The Ready Rating™ Program Membership Agreement
This Membership Agreement ("Agreement") for the Red Cross Ready Rating Program ("Program") is entered into by and between The Canadian National Red Cross, a federally chartered instrumentality of the Canada and a charitable and non-profit corporation ("Canadian Red Cross"), and the participant organization that has registered on the website < readyrating.ca> ("Participant") (individually a “Party” and collectively the “Parties”). By accepting the Agreement on the website, Participant agrees as follows:
Term. The term of this Agreement begins on the date on which Participant agrees to and accepts this Agreement via the Program website ("Website") and continues unless it is terminated as provided below ("Term"). At any time, the Canadian Red Cross may change, add, or remove portions of the Program, which may, at times, lead to unavailability of certain aspects of the Program. It is Participant’s responsibility to review these terms regularly. By continuing to use the Program, Participant agrees to any modifications.
There is no fee or donation required for membership in the Program. Participant shall participate in, and be considered a member of, the Program. Canadian Red Cross will provide, via the Website, a framework and tools (collectively, "Program Tools") by which Participant may conduct its own assessment of its preparedness, create emergency plans and procedures for its operations locations and buildings ("Facilities"), and communicate, internally and in the community, its commitment to and membership in the Program. In addition, if Participant adheres to certain requirements described below, it may display a special Ready Rating Seal as defined below.
Use of Names, Logos, Emblems, and Marks.
Participant shall not use the names, logos, emblems, or marks of the Canadian Red Cross or the Program, or any descriptions of the Program, in any manner whatsoever without the prior written consent of the Canadian Red Cross for each use. A limited license for such use is provided below.
The Canadian Red Cross hereby consents to the following limited use provided that Participant first successfully completes an assessment with regard to its Facilities with the Program Tools: If Participant makes a commitment to increase its level of preparedness for disasters and emergencies that may affect its Facilities, and a commitment to encourage and help individuals who regularly use such Facilities ("Individuals") to increase their preparedness for disasters and emergencies that may affect them at the Facilities, at home, or elsewhere; then Participant may display the Program’s official Ready Rating Seal ("Seal"), which signifies that it is a member of the Program. Such display must be in strict conformity with the graphics standards for the Seal as set forth on the Website, and may be displayed only in the following ways: in printed form at the Facilities, on Participant's intranet or public website (with or without a link to the Website), and/or in written communications to third parties (such as but not limited to in annual reports, newsletters, marketing, and advertising).
Confidentiality. For the purposes of this Agreement, "Canadian Red Cross Confidential Information" means the content of this Agreement, the Program Tools, the information and content that the Canadian Red Cross provides to Program members via a password-protected portion of the Website, and Participant's username and password for accessing same. Participant shall not disclose any Canadian Red Cross Confidential Information to any third party without the prior written consent of the Canadian Red Cross unless required by law, in which case Participant, if feasible, shall provide advance notice to the Canadian Red Cross so that it may seek a protective order or other remedy. The Canadian Red Cross shall not disclose to any third party any information related to this Program, including any scores, results or plans from any self-assessments, or plans created by Participant using the Program Tools ("Program Results") without the prior written consent of Participant, unless (i) required by law, or (ii) deemed appropriate by the Canadian Red Cross to correct a misleading or improper disclosure by Participant, provided that the Canadian Red Cross first must give Participant an opportunity to correct such disclosure itself, or (iii) for the purpose of performing analyses of anonymized Program Results, which such analyses may be used to evaluate, improve and promote the Program, but that such analyses shall not include any personally identifiable information including but not limited to names or email addresses. SHOULD PARTICIPANT DISCLOSE TO ANY THIRD PARTY ANY SUCH PROGRAM RESULTS, PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE CANADIAN RED CROSS WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH DISCLOSURE OR FOR ANY LOSSES OR DAMAGES TO PARTICIPANT THAT RESULT FROM SUCH DISCLOSURE. Any such disclosure shall be made only with the consent of the Canadian Red Cross per Section 4 of the American Red Cross Membership Agreement, and shall prominently mention that any such Program Results are based on Participant's self-assessment and not on any assessment by the Canadian Red Cross. Unless otherwise stated herein, the uses of the Program Results contemplated herein, as well as all other uses of such Program Results, shall, at all times, occur in accordance with the Canadian Red Cross Privacy Policy.
