Last modified: July 13, 2021
As used in this Agreement, “we” and “us” refers to MMDF, and “you” and “your” refers to the user of the MMDF Services. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below.
MMDF provides financial support for mining and economic development initiatives that create new opportunities and capitalize on existing assets in the north and across Manitoba. Projects (each, a “Project”) funded by the Manitoba Mineral Development Fund (the “Fund”) are intended to benefit Manitoba’s economy and local communities alike, with a partnership-based approach to help grow and diversify the provincial economy together with Indigenous communities. Our key objectives include:
- Increasing economic partnerships between Indigenous communities and the mineral development industry.
- Building capacity in local communities and businesses to increase engagement in economic development opportunities.
- Creating and maintaining short-term and long-term local employment opportunities.
- Improving local training and education opportunities to build a skilled local workforce.
- Diversifying regional economies, particularly in areas of Manitoba that are impacted by fluctuations in the mineral development industry.
- Stimulating investment in the mineral development industry.
IMPORTANT! YOUR ACCESS TO OUR SITE AND THE MMDF SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING AND USING OUR SITE AND THE MMDF SERVICES IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT USE OUR SITE AND/OR THE MMDF SERVICES.
GENERAL TERMS AND CONDITIONS
Applications: The MMDF Services allow you to submit a Project application (each, an “Application”) for financial support from the Fund. If you submit an Application, the following terms and conditions apply:
- Applications are subject to terms and conditions that may be set out in the MMDF Program Guidelines.
- We retain the right to reject any Application, in our sole discretion and for any reason (or no reason) whatsoever.
- All materials and information that have been, and will be, provided by you to us in connection with the Application, are true, accurate and do not omit any material facts.
- Any provision of funding shall be subject to MMDF receiving a sufficient appropriation of government funds for that fiscal year.
Accounts and User Interaction: In order to access and use some of the MMDF Services, you must sign up and create an account (the “Account”) using the Site. This requires you to submit certain information, including your name, email address and a password. The email address you provide will be your email address, and you are solely responsible for maintaining the confidentiality of your password. You are solely responsible for all activities that occur under your Account. Therefore, you should protect your password and make your password difficult for others to guess. When you register, you agree to provide accurate, current, and complete information about yourself and update it as necessary.
We reserve the right to refuse registration of Accounts, or to cancel any existing Accounts, that we deem to be inappropriate, in our sole discretion. If you use the MMDF Services, you are solely responsible for maintaining the confidentiality of your Account and password, and you agree to accept responsibility for all activity that occurs under your Account. We are not responsible for updating your Account. When you provide information to us, you represent and warrant that you have legal authority to do so. In particular, you represent and warrant that: you are entitled to submit the information to us; the information is accurate; and the information is not confidential, in violation of any contractual restrictions or third party rights.
Consent to Electronic Communication: When you visit the Site, use the MMDF Services or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Modification to the MMDF Services and this Agreement: We reserve the right to restrict, suspend, revoke or terminate or otherwise change any aspect of the MMDF Services for any reason whatsoever. We may modify all or one or more parts of this Agreement at any time. We may provide notice to you of such revisions by means of a general notice on the Site. Your continued use of the MMDF Services after such revisions are posted will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
Ownership of Content: For the purposes of this Agreement, “Intellectual Property Rights” means all industrial and intellectual property rights throughout the world including all copyright right and analogous rights, rights in relation to inventions or discoveries, including patent rights, designs, circuit layouts, trade names, brand names and registered and unregistered trademarks, including service marks and moral rights.
All materials related to the MMDF Services, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and information belonging to other users (the “Content“), and all Intellectual Property Rights related thereto, are now and will remain the exclusive property of us and our licensors.
Except as expressly provided herein, nothing in this Agreement shall be deemed to create a licence in the Content or under any Intellectual Property Rights. You agree not to sell, licence, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Content. Use of the Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the MMDF Services, including without limitation about how to improve the MMDF Services or our products (“Ideas“). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation or consultation with you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
Trademarks: Certain words, phrases, names, designs or logos on the Site may constitute trademarks, services marks, or trade names that are owned by us or others. The display of such marks on the Site does not imply that you have been granted a licence by us or others with respect to them.
Complaints: If you believe in good faith that any material that is made available on or through the MMDF Services infringes your copyright, or if you have any other complaints about your use of the MMDF Services, please contact us at [email protected]. You can also contact us if another user provides content or otherwise uses the MMDF Services in a way that you find objectionable. While we are not responsible for how others use the MMDF Services, we will make commercially reasonable efforts to make your use of the MMDF Services enjoyable.
