CADA 360 Triton Candidate Terms of Use
Last Updated: March 28, 2022
Triton Canada Inc. (“Triton”, “us”, “we” or “our”), together with CADA Services Ltd. (“CADA Services Ltd”) has published these terms of use regarding the terms and conditions (this “Agreement”) governing your use of and access to Triton’s background check service (the “Triton Services”), including the website through which you access such services.
Application of This Agreement
This Agreement is a legal agreement between you and Triton and governs your access to and use of the Triton Services. CADA Services Ltd is also a party to this Agreement; however, its role in respect of the Triton Services is limited as further described below in the Section entitled “The Roles of Triton, CADA Services Ltd, and Third-Party Database Providers”. By accessing or using the Triton Services, you accept and agree to be bound by and comply with this Agreement. Triton also collects, uses, and discloses your personal information in accordance with its privacy notice (the "Privacy Notice") which is available at www.tritoncanada.ca/privacy-policy. By accessing or using the Triton Services, you also consent to the collection, use, and disclosure of your personal information in accordance with the Privacy Notice. If you do not agree to this Agreement and consent to the Privacy Notice, do not access or use the Triton Services.
“You” and “your” refers to you.
The Roles of Triton, CADA Services Ltd, and Third-Party Database Providers
While the website portion of the Triton Services features certain branding, trademarks, and logos of CADA Services Ltd or its affiliates (“CADA Branding”), CADA Services Ltd’s role in respect of the Triton Services is limited to inviting certain automobile dealer members to determine if they would like to participate in the use of Triton Services to conduct background checks and providing certain funding to Triton in order to make it possible for Triton to make the Triton Services available to dealer members, and you acknowledge and agree that the Triton Services are provided by Triton and not CADA Services Ltd.
In addition, Triton engages and relies on certain third parties (“Third-Party Database Providers”) to carry out the checks it offers under the Triton Services, including law enforcement agencies who maintain and operate the services and databases used to conduct police record checks. Triton is not responsible for the services performed by Third-Party Database Providers (“Third-Party Records Checking Services”) or for any act or omission of any Third-Party Database Provider. Triton does not own the Third-Party Database Providers and does not operate the Third-Party Records Checking Services and does not warrant the Third-Party Records Checking Services. Third-Party Records Checking Services are operated independently of Triton and Triton does not guarantee the availability of any Third-Party Records Checking Services. Triton’s role in respect of the Third-Party Records Checking Services is merely to pass information about you to the Third-Party Records Checking Services so that they may perform a background check in connection with your candidacy with a dealer member and then to provide the results from the Third-Party Records Checking Services to the relevant recipients. If a Third-Party Database Provider ceases to make the Third-Party Records Checking Service available for interoperation with the Triton Services, Triton may cease providing such features or functionality without entitling you to any recourse or compensation. You must comply with all agreements and other legal requirements that apply to Third-Party Records Checking Services and we advise you to review the terms of use and privacy policies for all Third-Party Records Checking Services to ensure compliance and determine how they may use your personal information prior to use.
The Triton Services
Accuracy of Information You Provide
You represent and warrant that all information you provide to Triton in connection with the Triton Services is complete, accurate and truthful and that the only personal information you provide Triton in connection the Triton Services is information about you.
Who Own the Triton Services and What May You do With Information Made Available to You?
As between you and Triton, Triton owns and retains all title, interest and right, including all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world in and to the Triton Services, including all information and data provided through the Triton Services. Your use of the Triton Services is limited to your individual use only and is limited to viewing the information and data made available to you by the Triton Services within, and as displayed by, the web pages that form part of the Triton Services in your browser. All rights that are not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell the Triton Services. You must not modify, build upon or block any portion or functionality of the Triton Services. Neither the Triton Services nor any part of the Triton Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
You hereby grant Triton a worldwide, irrevocable, perpetual, royalty-free, non-exclusive license to use, store, modify, reproduce, distribute, display, create derivative works from, and otherwise exercise any intellectual property rights in any information or data that you provide or submit through the Triton Services; limited, however, in respect of any personal information, to our use and disclosure only in accordance with our Privacy Notice.
What Are Certain Prohibited Uses of the Triton Services?
You may not use the Triton Services to engage in any unlawful activity or to infringe the rights of Triton or any other person. You further agree that you will not, and will not permit anyone else, to or to attempt to: (i) interfere with the operation of the Triton Services in any way, including through any denial of service attack; (ii) interfere with anyone’s use or enjoyment of the Triton Services; (iii) circumvent or violate the security of the Triton Services, including accessing areas of the Triton Services that are not intended for you, breaching the security or authentication measures of the Triton Services, introducing into, or transmitting through, the Triton Services of any viruses or other malicious or harmful technology; (iv) use any robot, spider, scraping or other automatic device, process, or means to access the Triton Services for any purpose; (v) access the Triton Services to provide a service for others or in order to develop a competing product or service; or (vi) attempt to reverse engineer, decompile, disassemble, or create any derivative works of, any part of the Triton Services.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE TRITON SERVICES IS AT YOUR OWN RISK. THE TRITON SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TRITON AND CADA SERVICES LTD DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, NEITHER TRITON NOR CADA SERVICES LTD WARRANTS THAT THE TRITON SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU FURTHER UNDERSTAND AND AGREE THAT ANY CHECKS PERFORMED IN CONNECTION WITH THE TRITON SERVICES RELY ON THIRD-PARTY DATABASE PROVIDERS AND THIRD-PARTY RECORDS CHECKING SERVICES AND THAT: (I) NEITHER TRITON NOR CADA SERVICES LTD NOR ANY THIRD-PARTY DATABASE PROVIDER IS RESPONSIBLE FOR ANY ERRORS, INACCURACIES, INCOMPLETENESS OR LACK OF TIMELINESS OR CURRENCY OF THE INFORMATION PROVIDED TO TRITON BY SUCH THIRD-PARTY RECORD CHECKING SERVICES; AND (II) SUCH THIRD-PARTY DATABASE PROVIDERS AND THIRD-PARTY RECORDS CHECKING SERVICES ARE NOT GUARANTEED TO BE COMPREHENSIVE AND ARE SUBJECT TO RESTRICTIONS AND LIMITATIONS, INCLUDING WITH RESPECT TO JURISDICTIONS, EVENTS AND TIME PERIODS COVERED.
