These Terms of Use (the "Terms") govern access to and use of the SimSite Exercise Portal (the "Exercise Portal"), operated by Northly Risk Design Inc. ("Northly," "we," "us," or "our"). 

 

The Exercise Portal is a simulation and training environment used in connection with exercises, simulations, training programs and related professional services provided by Northly. 

 

SIMULATED CONTENT - NOT REAL - FOR EXERCISE AND TRAINING PURPOSES ONLY 

By accessing or using the Exercise Portal, you acknowledge the nature and purpose of the Exercise Portal and agree to comply with these Terms. 

 

1. Purpose of the Exercise Portal 

 

The Exercise Portal is designed solely to support exercises, simulations, training activities, workshops and related professional services. 

 

Content presented through the Exercise Portal may include simulated: 

• news articles and media reporting; 

• social media posts and commentary; 

• emails, messages and other communications; 

• maps, dashboards and data; 

• market, operational, financial or technical information; 

• photographs, graphics and multimedia; 

• statements attributed to individuals or organizations; 

• government, regulatory, emergency management or public-sector information; 

• cybersecurity, threat, incident or intelligence information; and 

• other scenario materials. 

 

This content is created and presented for exercise and training purposes. It is intended to support participant discussion, decision-making and learning within a simulated environment. 

 

2. Simulated Content - Not Real 

 

CONTENT PRESENTED THROUGH THE EXERCISE PORTAL MAY BE FICTIONAL, ALTERED, SIMULATED, OUTDATED, INCOMPLETE OR DELIBERATELY INACCURATE FOR EXERCISE PURPOSES. 

 

Exercise content must not be interpreted or relied upon as current or actual information concerning any person, organization, event, security incident, market condition, infrastructure condition, emergency, threat or other real-world circumstance. 

 

Users are responsible for maintaining a clear distinction between Exercise Portal content and real-world information. 

 

In particular, users must not rely on Exercise Portal content to make actual: 

• emergency or crisis response decisions; 

• operational or business decisions; 

• investment, trading or financial decisions; 

• cybersecurity or information-security decisions; 

• legal, regulatory or compliance decisions; 

• public safety decisions; or 

• other real-world decisions. 

 

Where a real-world decision is required, users must obtain and rely upon appropriate authoritative information through their organization's normal operational channels. 

 

3. Exercise Content May Incorporate Real-World Elements 

 

To create realistic and useful simulations, Exercise Portal content may incorporate or refer to real-world elements, including actual: 

• companies and organizations; 

• government bodies and regulators; 

• public officials or other individuals; 

• geographic locations; 

• products and services; 

• financial markets; 

• infrastructure; 

• websites, media organizations or communications channels; 

• historical events or publicly available information; and 

• names, logos, trademarks, trade names, visual styles or other identifying features. 

 

The presence of a real-world person, organization, brand, location or other element does not mean that the associated simulated event, statement, conduct, condition or information is real. 

 

Unless expressly stated otherwise, simulated statements or conduct attributed to a real person or organization are created solely for the exercise and should not be interpreted as an actual statement, position, action or circumstance involving that person or organization. 

 

4. No Affiliation, Endorsement or Representation by Third Parties 

 

Unless expressly identified otherwise, third parties referenced or depicted in Exercise Portal content are not affiliated with, sponsoring, endorsing, participating in or approving the Exercise Portal, the applicable exercise or the simulated content. 

 

The use or appearance of a third party's name, logo, trademark, trade name, website style, product, service, image or other identifying material is intended solely to provide context or realism within a simulated training environment and does not imply endorsement, sponsorship or affiliation. 

 

All third-party trademarks, logos, copyrighted materials and other intellectual property remain the property of their respective owners. 

 

5. Exercise Scenarios Are Not Statements of Fact 

 

Exercise scenarios are constructed for training and simulation purposes. 

 

Nothing within the Exercise Portal should be interpreted as: 

• an allegation of actual misconduct; 

• an allegation of negligence or wrongdoing; 

• a statement about the actual security, resilience or vulnerability of an organization; 

• an assessment of an organization's actual financial or operational condition; 

• an assertion that a person or organization has experienced, caused or is likely to experience a particular event; 

• an actual intelligence, threat or security assessment; or 

• a prediction that a simulated event will occur. 

