Membership Terms and Conditions

Membership Terms and Conditions

CAAM Consortium

 

Last modified: February 24th, 2022

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE AGREEING TO MEMBERSHIP AGREEMENT AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

 

1.0 Introduction to CAAM

1.1 The Canadian Advanced Air Mobility Consortium (Referenced herein as “CAAM” or “the consortium” or “we” or “us” or “our” or other similar pronouns) is a federally registered Canadian not-for-profit organization (#1230795-2) that seeks to build an ecosystem of national collaboration in creating and operating a sustainable, equitable and profitable Advanced Air Mobility(“AAM”) industry in Canada through the building of a national strategy and supporting regional revenue generating use cases. CAAM leverages its position to drive greater collaboration in AAM among companies, researchers, investors, the public and all three levels of government.

 

2.0 Purpose of this Agreement

2.1 The purpose of this Agreement is to facilitate the strategic development of a national AAM ecosystem that is sustainable, equitable and profitable in Canada.

 

3.0 Consortium Membership

3.1 Membership in the Consortium is available to organizations engaged in all facets of the development and implementation of AAM. This includes, but is not limited to SMEs, investors, government officials, industry, academia, and public institutions for Advanced Air Mobility.

3.2 Only consortium Members are eligible to participate in CAAM consortium projects. All members sign up as part of an organization, and only members can lead or join consortium projects, as well as apply to have their own projects listed on our platform.

3.3 In addition to being eligible to participate in consortium projects, all consortium Members are entitled to:

  • Access service offerings such as high level guidance on AAM related topics
  • Access funding opportunities that may be developed in partnership with CAAM and/or additional members;
  • Listing on our website and promotion through our marketing channels, at the discretion of CAAM;
  • Participation in events, workshops,  and other CAAM-led or sponsored activities.

3.4 Membership in the consortium does not necessarily ensure that:

  • member-proposed projects will be eligible for funding opportunities;
  • member-led projects will be featured on CAAM’s website or other marketing efforts;
  • members will be able to achieve any form of networking or business development opportunities;
  • members will be able to vote or control any aspect of CAAM’s governance or decision making
  • members will gain access to intellectual property; or
  • members will be able to lead or participate in a CAAM project

 

4.0 These Terms of Use

4.1 These terms of use constitute a legally binding agreement between your organization and CAAM. The terms of use (together with any documents referred to in them) (collectively, the “Terms”) apply to your use of our services and interactions with employees of CAAM, including any communications, content, functionality and services offered on or through our websites or other digital platform(collectively, the “Services”).

4.2 Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Services. If you are accessing and/or using the Services on behalf of another individual, organization, or as a consultant or agent of a third party, you represent and warrant that you have the authority to act on behalf of and bind such individual or third party principal to these Terms. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE.

4.3 By selecting “I Agree” to CAAM’s membership Terms and Conditions on the CAAM Membership form, you signify your assent to these Terms as well as to our Privacy Policy and any other related terms and conditions located on our websites, all of which are incorporated herein by this reference.

4.4 These terms and conditions may change from time to time, so please check back periodically to ensure that you are aware of any changes. Your continued use of our web platform and associated resources will signify your acceptance of these changes.

 

5.0 Scope of these Terms

3.1  Save as otherwise set out in these Terms, these Terms govern your relationship with CAAM in all forms, including interactions on our website, linked websites, materials under our control such as our social media accounts. Our relationship also includes our synchronous interactions in person or over video conference, or asynchronous interactions over email, text message or similar communications platform. Review our Data Privacy Policy for more information on how your data is protected and managed.

 

 6.0 Intellectual Property

6.1 This agreement is made without the intention of developing intellectual property jointly.

6.2 When intellectual property will be generated through any collaborative engagement, project or statement of work between CAAM and it’s members, separate agreements shall be made to determine the rights and ownership of said Intellectual Property. 

6.3 The following principles will guide the Parties’ negotiations with respect to Intellectual Property when no additional agreement is in effect:

6.3.1 CAAM may display, share or modify resources produced exclusively by other parties (“External IP”) for the benefit of the AAM industry with written permission of the publishing party. CAAM and its licensors acknowledge that they do not have permission to use External IP for commercial purposes, and that the right to display, share or modify External IP may be revoked by request from the owner at any time. 