- Post, transmit, or otherwise make available any material that is or may be (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) an infringement of another person’s privacy by disclosing the personal information of another individual without their knowledge and consent.
- Post, transmit, or otherwise make available any material that may violate the proprietary rights of any third party, including, without limitation, copyrighted software, photographs, texts, videos or artwork or any moral rights associated therewith.
- Use the Site in a manner which will violate or solicit the violation of any applicable local, provincial, territorial, state, national or international law, rule or regulation, including, without limitation, applicable privacy laws the statute known as An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada).
- Use the Site to post transmit, or otherwise make available any material which would: (a) give rise to criminal or civil liability; (b) encourage conduct that constitutes a criminal offence; or (c) encourage or provide instructional information about illegal activities.
- Impersonate any person or entity, including, but not limited to, any of our representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make without our prior written consent.
- Post, transmit, or otherwise make available any virus, worm, trojan horse, spyware, or any other computer code, file, or program that may, or is intended to, damage or hijack the operation of any hardware, software, server or telecommunications equipment.
- Interfere with or disrupt the Site.
- Use the MMDF Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.
- Post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” investment opportunity, or any other form of solicitation.
- Use the MMDF Services, if you are under 13 years of age.
- Use the Site or the MMDF Services if you are in violation of this Agreement.
Any person who is found or reasonably suspected to have violated the rules of conduct provided above may be barred from using the Site, in our sole discretion, and may be subject to other legal remedies.
PRACTICES REGARDING USE AND STORAGE
Storage or Deletion of Content: You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any information maintained by us.
Limits on Storage: We retain the right to create limits on use and storage, at our sole discretion, at any time, with or without notice.
Our Access to Stored Content: We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect our rights, property or safety, our users or the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.
NO WARRANTY: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
Use at Your Own Risk: Access to the MMDF Services is provided “as is” and without warranties of any kind, either express or implied. By accessing and using the MMDF Services, you acknowledge and agree that it is entirely at your own risk. We are not responsible for your reliance on the MMDF Services. While we try to keep the MMDF Services available without interruption, we are not responsible for ensuring the MMDF Services are available or that they will convey information to anyone, on your behalf.
Data Security: If you upload or transmit confidential, personal information, trade secrets, or other sensitive or restricted content on the Site, you are solely responsible for implementing safeguards beyond the security measures provided by us. You acknowledge that, subject to our compliance with the terms of this Agreement, you upload or transmit this information at your own risk.
We are not responsible for any materials or information on the Site or any linked website that you may find offensive, undesirable or objectionable. Further, we specifically disclaim any responsibility or liability for the accuracy, completeness, correctness, timeliness or usefulness of third party information. You expressly indemnify us from any and all liability arising from your use of any such third-party website, service, or content.
Verification: We are not responsible for verifying your identity, the identity of anyone who uses your account, or the identity or legitimacy of any other user, posting, resume, or profile.
Professional Advice: Any information made available through the MMDF Services is for informational purposes only and is not intended to be nor should it be construed as professional advice. Users should seek independent professional advice from a person who is licenced and/or qualified in the applicable area before relying on any information found on the Site.
LIMITATION OF LIABILITY, RELEASE AND INDEMNITY
THIS SECTION LIMITS OUR LIABILITY TO YOU AND PROVIDES FOR A RELEASE AND AN INDEMNITY, FROM YOU, IN FAVOUR OF US. PLEASE READ IT CAREFULLY.
LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES FROM US, ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY BREACH OF THIS AGREEMENT, FUNDAMENTAL OR OTHERWISE; OR (B) ANY OF OUR NEGLIGENCE, ACTS OR OMISSIONS; OR (C) ANY PROVISION, DUTY OR REQUIREMENT OF ANY STATUTE; OR (D) THE CONDUCT, ONLINE OR OFFLINE, OF ANY USER, OR (E) ANY DUTY AT LAW OR IN EQUITY. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR DIRECT DAMAGES YOU SUFFER ARISING OUT OF, RELATED TO OR CAUSED BY THIS AGREEMENT OR YOUR USE OF THE SITE OR THE MMDF SERVICES EXCEED A MAXIMUM AMOUNT EQUAL TO $100. YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
RELEASE: EXCEPT AS SET OUT HEREIN, YOU AGREE TO RELEASE, REMISE, ACQUIT AND DISCHARGE US FROM ANY CLAIMS, ACTIONS, DEMANDS, COSTS AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, AT LAW OR IN EQUITY, OR BY STATUTE OR OTHERWISE, HOWSOEVER CAUSED, WITH RESPECT TO YOUR USE OF, OR OUR OPERATION OF, THE SITE AND THE MMDF SERVICES.