 

Similarity between simulated circumstances and actual past, present or future events may be intentional for exercise-design purposes or may be coincidental. 

 

6. No Professional Advice 

 

Exercise Portal content is provided as part of a simulation or training activity and does not constitute legal, financial, investment, accounting, regulatory, cybersecurity, emergency-management, medical, technical or other professional advice. 

 

Northly's professional services associated with an exercise are governed by the applicable agreement between Northly and its client. 

 

Exercise Portal content should not independently be treated as advice, an instruction, a recommendation or an operational direction from Northly. 

 

7. Authorized Exercise Use 

 

The Exercise Portal and individual Exercise Portal links are intended for persons authorized to participate in, facilitate, observe, support or otherwise access a Northly exercise or related activity. 

 

Users may access and use Exercise Portal content only: 

• for the exercise or training purpose for which access was provided; 

• in accordance with instructions provided by Northly or the organization sponsoring the exercise; and 

• in compliance with applicable law and these Terms. 

 

Access to one Exercise Portal page or link does not necessarily authorize access to other pages, scenarios or exercise materials. 

 

Northly may establish, change, restrict or remove access to Exercise Portal content at any time. 

 

8. Links and Exercise Sequencing 

 

Exercise Portal content may be delivered through different URLs or pages at different stages of an exercise. 

Certain pages may represent different simulated points in time, scenario developments or information available to particular participant groups. 

 

Users should access Exercise Portal materials only when directed to do so by Northly or the organization conducting the exercise. 

 

Users must not intentionally attempt to discover, access or distribute unreleased exercise content or URLs where it is apparent that doing so would circumvent the intended sequencing or conduct of an exercise. 

 

9. Restrictions on Use 

 

Users must not use the Exercise Portal or its content: 

• for any unlawful purpose; 

• to mislead another person into believing that simulated content is genuine; 

• to knowingly present simulated content as actual news, intelligence, evidence or real-world information; 

• to cause unnecessary alarm, disruption, reputational harm or confusion; 

• to impersonate another person or organization; 

• to interfere with an exercise or obtain unauthorized access to exercise materials; 

• to probe, scan, test or attempt to defeat the security of the Exercise Portal or its hosting infrastructure, except where specifically authorized in writing as part of an exercise; 

• to introduce malware, malicious code or harmful content; 

• to scrape, crawl, harvest or systematically extract Exercise Portal content; 

• to reproduce or commercially exploit Exercise Portal content for an unrelated purpose; or 

• in a manner that infringes or violates the rights of Northly, its clients or any third party. 

 

10. Sharing, Screenshots and Distribution 

 

Exercise Portal content may contain scenario information intended for a particular exercise or participant group. 

 

Unless Northly or the organization sponsoring the exercise expressly authorizes broader distribution, users should not publish, publicly distribute or disseminate Exercise Portal content outside the context of the applicable exercise. 

 

Users should exercise particular care when sharing screenshots, excerpts or links because Exercise Portal content may lose its simulation context when separated from the Exercise Portal's notices and surrounding materials. 

 

If Exercise Portal content is reproduced or shared for an authorized exercise purpose, any applicable simulation markings or notices should be preserved wherever reasonably practicable. 

 

Nothing in this section replaces or reduces any confidentiality obligation that may apply under an agreement between Northly and its client, between a participant and their organization, or otherwise. 

 

11. Client and Participant Information 

 

Exercise Portal scenarios may contain information supplied by or developed in consultation with Northly's clients. 

 

The use, confidentiality and handling of client information may also be governed by separate agreements between Northly and its clients. 

 

Users must treat any information identified as confidential, proprietary, privileged or otherwise restricted in accordance with the requirements applicable to their participation in the exercise. 

 

Users should not upload, submit or transmit confidential, personal, privileged, regulated or sensitive information through the Exercise Portal unless specifically instructed and authorized to do so. 