6.3.2 With the exception of External IP, CAAM or its licensors own all rights, title and interest (inclusive of all intellectual property rights) in and to the Services and any and all software, content, methodologies, technology, designs, graphics, illustrations, logos, and marks used by us to provide the Service or in connection therewith (“CAAM IP”). You do not have any rights to, and may not, rent, lease, lend, sell, copy, transfer, reproduce, distribute, redistribute, sublicense, display, adapt or modify the Services or any CAAM IP without CAAM’s written consent. All rights not expressly granted to you are retained by CAAM.

6.3.3 Each Party will own the intellectual property it creates. 

6.3.4 The Parties will work to maximize benefits in alignment with the respective strategic interest and the interests of Canada. 

6.3.5 In the case of jointly-created IP, the Parties will share in the benefits of intellectual property commercialization, taking into account their respective intellectual and/or financial contributions. The Parties will agree on a commercialization lead on a case-by-case basis.

 

7.0 Confidentiality

7.1 “Confidential Information” means ​any confidential or proprietary information, either of a business or technical nature, disclosed by one party (the “Discloser”) to the other party (the “Recipient”) whether in electronic, written, graphic or other tangible form including physical objects, that is clearly marked “Proprietary” or “Confidential” or with an equivalent marking and any oral information provided that at the time of disclosure the Discloser clearly identifies the confidential nature of such information and confirms such confidential nature by transmitting the information, in a written version that is marked as above, to the Recipient within 20 days of disclosure.. Confidential Information does not include information that is:

7.1.1 Independently developed by the Recipient without use of the Confidential Information of the Discloser;

7.1.2 lawfully known to the Recipient prior to its receipt from Discloser;

7.1.3 in the public domain at the time of its disclosure or that later becomes publicly available without breach of this Agreement;

7.1.4 lawfully received by the Recipient from an identified third party not bound by the Discloser to maintain such information as confidential; or

7.1.5 required to be disclosed by a valid court order or by law, including in the case of NRC the Access to Information Act,​ provided that the Recipient first provides the Discloser with notice of such requirements and of its intent to disclose the information.

7.2 The Parties recognize and acknowledge that discussions undertaken pursuant to this agreement may include the exchange of Confidential Information between the Parties.

7.3 The Discloser agrees to stop any disclosure of Confidential Information if a Recipient so requests.

7.4 The Recipient shall use the Confidential Information of the Discloser only for the Purpose as defined in section 2.1.

7.5 Unless the Discloser gives its prior written consent, the Recipient agrees, for a period of 3 years from the date hereof, not to disclose any Confidential Information, including to any director, officer or employee of the Recipient, unless that individual needs the information for the Purpose specified above and is legally bound by obligations of confidentiality and non-use similar to those contained herein. In protecting Confidential Information, the Recipient must use at least the same degree of care as it uses to protect its own information of a similar nature, but not less than a reasonable degree of care. Notwithstanding the foregoing, the Recipient may disclose the particulars of this Agreement to others of its officers and employees for internal administrative or business management purposes, provided that such disclosure does not result in a public release of such information.

7.6 All Confidential Information is provided as is and remains the sole property of the Discloser. No right or license, other than expressly contained herein, is granted in the Confidential Information by this Agreement or the disclosure of Confidential Information. The Discloser shall have no liability whatsoever for the use of the Confidential Information by the Recipient.

 

8.0 Mutual Collaboration

8.1 Circumstances may arise which could not have been foreseen at the time this Agreement was entered into. You agree that you will use reasonable efforts to solve any problems due to any such unforeseeable circumstances in the spirit of mutual understanding and collaboration.

8.2 Each party, to the best of their ability, acknowledges their intention to act in good faith by keeping each other informed of notable publicly available progress and results with which may benefit the development of the AAM industry.

 

9.0 Compliance and Restrictions on Use

9.1 To the extent you choose to access our Services, you do so at your own risk. You may use the Service for lawful purposes only and only in accordance with these Terms. You are solely responsible for complying with any and all laws, rules, regulations and other obligations that may apply to your use of the Service, including any and all applicable data protection and privacy laws. Without limiting the foregoing you agree not to use the Services as follows:

  • for indecent, obscene, defamatory or other unlawful purposes;
  • to engage in any Internet activities that would violate the privacy rights of others, including to copy, store, access or use personally identifiable information about another registered user in a way that is inconsistent with CAAM’s Privacy Policy or these Terms;
  • to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by the CAAM in its discretion, may harm the CAAM or users of the Services or expose them to liability;
  • to use the Services to send harassing and/or threatening messages to others or to abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other person; or
  • to discriminate against or harass anyone on the basis of race, national origin, religion, gender, sexual orientation, disability, medical condition, marital status, age or gender identity, or otherwise engage in abusive or disruptive behavior.

