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Terms & Conditions

THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING Canada Learning Code PROPERTY.

Last updated on January 1, 2016

  1. INTRODUCTION
  2. Welcome to the branded properties of Canada Learning Code and its subsidiaries (collectively, “Canada Learning Code”) which include without limitation, any Canada Learning Code print products, digital properties, Internet sites and domains (each a “Canada Learning Code Property” and collectively the “Canada Learning Code Properties”), your use of which is subject to these terms and conditions (the “Terms and Conditions”). By using a Canada Learning Code Property, or any of Canada Learning Code’s products or services (each a “Service” and collectively the “Services”) available in or on a Canada Learning Code Property, including Services offered on a payment basis (each a “Pay Service” and collectively the “Pay Services”), you agree, without limitation or qualification, to be bound by these Terms and Conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with use of a Canada Learning Code Property or Service, or, in the case of a Pay Service, which form part of your agreement to pay to access or use any particular Canada Learning Code Property or Service (your “Pay Services Agreement”), all as may be modified by Canada Learning Code from time to time in accordance with these Terms and Conditions. If you do not agree with these Terms and Conditions, you may not use a Canada Learning Code Property or Service and must terminate any applicable Pay Services Agreement in accordance with these Terms and Conditions and the terms and conditions of such Pay Services Agreement.
  3. REGISTRATION, ACCOUNTS AND PASSWORDS
  4. Certain of the Services and related material, software, information, data and other content made available via a Canada Learning Code Property (“Content”) may require registration or subscription. Should you choose to register or subscribe for any such Services or related Content, you agree to provide accurate and current information about yourself as required by the relevant registration or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration or subscription to a Canada Learning Code Property, and (b) all activities that occur, including transaction effected, under such password or account. Further, you agree to notify Canada Learning Code of any unauthorized use of your password or account. Canada Learning Code will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section. You agree that your access to an online Pay Service may be restricted to simultaneous access on two or fewer distinct devices at one time and Canada Learning Code reserves the right to force a log off for your account in the event it determines at any time, in its sole discretion, that your account has been simultaneously logged into on more distinct devices than permitted. You agree that you are solely responsible for any fees, overages, penalties or any other costs charged to you by any third party internet, cellular or other communications/data provider.
  5. RESTRICTIONS ON USE OF MATERIALS
  6. All Content available in or on a Canada Learning Code Property, including the manner in which such Content is presented, and the Services are: Copyright © Canada Learning Code, Inc., its affiliates and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. Canada Learning Code and/or its licensors grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal, private and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a Canada Learning Code Property or any of the Services, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content.
  7. TRADEMARKS
  8. All trademarks of Canada Learning Code, Inc. may only be used under license by affiliates or with the express written permission of Canada Learning Code. All other product, brand and company names and logos used or mentioned in or on a Canada Learning Code Property or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing in or on a Canada Learning Code Property or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.
  9. USER CONDUCT
  10. In consideration of the availability, and your use, of a Canada Learning Code Property or any of the Services, you agree to comply with all applicable laws and these Terms and Conditions when using such Canada Learning Code Property or Service. You acknowledge that The Canada Learning Code may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, you agree not to:
    • post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use a Canada Learning Code Property or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying a Canada Learning Code Property, any of the Services, or the Internet;
    • defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity;
    • post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
    • post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component;
    • use any spider, robot, other automatic device, or manual process to monitor or copy a Canada Learning Code Property or the content contained thereon for any unauthorized purpose without Canada Learning Code’s express written consent.
  1. RESPONSIBILITY FOR MINORS
  2. In cases where you have authorized a minor to use a Canada Learning Code Property or any of the Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor’s access to and use of a Canada Learning Code Property or any of the Services; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas or portions of a Canada Learning Code Property may contain material that is inappropriate for minors.
  3. FORUMS AND CONTENT SUBMISSIONS
  4. Where applicable, by uploading materials to any chat board or forum available on a Canada Learning Code Property (collectively “Forums”) or otherwise submitting any materials to us through any other content generating or submitting Service on a Canada Learning Code Property, you automatically grant (or warrant that the owner of such materials expressly grants) Canada Learning Code and its affiliates and licensors a world-wide, perpetual, royalty-free, irrevocable and non-exclusive right and license to use, copy, adapt, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials, for the limited purposes of publishing and promoting such materials in connection with the Forum or other Service through which the materials were submitted or generated, and for all promotions thereof. Such license will apply with respect to any form, media, or technology now known or later developed. In addition, you warrant that all “moral rights” in such materials have been waived.