Indemnification. To the maximum extent provided by law, Participant shall indemnify, defend and hold harmless the Canadian Red Cross, its officers, governors, agents, directors, employees, and volunteers (collectively, the "Canadian Red Cross Indemnitees") in respect of any and all claims and causes of action, including without limitation, settlement costs, reasonable attorney fees and any other expenses for investigating or defending any actions or threatened actions (collectively, "Liabilities") arising from or in connection with the Program or activities performed hereunder as they relate to Participant and to the extent caused by Participant, including but not limited to: (i) Participant's breach of any obligation under this Agreement; (ii) Participant's failure to comply with applicable federal, state, provincial, territorial, and local laws, regulations and ordinances; (iii) Participant's misuse of the Seal; (iv) Participant's disclosure of its Program Results; and (v) any other cause of action or claim arising out of the Program or related activities conducted by Participant; except however, to the extent and proportion such Liabilities are directly caused by the negligence or intentional misconduct of the Canadian Red Cross Indemnitees, Participant shall have no indemnification obligation to the Canadian Red Cross Indemnitees. Notwithstanding the foregoing provisions of Section 6 of the Canadian Membership Agreement, the Parties agree that if Participant is a governmental entity, Participant shall only be obligated to indemnify the Canadian Red Cross Indemnitees to the extent allowable under applicable statute or court order.
Disclaimers and Limitation of Liability. Participant's participation and/or membership in the Program does not guarantee or ensure that (i) the Facilities and Individuals will suffer no adverse impact from a disaster or emergency; (ii) the operations of the Facilities are sufficient to survive a disaster or emergency or are sufficient for safe operation; or (iii) the Facilities are in compliance with any federal, state, provincial, territorial, or local laws, regulations, rules, codes or ordinances, or Participant’s own internal requirements; and Participant shall not indicate or imply to any third party that such participation and/or membership in the Program guarantees or ensures any of the foregoing. The Canadian Red Cross is not responsible for the acts, failures to act, or omissions of Individuals or of Participant, its agents, contractors, or employees. Neither the offering of the Program nor the rights and obligations of Canadian Red Cross under this Agreement shall constitute an undertaking on behalf, or for the benefit, of Participant, Individuals or others, and neither the Individuals nor any others shall be considered third party beneficiaries to this Agreement. No supervisory activities will be performed by the Canadian Red Cross. The Canadian Red Cross assumes no authority or obligation to make changes in any Facility or Participant operations or to have Participant implement any or all of the components of the Program. It is solely the responsibility of Participant to decide whether or not to follow suggestions made by the Canadian Red Cross, its agents, or employees in the context of the Program.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT (SOLELY AS BETWEEN PARTICIPANT AND THE CANADIAN RED CROSS) IT IS SOLELY RESPONSIBLE FOR THE DISASTER AND EMERGENCY PREPAREDNESS OF ITS FACILITIES, OPERATIONS, AND EMPLOYEES; THAT THE PROGRAM IS ONLY A TOOL TO HELP PARTICIPANT DETERMINE THE ACTIONS IT MAY TAKE TO ACHIEVE ITS DESIRED LEVEL OF DISASTER AND EMERGENCY PREPAREDNESS AT THE FACILITIES, AND THAT THE PROGRAM MAY NOT IDENTIFY, PREVENT, OR MITIGATE DAMAGE OR ADVERSE IMPACT TO ITS FACILITIES OR ITS OPERATIONS AS A RESULT OF A DISASTER, AN ACT OF WAR, TERRORISM, OR EMERGENCY. UNDER NO CIRCUMSTANCES SHALL THE CANADIAN RED CROSS BE RESPONSIBLE FOR (i) PARTICIPANT’S USE OF THE CONTENT OF THE PROGRAM OR THE PROGRAM TOOLS, (ii) ANY INFORMATION RELEVANT TO PARTICIPANT THAT IS OMITTED IN THE PROGRAM, (iii) PARTICIPANT’S OR ANY PERSON’S RELIANCE ON ANY INFORMATION IN THE PROGRAM, WHETHER OR NOT THE INFORMATION IS CORRECT, CURRENT OR COMPLETE, AND (iv) THE CONSEQUENCES OR ACTIONS TAKEN OR FAILED TO BE TAKEN BY PARTICIPANT OR ANY OTHER PERSON WHETHER OR NOT BASED ON INFORMATION PROVIDED BY OR AS A RESULT OF THE PROGRAM. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CANADIAN RED CROSS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATIVE TO THE PROGRAM, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY DISCLAIMED. THE CANADIAN RED CROSS WILL NOT BE LIABLE FOR PUNITIVE, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR INCOME, LOST DATA, OR LOSS OF USE OR OTHER BENEFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM. PARTICIPANT ACKNOWLEDGES AND AGREES THAT (SOLELY AS BETWEEN PARTICIPANT AND THE CANADIAN RED CROSS) IT SHALL BE SOLELY RESPONSIBLE FOR RISK OF LOSS OF ANY FACILITY AND TO ADEQUATELY INSURE OR SELF-INSURE SUCH FACILITY AND PARTICIPANT’S BUSINESS INTERRUPTION AND EXTRA EXPENSE EXPOSURES AT ALL TIMES.
Termination. Canadian Red Cross may end the Program at any time. Participant may withdraw at any time by sending their request to https://www.readyrating.ca/. Canadian Red Cross may terminate Participants’ participation in the program upon providing written notice to the Participant.
Continuation of Eligibility to use the Ready Rating Seal. If, in return for the privilege to display the Ready Rating Seal, Participant makes a commitment to increase its level of preparedness for disasters and emergencies that may affect its Facilities, and a commitment to encourage individuals who regularly use such Facilities ("Individuals") to increase their preparedness for disasters and emergencies that may affect them at the Facilities, at home or elsewhere; then at the end of the initial twelve (12) month period of Participant’s enrolment in the Program, Participant's score on its then most recent self- assessment using the Program Tools must be greater than its first such self-assessment score (or equal to same if there is no higher score attainable). For each twelve (12) month period thereafter, Participant's score on its then most recent self- assessment is expected to increase as long as there is a higher score to achieve. If such continued performance improvement is not achieved, Canadian Red Cross may take other steps designed to assist Participant in improving its score, and as a last resort may, but shall not be obligated to, terminate Participant’s eligibility for the Program.
Independent Contractor. The Canadian Red Cross is providing to Participant the Program hereunder as an independent contractor and nothing herein will create any association, partnership or joint venture between the Parties hereto or any employer-employee relationship. Neither Party may act for or on behalf of or in the name of the other Party.
Other Provisions. This Agreement, which includes the graphics standards for the Seal as referenced herein, contains the entire understanding and agreement of the Parties relative to the subject matter of this Agreement, and there are no other understandings and agreements relative thereto. Any prior agreement between the Participant and the Canadian Red Cross (or any national Red Cross chapter or unit) relating to Program membership is deemed terminated effective as of the day before the first day of the Term of this Agreement, except with regard to any provisions that survive termination pursuant to the express terms of such prior agreement. Neither the content of the Website (other than this Agreement and the referenced graphics standards), nor of any other materials provided or communications made by the Canadian Red Cross prior to or during the Term, shall be considered a part of this Agreement. This Agreement may be amended only by a writing signed by both Parties, except that the referenced graphics standards may be revised unilaterally by the Canadian Red Cross. No waiver shall be binding unless in writing signed by the Party making the waiver. The headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
Authority. Participant represents and warrants that the individual who entered Participant into the Program is duly authorized to do so and to agree to all the terms and conditions contained herein, on behalf of Participant.