Indemnification
To the fullest extent permitted by law, you shall indemnify, defend and hold harmless Triton, CADA Services Ltd, and their affiliates and each of our and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns (“Indemnified Entities”) from and against any claims, actions, demands, costs (including attorney’s fees and costs), damages, investigations, settlements, judgments, losses, liabilities, and expenses or obligations of any kind, arising out of or in connection with: (i) your use or misuse of the Triton Services or your actual or alleged breach of this Agreement or applicable law, including any violations of your obligations of privacy to any person; or (ii) any check that has been performed in respect of you, or that you have sought to have performed, through the Triton Services. The Indemnified Entities retain the right to assume the exclusive defense and control of any claim subject to indemnification, and in such cases you agree to cooperate with the Indemnified Entities to defend such claim. You may not settle any claim without the Indemnified Entities’ (as applicable) prior written approval.
Limitation of Liability
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL TRITON, CADA SERVICES LTD, OR ANY OTHER OF THE INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY: (I) LOSS OF USE, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES; (II) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA; OR (III) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE OR EXEMPLARY DAMAGES. IN ADDITION TO THE FOREGOING, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL CADA SERVICES LTD OR ANY OTHER RELATED INDEMNIFIED ENTITIES BE LIABLE FOR ANY DAMAGES, WHATSOEVER, INCLUDING DIRECT DAMAGES, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER.
IN NO EVENT WILL TRITON, CADA SERVICES LTD, OR ANY OTHER OF THE INDEMNIFIED ENTITIES BE LIABLE FOR ANY THIRD-PARTY RECORDS CHECKING SERVICES, ACTIVITIES OF THIRD-PARTY DATABASE PROVIDERS, ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, THEFT OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE TRITON SERVICES.
IN NO EVENT WILL TRITON, CADA SERVICES LTD, OR ANY OTHER OF THE INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING TO THE EXTENT ANY EXCLUSION OR LIMITATION OF LIABILITY HEREUNDER IS HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, IN THE AGGREGATE, FOR AN AMOUNT EXCEEDING 20$ CANADIAN DOLLARS.
THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION APPLY NOTWITHSTANDING: (I) THE APPLICABLE LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, (II) WHETHER THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND (III) ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.
Changes to the Triton Services and This Agreement; Suspension & Termination
We reserve the right in our sole discretion to modify all or any part of the Triton Services at any time for any reason, or no reason, including by changing, withdrawing or terminating, limiting or expanding the Triton Services or any features or functionalities on the Triton Services, without any notice or liability to you.
We reserve the right in our sole discretion to change this Agreement from time to time by publishing an updated version of this Agreement on the website that forms part of the Triton Services. All such changes are effective immediately when published on such website and apply to your continued access to and use of the Triton Services. Your continued access to and use of the Triton Services will be your acceptance of any such changes.
We reserve the right in our sole discretion to immediately restrict or suspend your access to the Triton Services or terminate the Triton Services, at any time for any reason, or no reason, without any motive notice or liability to you. Any violation of this Agreement may be referred to law enforcement authorities.
General
Is This The Entire Agreement?
This Agreement represents the entire understanding between the parties with respect to the subject matter of this Agreement.
Can This Agreement Be Assigned?
You may not assign this Agreement, nor any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent. This Agreement is binding on and will enure to the benefit of the parties and their respective permitted successors and assigns. We may assign this Agreement, in whole or in part, including any rights or obligations under this Agreement, in our sole discretion.
What Law Governs This Agreement?
This Agreement is governed by and is to be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law rule in any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods. You will bring any action or proceeding arising from or relating to this Agreement only in the courts located in Toronto, Ontario and you irrevocably submit to such exclusive jurisdiction and venue. Each party waives all rights it may have to a trial by jury in any legal proceeding arising out of or related to this Agreement.
How Should I Interpret Certain Words and Structures in this Agreement?
In this Agreement: (i) the words “include”, “includes” and “including” are not limiting; (ii) the word “or” is not exclusive; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (iv) headings and captions are not considered part of the Agreement but are for convenience only.
Questions?
If you have any questions about this Agreement or if you wish to provide any feedback with respect to the Triton Services, please contact us at: 1-888-874-8667.