 

The Exercise Portal is not intended to function as a repository for operationally sensitive information or as a secure communications platform. 

 

12. Intellectual Property 

 

Except for third-party materials and client materials identified as such, the Exercise Portal and the materials created by Northly for it - including scenario content, text, graphics, layouts, exercise materials, designs and other original content - are owned by Northly or used by Northly under licence and are protected by applicable intellectual property laws. 

 

Subject to these Terms and any applicable client agreement, Northly grants authorized users a limited, temporary, non-exclusive and non-transferable right to access and use Exercise Portal content solely for the applicable exercise or training activity. 

No ownership or other intellectual property rights are transferred to users. 

 

Except as permitted by applicable law, an applicable client agreement, or Northly's written authorization, users may not reproduce, modify, republish, distribute, sell, license, create derivative commercial products from, or commercially exploit Northly's Exercise Portal content outside the purposes for which it was provided. 

 

13. Third-Party Content and Links 

 

The Exercise Portal may contain or reference third-party content, websites, products, services or information. 

Third-party content may be incorporated into, modified for or referred to within a simulation. 

 

Northly does not control third-party websites or services and is not responsible for their availability, security, privacy practices, accuracy or content. 

 

A link or reference to a third party does not constitute an endorsement by Northly. 

Users accessing an external third-party website or service do so subject to that third party's applicable terms, policies and practices. 

 

14. Availability and Technology 

 

The Exercise Portal is provided using third-party technology and hosting services. 

 

Northly does not guarantee that the Exercise Portal will: 

• be continuously available; 

• operate without interruption or delay; 

• be free of technical errors; 

• operate identically on all devices or browsers; 

• preserve every page or item of content indefinitely; or 

• remain accessible through a particular URL. 

 

Northly may modify, replace, suspend or discontinue all or part of the Exercise Portal at any time. 

 

Users and exercise organizers should not rely on the Exercise Portal as an emergency communications system, system of record, evidence repository or business-critical operational system. 

 

15. Cybersecurity and Unauthorized Access 

 

Northly takes reasonable measures appropriate to the nature and purpose of the Exercise Portal but cannot guarantee that any Internet-based service will be completely secure or free from unauthorized access, malicious activity or technical vulnerabilities. 

 

Users must not attempt to obtain unauthorized access to: 

• Exercise Portal administration functions; 

• unreleased exercise content; 

• another exercise or client's content; 

• Wix or other underlying systems; or 

• any computer, network, account or service associated with the Exercise Portal. 

 

Nothing contained in an exercise scenario constitutes authorization to conduct actual cybersecurity testing, scanning, exploitation, intrusion or other activity against any real system or organization. 

 

A simulated authorization, instruction, credential, vulnerability, target or cyber activity appearing within an exercise is not authorization to perform the corresponding activity in the real world. 

 

16. No Warranties 

 

To the maximum extent permitted by applicable law, the Exercise Portal and its content are provided "as is" and "as available." 

 

Northly makes no representation or warranty, express, implied or statutory, regarding: 

• the accuracy or completeness of simulated content; 

• the availability or uninterrupted operation of the Exercise Portal; 

• the suitability of Exercise Portal content for any purpose other than the applicable simulation or training activity; 

• the absence of errors or omissions; 

• the accuracy of third-party information; or 

• the outcome of any exercise or decision made by a participant. 

 

To the maximum extent permitted by applicable law, Northly disclaims all warranties and conditions that may otherwise arise by law, including implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement. 

 

The intentional inclusion of incomplete, conflicting, uncertain, evolving or inaccurate information may form part of the design of an exercise and does not constitute a defect in the Exercise Portal or the associated services. 

