Effective Date: August 1, 2014

PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THIS WEBSITE. BY USING THIS WEBSITE, YOU AGREE TO THIS TERMS OF USE AGREEMENT. IF YOU DO NOT AGREE TO THIS TERMS OF USE AGREEMENT, PLEASE DO NOT USE THIS WEBSITE. YOU SHOULD PRINT A COPY OF THIS TERMS OF USE AGREEMENT FOR FUTURE REFERENCE.

1. Acceptance of the Terms

Welcome to the website and online service of Quipped: Interactive Learning Tools Inc. This is a legal agreement between you and Quipped: Interactive Learning Tools Inc. (also referred to as “Quipped”, “us”, or “we”, which terms include all of Quipped’s officers, directors, shareholders, agents, users, representatives, contractors, employees, affiliates, licensors, licensees, suppliers and partners). This agreement governs your use of http://www.quipped.ca (the “Site”), the QUIO application made available by Quipped at the Site and in app stores for use on mobile devices, tablets, personal computers and other devices (the “Application”), and all elements related to the Application, including, but not limited to, updates and upgrades, manuals, online materials, files and documentation of any kind (collectively, the “Service“).

By registering with, accessing or using any aspect of the Service, you signify that you have read, understood and agree to be bound by this Terms of Use Agreement, whether or not you are a registered user of our Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink in this Terms of Use Agreement. You must abide by Quipped’s policies as stated in this agreement as well as all other operating rules, policies and procedures that may be published from time to time on the Service, each of which is incorporated herein by reference and each of which may be updated by Quipped from time to time without notice to you.

Certain areas of the Site (and your access to or use of certain aspects of the Service) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between this Terms of Use Agreement and the terms and conditions posted for a specific area of the Site or a certain aspect of the Service, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site or Service, as applicable.

BY CLICKING “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS TERMS OF USE AGREEMENT, INCLUDING THE PRIVACY POLICY ON THE SITE, AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS AS DESCRIBED HEREIN (COLLECTIVELY, THE “TERMS”). If you are not eligible, or do not agree to the Terms, then please do not access or use the Service. The Terms apply to all visitors, users, Students (as defined below), Teachers (as defined below), and others who access or use the Service (collectively, “Users”).

If you are registering or using the Service on behalf of, or in connection with, your employment or engagement with a company, entity or organization, including any school or other educational institution (collectively, “Subscribing Organization”), you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms, and you hereby do agree to be bound by these Terms on behalf of such Subscribing Organization. In such a case, references to “you” in these Terms shall be construed to mean you, the Subscribing Organization, and any other individual that uses the Service on the Subscribing Organization’s behalf or in connection with their employment with or engagement by such Subscribing Organization. To the extent your Subscribing Organization has a separate written agreement with Quipped, that agreement will define the order of precedence between these Terms and that separate agreement with respect to such Subscribing Organization, provided that you remain individually bound by these Terms with respect to your use of the Service.

We reserve the right to change, amend, delete and add to the terms and conditions contained in these Terms at any time without further notice by posting any changes on the Site. Any new terms or conditions will be effective as soon as they are posted, and by continuing to access or use the Service, you will be deemed to have accepted the new terms and conditions. You are responsible for periodically reviewing the changes on the Service and you are deemed to be aware of such changes. If you do not agree to the changes, you shall immediately stop using the Service.

2. Who We Are

The Site is operated by Quipped. The term “Site” means this website and all of the related web pages, including, but not limited to, content (other than User Content), online games, software, information, photographs, images, illustrations, audio clips, video clips, data, code, designs, pictures, graphics, text, files, icons, user accounts, titles, themes, objects, characters, character names, stories, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, company names, trademarks, logos and trade names or other materials uploaded, downloaded and/or contained in or electronically distributed on the Site, including the manner in which the said content and information is presented or appears.

Quipped Registered Office Address:

• Mailing Address:  100B-318 McDermot Avenue, Winnipeg, Manitoba  R3A 0A2
• Telephone No.:  (204) 272.6075
• Facsimile No.: (204)-943-9462
• Contact Person: Suzanne Braun
• E-mail Address:  [email protected]

3. Eligibility and Account Registration

The Service is intended only for Users who are residents of Canada. In consideration of your access or use of any aspect of the Service, including the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by any registration form(s) on the Service, including your geographical location and address (the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, including a valid email address. If you provide any information that is untrue, inaccurate, not current or incomplete, Quipped has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

Registered Users will receive a password and account designation upon completing the Service registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password, account designation or account. You agree to: (a) immediately notify Quipped of any unauthorized use of your password, account designation or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. You agree that Quipped cannot and will not be liable for any loss or damage arising from your failure to keep your password and account secure.