9.2 You agree not to misuse the Services. Your use of the Service is subject to these Terms, including the following restrictions and limitations. You may view, download for caching purposes, and print pages from our website, but you agree that you shall not, without our express written consent:

  • republish, reproduce or store any portion of our website or the Services in any form for any purpose;
  • copy, sell, resell, or otherwise exploit any portion of our website or Services for a commercial purpose;
  • use the Services or any portion thereof for any purposes related to marketing, or in order to build, enhance, promote, or otherwise sell a competing offering;
  • interfere with or disrupt any user, host, or network forming any part of the Service;
  • knowingly submit false or misleading information through or in connection with our Services;
  • use the Services or any portion thereof in any way that causes, or may cause, damage to the Services or impairment to the availability or accessibility of the Services; or
  • use the Services or any portion thereof in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

9.3  Any attempt to do any of the foregoing is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages and we may, at our sole discretion, bar you from accessing the Services.

9.4 You acknowledge that CAAM has no obligation to monitor access to or use of the Services, but it has the right to do so if it chooses in order to secure and improve the Services, for fraud prevention, risk assessment, investigation, customer support and to ensure compliance with these Terms, or as it otherwise sees fit. CAAM reserves the right to revoke your license and otherwise terminate your right to use the Services at any time in its sole discretion, for any or no reason, including, if in CAAM’s opinion you have failed to comply with any provision of these Terms or for any illegal or criminal behavior.

 

10.0 Privacy and Use of Data

10.1 You agree that we may collect, use and disclose personal information, pursuant to our Data Privacy Policy, which are incorporated into these terms by reference.

10.2 You agree that you are responsible for any and all information you provide or input or post via the Services and you acknowledge and agree that if you provide personal information for yourself or any third party you are authorized to do so and accept full responsibility in relation thereto, including without limitation with respect to the accuracy of such information.

10.3 If you, for any reason, collect, store or process personal information when using the Services, you must comply with all applicable privacy and data protection laws, taking into account the nature of the information to be processed. You agree and warrant that you are solely responsible when using the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable the EU General Data Protection Regulation (“GDPR”) and Mexico’s Federal Law for Protection of Personal Data in Possession of Private Individuals (Ley Federal de Protección de Datos Personales en Posesión de Particulares) (the “Data Protection Law”) and its Regulations, including any consent and notice requirements).

10.4 You acknowledge and agree that if you act on behalf of an entity or organization established in the EU or which does business in the EU, then we provide you with a platform only and in relation to your use of the Services and any collection, use or disclosure of information by you related thereto, you, and not CAAM, are a data Controller, as such term is defined in the GDPR and you are solely responsible to comply with any and all obligations related thereto. This includes without limitation the collection and processing by you of any personal data, when you use the Services or Services provided by third parties in conjunction with your use of the Services to collect personal information from individuals or other parties, send marketing and other electronic communications to individuals and when using cookies and similar technologies in conjunction with the Services.

10.5  You represent and warrant to CAAM: (i) that in respect of your use of the Services, you acknowledge and agree that you are solely responsible for any and all compliance with the GDPR and all applicable privacy laws; (ii) that in respect of your use of the Services, you, and not CAAM, are a Controller (as such term is defined in the GDPR) for the information you collect and use for the purposes of your business and/or related to your use of the Services; and (iii) that you have conducted, and will at all times conduct, your business and your use of the Services, in compliance with all applicable privacy laws, including but not limited to the GDPR.

10.6  You shall defend, indemnify and hold harmless CAAM and its affiliates, officers, employees, agents, successors and assigns (a “CAAM Party”), from and against any and all fines, suits, actions, proceedings, claims, demands, debts, obligations, settlements, losses, damages, liabilities, costs and expenses (including reasonable legal and professional fees and costs) arising from or in any way connected to: (i) any breach of this Section 4, including but not limited to any failure to comply with the GDPR or other applicable privacy laws; and (ii) any claim against CAAM or a CAAM Party by any third party to the extent caused by, relating to or arising in connection with any act or omission of or by you or a party related to you in the performance of this Section 4, and/or compliance with the GDPR or other applicable privacy laws.

11.0 Links to Third Party Sites

11.1 You may link to third party sites through the use of our Services. The third party sites are not under the control of CAAM, and CAAM is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. CAAM is not responsible for webcasting or any other form of transmission received from any third party sites. CAAM is providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by CAAM of the third party site.