 

17. Limitation of Liability 

 

To the maximum extent permitted by applicable law, Northly and its directors, officers, employees, contractors and agents will not be liable for any loss, damage, cost, expense or claim arising from or relating to a user's access to or use of, or inability to access or use, the Exercise Portal, including any loss, damage, cost, expense or claim arising from or relating to: 

• reliance on simulated Exercise Portal content as real-world information; 

• unauthorized, improper or unlawful use of Exercise Portal content; 

• publication, forwarding, alteration or distribution of simulated content outside its intended exercise context; 

• temporary or permanent unavailability of the Exercise Portal; 

• technical errors, delays, interruptions, data transmission issues or incompatibility; 

• third-party websites, content, technology or services; 

• unauthorized access or attempted unauthorized access by a third party; or 

• a user's failure to comply with these Terms or applicable exercise instructions. 

 

To the maximum extent permitted by applicable law, Northly will not be liable for any indirect, incidental, special, exemplary, aggravated, punitive or consequential damages, or for any loss of profits, revenue, business, opportunity, goodwill, reputation or data, whether arising in contract, tort (including negligence), statute or otherwise, even if Northly has been advised of the possibility of such loss or damage. 

 

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited. 

Where access to or use of the Exercise Portal forms part of services provided by Northly under a written agreement with a client, the limitations, exclusions and allocations of liability in that agreement will govern Northly's liability to that client to the extent of any inconsistency with these Terms. 

 

18. Responsibility for Misuse 

 

Users are responsible for their own use of the Exercise Portal and for reasonably foreseeable consequences of intentionally using Exercise Portal content outside its stated simulation and training purpose. 

Northly is not responsible for a user's intentional alteration, mischaracterization or misuse of simulated content after it has been copied, downloaded, captured, forwarded or otherwise removed from its original Exercise Portal context. 

 

19. Privacy 

 

Use of the Exercise Portal is also subject to the SimSite Exercise Portal Privacy Policy, which describes how information associated with access to the Exercise Portal is handled. 

 

20. Relationship to Client Agreements 

 

These Terms govern individual access to and use of the Exercise Portal. 

 

Northly may separately enter into a master services agreement, statement of work, engagement letter, confidentiality agreement or other agreement with the organization sponsoring or commissioning an exercise. 

 

These Terms do not amend or replace those agreements. 

 

If there is a direct inconsistency between these Terms and a written agreement between Northly and its client concerning Northly's provision of the applicable services, the written client agreement will govern as between Northly and that client to the extent of the inconsistency. 

 

No participant obtains any additional contractual right under Northly's agreement with its client solely by accessing the Exercise Portal. 

 

21. Suspension or Termination of Access 

 

Northly may restrict, suspend or terminate access to the Exercise Portal or particular Exercise Portal content where reasonably necessary to: 

• maintain the integrity or sequencing of an exercise; 

• address a security or technical concern; 

• prevent misuse; 

• comply with a client's instruction; 

• protect Northly, a client, a participant or a third party; or 

• comply with applicable law. 

 

Exercise Portal links may also be deactivated following completion of an exercise. 

 

22. Changes to the Exercise Portal or These Terms 

 

Northly may update the Exercise Portal or these Terms from time to time to reflect changes in its services, technology, legal requirements or business practices. 

 

The date shown at the beginning of these Terms identifies the most recent version. 

 

Material changes will apply prospectively unless otherwise required by law. 

 

Continued access to the Exercise Portal following an update constitutes acceptance of the then-current Terms to the extent permitted by applicable law. 

 

23. Governing Law and Jurisdiction 

 

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. 

 

Subject to any applicable written agreement between Northly and its client and to any mandatory law that provides otherwise, disputes arising from or relating to these Terms or use of the Exercise Portal will be subject to the exclusive jurisdiction of the courts of Ontario. 

 

24. Severability 

 

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be interpreted or limited to the minimum extent necessary to make it enforceable where permitted by law, and the remaining provisions will continue in effect. 

 

25. No Waiver 

 

A failure or delay by Northly in exercising a right under these Terms does not constitute a waiver of that right. 

 

26. Entire Terms Relating to Portal Use 

 

Subject to any applicable written client agreement, these Terms and the Privacy Policy constitute the terms applicable to an individual's access to and use of the Exercise Portal. 

 

27. Contact 

 

Questions regarding these Terms or the Exercise Portal may be directed to: 

 

Northly Risk Design Inc. 
privacy@northlyrisk.ca