You may not transfer or sell your account and account designation to another party. If you are registering as a business entity or Subscribing Organization, you personally guarantee that you have the authority to bind the entity or Subscribing Organization to these Terms.

You may not access or use the Service if you live in a jurisdiction where access or use of the Service or any part of it may be illegal or prohibited, or if you reside outside of Canada. It is solely your responsibility to determine whether your access or use of the Service is lawful, and you must comply with all applicable laws. We reserve the right to request proof of identification and residence.

The Service is not available to temporarily or indefinitely suspended registered Users. Quipped reserves the right, in Quipped’s sole discretion, to cancel unconfirmed or inactive accounts. Quipped reserves the right to refuse the Service to anyone, for any reason, at any time.

(a) Special Terms for Use by Teachers.

If you are a teacher, principal, professor or other education professional (“Teacher”) accessing or using the Service, the following terms apply to you:

1. You represent and warrant that you have permission from your school and/or district, as applicable, (“School”) to enter into these Terms and to use the Services as part of your curriculum. If you are entering into this agreement on behalf of your School, you further represent and warrant that you have authority to bind your School to these Terms.
2. If Quipped has contracted directly or indirectly with your School, you represent, warrant, covenant and agree that your access and use of the Service is within the scope of the agreement between Quipped and your School. You acknowledge that certain information that you input into the Service may be considered personal information about students or other individuals under The Freedom of Information and Protection of Privacy Act (Manitoba) (or other privacy legislation that may be applicable in your jurisdiction), and you represent, warrant, covenant and agree that your School has obtained appropriate written permission from the parent, guardian, eligible student, or other individual, as applicable, in order to disclose such personal information to Quipped for use in connection with the operation of the Service, as provided herein. You further represent, warrant, covenant and agree that you and the School will be solely responsible for maintaining backup copies of all personal information and providing parents, guardians, eligible students, or other individuals, access to the personal information for the purposes of inspecting, reviewing and correcting any information in such records.

(a) Special Terms for Use by Students.

If you are a student who has been invited to access or use the Service by your Teacher (a “Student”), the following additional terms apply to you:

1. Only those Students who have been invited by a Teacher to access or use a certain aspect of the Service may access or use that aspect of the Service. You represent, warrant, covenant and agree that you will not access or use a certain aspect of the Service unless you are invited by a Teacher who is authorized to give you access and use to that aspect of the Service.
2. In general, most of the information that is provided to Quipped is provided directly by the Teacher or the School, including but not limited to, certain educational records that may contain personal information, such as grades (the “Educational Records”). If you are over eighteen years of age, you hereby authorize and consent to Quipped storing, accessing and using any of your personal information that is provided directly by you, as well as any of your personal information, such as Educational Records, that is provided by your Teacher or School. If you are under eighteen years of age, you represent, warrant, covenant and agree that you have obtained permission from your parent, guardian or other person authorized to provide such permission to disclose your personal information to Quipped in connection with Quipped’s operation of the Service.

4. Privacy

Quipped collects, uses and discloses Users’ personal information in accordance with its Privacy Policy, which is available by clicking https://www.quio.ca/privacy-policy. Quipped’s Privacy Policy may be changed from time to time by Quipped in its discretion without any notice or liability to you or any other person by making an amended Privacy Policy accessible through the Site. By accepting these Terms, and each time you use and access the Site, you consent to the collection, use and disclosure of your personal information by Quipped in accordance with the Privacy Policy as it then reads.

5. Paid Services

Certain aspects of the Service may be provided for a fee or other charge. These fees and charges are described on the Site, and in the event you elect to use paid aspects of the Service, you agree to the pricing, payment and billing policies applicable to such fees and charges, posted or linked at the Site webpage when you elect to use the paid aspects of the Service. Quipped may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.

You may cancel your User account at any time; however, there are no refunds for cancellation. As permitted under these Terms, Quipped has the right at any time for any reason or no reason to suspend or terminate your User account, terminate these Terms, and/or refuse any and all current or future access or use of the Service without notice, refund, obligation or liability to you. In the event that Quipped suspends or terminates your User account, or these Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your User account, or for anything else. You acknowledge that Quipped has the perpetual and irrevocable right to delete any or all of your User Content (as defined below) and data, including your intellectual property rights therein, from Quipped’s servers and from the Service, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to you or any other party.

YOU UNDERSTAND AND AGREE THAT QUIPPED HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE, IN WHOLE OR IN PART, ANY USER CONTENT OR OTHER CONTENT RELATED TO THE SERVICE, INCLUDING WITHOUT LIMITATION, DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON QUIPPED’S SERVERS, AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.