 

12.0 Termination

12.1  The license is effective until terminated by you or us. CAAM may, at its sole discretion, terminate or suspend your license and bar access to the Services immediately, without prior notice or liability, for 1) a breach of these Terms, CAAM’s policies, applicable laws or regulations, or third party rights; 2) if CAAM believes in good faith that such action is reasonably necessary to protect the personal safety or property of CAAM or third parties, or for fraud prevention, risk assessment or security purposes. Upon termination of the license, you shall cease all use of the Services and destroy all copies, full or partial, of any CAAM IP.

 

13.0 General Disclaimer

13.1 The Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranty of any kind, express or implied. Without limiting the foregoing, CAAM explicitly disclaims any warranties of merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage or trade, to the fullest extent permitted by applicable law.

13.2 CAAM does not warrant that a) the Services will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Services are free of viruses or other harmful components, or d) the results of using the Services will meet your requirements.

 

14.0 Limitations of Liability

14.1 The information on our website is provided free-of-charge, and you acknowledge that it would be unreasonable to hold us liable with respect to the website and the information contained within.

14.2 Our liability and that of our affiliates is limited and excluded to the maximum extent permitted under applicable law.

14.3 YOU ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER CAAM NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, NOR ANY OTHER PARTY INVOLVED, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, SERVICE INTERRUPTION, MOBILE DEVICE DAMAGE, SYSTEM FAILURE OR OTHER INTANGIBLE LOSSES, OR FOR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (I) THESE TERMS; (II) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (III) ANY CONDUCT OR CONTENT OF ANY THIRD-PARTY ON THE WEBSITE; OR (IV) ANY CONTENT OBTAINED FROM THE SERVICES, IN ALL CASES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CAAM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14.4 NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THESE TERMS, THE LIABILITY OF CAAM, ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, AFFILIATES, AND ANY OTHER PARTY INVOLVED SHALL NOT EXCEED, IN THE AGGREGATE, FOR ANY AND ALL CLAIMS IN CONNECTION WITH THESE TERMS, ONE HUNDRED DOLLARS ($100).

14.5  You release CAAM from any and all liability, damages or loss, whether economic or non-economic, of any type or character, arising out of or in connection with the Services, whether based on warranty, contract or tort (including negligence), product liability or any other legal theory, to the maximum extent permitted by law.

 

15.0 Indemnification

15.1 You agree to release, defend, indemnify and hold harmless CAAM, its affiliates, and its licensees and licensors, and their respective employees, contractors, agents, officers, directors, and suppliers, to the greatest extent allowed by law, from and against any and all claims, damages, obligations, losses, liabilities, judgments, awards, costs and expenses (including but not limited to reasonable legal fees), resulting from or arising out of (a) improper use of and access to the Services, by you or any person using your account; (b) a breach of these Terms and/or CAAM policies; (c) any claim or allegation that your use of the Services infringes the intellectual property or other proprietary rights of CAAM or any third party; or (d) your breach of any laws, regulations or third party rights.

 

16.0 User Content

16.1 With respect to any material or information that you submit on our website, except as otherwise provided by applicable law, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, royalty-free license to use and reproduce such information.

 

17.0 Governing Law

17.1 These Terms will be governed and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.

 

18.0 No Partnership

18.1 You agree and acknowledge that your relationship with CAAM is limited to being a user of the Services and that no joint venture, partnership, employment or agency relationship exists between you and CAAM as a result of these Terms or your use of the Services. You act exclusively on your own behalf and for your own benefit and not on behalf of or for the benefit of CAAM. 

18.2 By using the Services of CAAM, you are not entitled to any voting rights within CAAM’s National Board. Voting rights are reserved for National Board Member’s only.

 

19.0 No Assignment

19.1 You may not assign, transfer or delegate these Terms and your rights and obligations hereunder without CAAM’s written consent. CAAM may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder at its sole discretion by providing you with notice of the assignment.

 

20.0 Notices

20.1 Unless specified otherwise, any notices or communications to registered users required under these Terms will be in writing and sent via e-mail.

 

Contact Information

The full name of CAAM is Canadian Advanced Air Mobility Consortium. Our Legal address is: 2700-700 West Georgia Street, Vancouver, BC V7Y 1B8. Our mailing address is: 700-510 Seymour St, Vancouver, BC V6B 3J5.

If you have any questions, please email us at Info@Canadianaam.com