  5. When participating in a Forum, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated. Canada Learning Code and/or its affiliates and licensors cannot be responsible for the content or accuracy of any information, and will not be responsible for any reliance or decisions made based on such information. When using a Forum, you may not post, transmit, link to, or otherwise distribute any information, materials or content that do not generally pertain to the designated topic or theme of the particular Forum. Use of a Forum for commercial purposes of any kind is strictly prohibited. Please note that Canada Learning Code reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these Terms and Conditions.
  6. All letters, articles, comments, and other material submitted for publication may be published, distributed and stored by Canada Learning Code, its assignees and its licensees in whole or in part, in print or by any other means, including but not limited to electronic, worldwide and in perpetuity, without compensation to the author.
  7. DISCLAIMER
  8. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Canada Learning Code PROPERTIES AND ANY OF THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT EACH OF Canada Learning Code, ITS AGENTS, REPRESENTATIVES AND LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY THE “Canada Learning Code GROUP”) DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS AND ENDORSEMENTS (COLLECTIVELY THE “WARRANTIES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, SUITABILITY, RELIABILITY, FREEDOM FROM INFECTIONS OR VIRUSES OR COMPLETENESS AS WELL AS ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE; AND (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Canada Learning Code GROUP SPECIFICALLY MAKES NO WARRANTIES THAT A Canada Learning Code PROPERTY OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A Canada Learning Code PROPERTY OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
  9. PROFESSIONAL INFORMATION DISCLAIMER
  10. Canada Learning Code Properties may make available certain information provided by third parties related to various professional fields such as, without limitation, medicine and other health and fitness related matters, law, accounting and financial planning and investments (“Professional Information”). Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, product or course of action. Use of Professional Information or other Content does not replace consultations with a qualified medical, legal, financial or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes rapidly and therefore, some Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any Professional Information rests with you. You further agree that Canada Learning Code Group, including its suppliers, will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any Professional Information.
  11. You acknowledge that Canada Learning Code, its affiliates and licensors, and employees, subcontractors or agents may invest or otherwise hold interests in entities which may be referenced in any of the Services or Content accessible through a Canada Learning Code Property. The views and opinions expressed in or on a Canada Learning Code Property are not intended to constitute a description of securities bought, sold, or held on behalf of Canada Learning Code Group nor an indication by Canada Learning Code Group of any intention to buy, sell, or hold any security.
  12. DISCLAIMER REGARDING ONLINE SEARCH CONTENT
  13. Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works and any other works (the “Multimedia Content”) located through any online Canada Learning Code Property’s search services are protected by copyright and/or other intellectual property laws. Canada Learning Code does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside an online Canada Learning Code Property, all of the Multimedia Content contained on such sites is owned and served by entities other than Canada Learning Code. Canada Learning Code provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through an online Canada Learning Code Property’s search services for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.
  14. MONITORING
  15. You acknowledge that Canada Learning Code has no obligation to monitor any online Canada Learning Code Property or any content accessible through any online Canada Learning Code Property or any of the Services. However, you agree that Canada Learning Code has the right to monitor any online Canada Learning Code Property electronically from time to time and to disclose any information, including your personal information, as necessary to satisfy any law, regulation or other governmental request, to operate a Canada Learning Code Property or any of the Services properly, or to protect itself or its users in accordance with the Privacy Policy.
  16. MODIFICATIONS
  17. For users of Canada Learning Code Properties other than in relation to Pay Services Agreements, Canada Learning Code reserves the right, in its sole discretion, to add to, remove from, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein, changes will be effective when notice of such change is posted on a Canada Learning Code Property. Please check these Terms and Conditions regularly for updates by checking the date of “Last Update” at the top of this document. If any change is not acceptable to you, you must discontinue your use of any Canada Learning Code Properties and any of the Services immediately. Your continued use of a Canada Learning Code Property or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, Canada Learning Code reserves the right to change, modify, suspend or discontinue any aspect of a Canada Learning Code Property, Services or Content from time to time without notice or liability and for any reason whatsoever. For users who have entered into a Pay Services Agreement, modifications to your Pay Services Agreement or these Terms and Conditions are discussed below.
  18. DOWNLOADS AND SHAREWARE
  19. Certain Canada Learning Code Properties allow you to download software applications or other forms of Content, including files, images and/or data incorporated therein (collectively, the “Software”). The Software is made available to you by Canada Learning Code or third parties subject to the terms and conditions made available to you during the software installation process. Additionally, you agree that the Software is licensed to you by Canada Learning Code or third parties for your personal and non-commercial use only provided that you do not modify the Software and that you maintain all copyright and other proprietary notices and that Canada Learning Code or the designated third parties retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that Canada Learning Code Group, including its suppliers, to the maximum extent permitted by law, makes no warranties regarding the Software, and will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications.