6. Licence

The Service and the Service Content is the proprietary property of Quipped with all rights reserved. Provided that you are eligible for use of the Service and subject to these Terms, Quipped hereby grants to you a limited personal, non-exclusive, non-sublicensable, revocable, non-assignable and non-transferable right and license, in Canada, to reproduce and display the Site and the Application, solely for your personal and non-commercial use in connection with viewing the Site and using the Application on any computer and any mobile devices, tablets, personal computers and other devices which you own and control, subject to any usage rules or other restrictions set out by the device manufacturer, “app store” provider or platform operator (e.g. Apple, Google, Microsoft, Amazon) for the term of this agreement (the “Licence”).

The rights granted under the Licence are subject to your compliance with the terms and conditions of these Terms. In particular, you may not do any of the following without obtaining prior written permission from us:

1. sublicense, reproduce, duplicate, copy, rent, lease, sell, resell, exploit, redistribute, modify, create derivative works from, reverse engineer, broadcast, distribute, disseminate, decompile, publish, transmit, translate, adapt or vary any of the Service Content (as defined below) of the Service, or any portion thereof, including but not limited to the Site and the Application, in any form or by any means whatsoever, be they physical, electronic or otherwise;
2. remove any copyright, trademark or proprietary notices from any copies of the Service Content of the Service;
3. create a database in electronic or structured manual form by systematically downloading and storing all or any of the Service Content of the Service.

Quipped retains all rights not expressly granted hereunder.

You are responsible at all times for acting in compliance with applicable copyright laws. The License is subject to these Terms and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service, other than as specifically authorized under this agreement, without the prior written permission of Quipped, is strictly prohibited and will terminate the License. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws, and applicable regulations and statutes. The License is revocable by Quipped at any time without notice and with or without cause.

Your use of the Service cannot in any way harm or prejudice the image or perception of the Service or Quipped to others receiving the information on the Site. You may not do anything to harm the functioning or the Service Content of the Site or the Service. You will not attempt to upload, insert or change any information or image to or on the Site or the Service. You will not permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or the proprietary rights of third parties.

7. Intellectual Property Ownership

The Service and all Service Content (as defined below) is the proprietary property of Quipped, its content suppliers or its licensors, as the case may be, and is protected by Canadian and international copyright, trademark and other applicable laws. For the purposes of these Terms, “Service Content” includes any and all material, content, the Site, information in text, graphical, video and audio forms, images, reports, learning maps, articles, publications, data, databases, charts, graphics, photographs, illustrations, technology, code, ideas, inventions, concepts, know-how, techniques, interfaces, designs, music, sound, software, product names, company names, trademarks, logos and trade names contained in the Service or used by Quipped in association with the Service (other than User Content), together with all intellectual property rights therein.

Except for the rights you may have in the User Content (as defined below) posted, submitted or otherwise made available by you via the Service, you do not acquire ownership rights or any implied right to the Service or Service Content that you obtained, accessed, used or viewed via the Service.

8. User Content

The Service allows registered Users to submit “User Content” to or via the Service. “User Content” includes any and all material, information about Students, Educational Records, feedback, observations, lesson plans, rubrics, Student assignments, comments, information in text, graphical, video and audio forms, images, reports, articles, publications, data, databases, charts, graphics, photographs, illustrations, technology, code, ideas, inventions, concepts, know-how, techniques, interfaces, designs, music, sound, software, product names, company names, trademarks, logos and trade names, including any intellectual property rights contained therein, that is submitted, posted or otherwise made available by Users via the Service.

Quipped endeavours to keep all User Content that you submit to or via the Service strictly confidential from other Users; however, certain functions of the Service may permit you to directly share your own User Content with other Users, if you choose to do so. For more information, please see the Quipped Privacy Policy at https://www.quio.ca/privacy-policy.

9. User Content Licence

When you submit your original copyrightable User Content via the Service, you retain ownership of any copyright you claim to your submitted User Content. However, by making your User Content available via the Service, you automatically hereby grant to Quipped, or warrant that the owner has expressly granted to Quipped, a royalty-free, fully-paid, perpetual, irrevocable, non-exclusive, transferable, worldwide, sublicensable (through multiple tiers) right and licence to use, reproduce, copy, publish, distribute, transmit, host, market, create derivative works of, modify, bundle, adapt, communicate, display and perform the User Content and any intellectual property rights therein (including but not limited to any copyright, trademark, publicity and database rights), in any form, technology or media now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Quipped. Further, Quipped shall be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purposes whatsoever, including but not limited to, research, development, manufacturing and marketing of products and services and other items incorporating such ideas, concepts, know-how and techniques. You agree that Quipped can grant sublicences with respect to the User Content. You represent and warrant that you have the right to grant the license set out in this Section.