INDEMNITY: YOU AGREE TO INDEMNIFY, SAVE AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, JUDGMENTS, AWARDS, DECLARATIONS, ORDERS, SETTLEMENTS, DAMAGES (INCLUDING GENERAL, SPECIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES), LIABILITIES, LOSSES, COSTS, CHARGES, INTEREST AND EXPENSES, OR PROCEEDINGS OF ANY KIND WHATSOEVER WHICH MAY BE INITIATED OR PRESENTED BY ANY OTHER PERSONS, INDIVIDUALS OR OTHER LEGAL ENTITIES, AND WHICH ARISE DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SITE AND THE MMDF SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY AGREE TO PAY ALL COSTS, FEES AND EXPENSES, ON A SOLICITOR AND OWN CLIENT BASIS, WHICH MAY BE INCURRED BY US, RELATING TO YOUR USE OF THE SITE AND THE MMDF SERVICES.
SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITY, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
FOR THE PURPOSE OF THIS SECTION, THE TERMS “WE”, “US” AND “OUR” SHALL INCLUDE OUR AFFILIATES AND OURS AND OUR AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS.
CONFLICT OF LAWS
Application of Manitoba Laws: We are physically located, and the activities with respect to the MMDF Services and the Site take place, within the Province of Manitoba, Canada. This Agreement will be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein and shall be treated in all respects as a Manitoba contract, without reference to the principles of conflicts of law.
Dispute: In consideration for your right to access and use the MMDF Services, you agree that: (i) you will contact us directly and give us the opportunity to try to resolve any and all disputes before you take any action in court, or otherwise; (ii) any and all disputes, claims and causes of action arising out of or connected with the MMDF Services shall be resolved individually, without resort to any form of class action; (iii) any and all claims, judgments and awards shall not include legal fees; and (iv) and to the extent permitted by law, under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim punitive, incidental and consequential damages and any other damages other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.
You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of the MMDF Services, shall be final and binding arbitration, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate any intellectual property right of MMDF, its affiliates or any third party, or any privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by MMDF, its affiliates or the applicable third parties.
Waiver of Rights: You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to your use of the MMDF Services, the exchange of electronic documents between us or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against us or our licensors.
Agreement in English: The parties hereto have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
International Matters: Unless otherwise specified, the Site and the MMDF Services are presented solely for the purpose of providing products and services in Canada. We make no representation that the Site, the MMDF Services and all other materials on the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Force Majeure: We will not be liable for failure or delay in our performance of our obligations under this Agreement due to any cause beyond our reasonable control, including, but not limited to: (a) acts of God; or (b) failure or disruptions in third-party-controlled or operated communications facilities; or (c) worms, viruses and other disabling or disruptive software, communications or files.
If your Application is accepted, your receipt of funding will be conditional upon you and us entering into a mutually satisfactory contribution agreement (the “Contribution Agreement”). You and we agree, as regards your rights and obligations to the Fund, that in the event of any inconsistency or conflict between this Agreement and the Contribution Agreement, the terms of the Contribution Agreement shall prevail and govern, to the extent of such inconsistency or conflict (as the case may be).
Suspension of your Use of the MMDF Services by us: If you breach any provision of this Agreement, you may no longer use the MMDF Services. We may at any time and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the MMDF Services, all without any notice or liability to you or any other person. We may take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the MMDF Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the MMDF Services.
We have no obligation, nor any responsibility to any party to monitor the MMDF Services or their use, and do not and cannot undertake to review material that you or other users submit to the MMDF Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
No Rights on Termination: We reserve the right to cease, suspend or interrupt operation of or access to the MMDF Services or any part thereof, and shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access.
Survival: The provisions of Sections that are by their nature intended to survive termination of this Agreement shall survive termination of this Agreement in perpetuity, including, but not limited to, all Sections concerning proprietary interests, warranty disclaimers, indemnity, and limitations of liability.
Waiver: Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions of this Agreement.
Assignment: This Agreement, and any rights and licences granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Our Contact Information: If you have any questions about this Agreement, or the MMDF Services generally, please contact us at:
Attn: Jessica Ferris, Program Manager