  20. CONTENT LINKED TO AN ONLINE Canada Learning Code PROPERTY
  21. Please exercise discretion while browsing the Internet. Please note that certain links on an online Canada Learning Code Property may take you to other websites. Canada Learning Code provides these links only as a convenience and not as an endorsement by Canada Learning Code. These linked sites are not necessarily under the control of The Canada Learning Code. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. The Canada Learning Code is not responsible for the content of any such linked sites or any other web page which is not part of an online Canada Learning Code Property and under Canada Learning Code’s control. Unless otherwise expressly provided, Canada Learning Code Group makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that The Canada Learning Code Group will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from an online Canada Learning Code Property.
  22. DEALINGS WITH THIRD PARTIES
  23. You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, a Canada Learning Code Property or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. Canada Learning Code Group assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions will be yours alone. You agree that Canada Learning Code Group will not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.
  1. INDEMNIFICATION
  2. You agree to defend, indemnify and hold harmless each member of The Canada Learning Code Group and each of their respective officers, directors, employees and agents, including all third parties mentioned in or on a Canada Learning Code Property, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; (b) your access to or use of a Canada Learning Code Property, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a Canada Learning Code Property or through any of the Services. You will use your best efforts to cooperate with The Canada Learning Code Group in the defense of any claim. The Canada Learning Code Group reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
  3. LIMITATION OF LIABILITY
  4. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE Canada Learning Code GROUP BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER THE Canada Learning Code HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF A Canada Learning Code PROPERTY, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO A Canada Learning Code PROPERTY OR ANY OF THE SERVICES.
  5. GOVERNING LAW/JURISDICTIONAL ISSUES
  6. All Canada Learning Code Properties and Services are controlled, operated and administered by The Canada Learning Code from its offices within Canada. The Canada Learning Code makes no representation or warranty that a Canada Learning Code Property or any of the Services are appropriate or available for use at any locations outside Canada. If you access a Canada Learning Code Property from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a Canada Learning Code Property in violation of applicable export laws and regulations. These Terms and Conditions will be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to Section 24 (Arbitration and Actions) below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
  7. ARBITRATION AND ACTIONS
  8. Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, a Pay Service (unless otherwise specified in Pay Services Agreement), your Pay Services Agreement, your use of any Canada Learning Code Property or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions or your receipt and use of a Canada Learning Code Property or Services, which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a “Claim”), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against The Canada Learning Code Group relating to any Claim and you also agree to opt out of any class proceedings against The Canada Learning Code Group. Notwithstanding the foregoing, The Canada Learning Code reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
  9. SUBMISSION OF IDEAS OR SUGGESTIONS
  10. The Canada Learning Code is always improving The Canada Learning Code sites and services and developing new features. If you have ideas or suggestions regarding improvements or additions, The Canada Learning Code would like to hear them – but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES WILL ANY DISCLOSURE OF ANY IDEA OR SUGGESTION OR RELATED MATERIAL TO THE Canada Learning Code AND/OR ITS AFFILIATES OR LICENSORS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL TO THE Canada Learning Code AND/OR ITS AFFILIATES OR LICENSORS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO THE Canada Learning Code AND/OR ITS AFFILIATES OR LICENSORS THAT THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND THAT THE Canada Learning Code AND/OR ITS AFFILIATES OR LICENSORS IS FREE TO IMPLEMENT THE IDEA OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY THE Canada Learning Code AND/OR ITS AFFILIATES OR LICENSORS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
  11. PRIVACY
  12. For information on how user information is collected, used and disclosed by The Canada Learning Code in connection with your use of a Canada Learning Code Property and any of the Services, please consult our Privacy Policy.
  13. GENERAL PROVISIONS
  14. These Terms and Conditions and any Pay Services Agreement you have entered into are personal to you, and you may not assign your rights or obligations to anyone. Your Pay Services Agreement and these Terms and Conditions constitute the entire agreement between The Canada Learning Code and you pertaining to your use of a Canada Learning Code Property, Services and Content and supercede any prior agreements between you and The Canada Learning Code with respect to the subject matter hereof. The Canada Learning Code’s failure to insist upon or enforce strict performance of any right or provision of your Pay Services Agreement or these Terms and Conditions will not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in your Pay Services Agreement or these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions (or parts thereof) contained herein. Except where prohibited by applicable law, any cause of action you may have with respect to your use of The Canada Learning Code Sites or which is the subject of your Pay Services Agreement or these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises. No changes to your Pay Services Agreement or these Terms and Conditions will be made except as expressly contemplated herein. The parties have required that your Pay Services Agreement and these Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.