Subject to the Privacy Policy where relevant, you hereby (i) agree to waive all moral rights in any User Content and any intellectual property rights therein in favour of Quipped; (ii) consent to your name appearing as the author or contributor of any such User Content, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with such User Content; (iii) acknowledge and agree that Quipped is not responsible for any loss, damage or corruption that may occur to your User Content; and (iv) acknowledge and agree that any User Content you provide for display on the Service will be considered non-confidential.

When you submit User Content to or via the Service, you (i) represent and warrant that the User Content is original to you and that no other party has any rights thereto, and that you retain ownership of any copyright or other intellectual property right you claim to your submitted User Content, or (ii) you represent and warrant that you are legally entitled to post, submit, or otherwise make available the User Content and grant the foregoing licence to Quipped.

10. Modifications to this Service

Quipped reserves the right to modify or discontinue, temporarily or permanently, the Service, or any part thereof, including but not limited to the Site or the Application, with or without notice at any time. You agree that Quipped will not be liable to you or to any third party for any modification, discontinuance, or suspension of the Service, or any part thereof.

Quipped may change, suspend or discontinue the Service, including any Service Content, for any reason, at any time, including the availability of any feature or content. Quipped may also impose limits on certain features and services or restrict your access and use to parts or all of the Service without notice or liability.

11. Trademarks

QUIPPED: INTERACTIVE LEARNING TOOLS INC., QUIO, QUIO & DESIGN, QUIO LEARNING MAP and other trademarks, trade names and logos appearing on or via the Service are registered or unregistered trademarks, logos or trade names of Quipped. Other product and company trademarks, trade names and logos appearing on or via the Service may be registered or unregistered trade names, logos or trademarks of their respective owners. Any use of the trademarks, trade names and logos (collectively, the “Marks”) displayed on or via the Service, except as expressly provided in these Terms, is strictly prohibited. Nothing appearing on or via the Service or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use, display or copy, in any manner, any Mark displayed on or via the Service.

12. Links and Framing

You may not link to or frame the Service, or any portion thereof, except as provided herein.

Upon linking to the Site pursuant to these Terms, you will be granted a personal, revocable, non-assignable, non-transferable and non-exclusive licence, in Canada, without the right of sublicense, to use the trademark QUIO, a trademark owned by Quipped, solely for providing an underlined, textual link from your website to the Site for the term of this agreement. No other use of Quipped’s trademarks, trade names or logos is permitted without the express written permission of Quipped.

Without limiting other provisions contained in these Terms, you may include a link or links on your website to the Site’s publicly accessible web pages (any web page which does not require a login, user name, password and/or restricted access). You may not link to the Service any website containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material, or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.

Quipped does not permit activities such as bringing up or presenting content of the Service within another website (“framing“). In this regard, without limiting the provisions contained in these Terms, you may not frame any web page from the Service. Further, you may not archive, cache or mirror any of the Service, or any part thereof.

 The Service may contain hyperlinks to websites owned and controlled by others. Links to external websites are provided solely for your convenience. The provision of a link does not imply that there is any association between us and the operators of the external website. We are not responsible for any information found on the external websites.

We do not endorse any external website or accept responsibility for its accuracy, authenticity, timeliness or completeness.  Your use of any external website is governed by the terms of use of that website. You access these linked external websites at your own risk. You agree that Quipped shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, products or services available on or through any such external websites.

13. Code of Conduct

You agree that you will be personally responsible for your use of the Service and for all of your communication and activity in using the Service, including any User Content you contribute. You agree at all times to indemnify, defend and hold us harmless and any of our employees, customers, directors, officers, shareholders, agents, users, affiliates, licensors, licensees, suppliers, contractors, representatives and partners from any and all liability or damages arising from your conduct on the Service, including any User Content that you contribute and/or infringement of a third party’s intellectual property rights. You will violate these Terms if you do any of the following:

1. Post, transmit, promote, or distribute User Content that is illegal.
2. Harass, threaten, embarrass, or do anything else to another User, account holder or guest that is unwanted.
3. Transmit or facilitate distribution of User Content that is harmful, abusive, racially or ethnically offensive, vulgar, obscene, indecent, unlawful, pornographic, offensive, sexually explicit, defamatory, infringing, libellous, slanderous, invasive of personal privacy or publicity rights, or, in a reasonable person’s view, objectionable.
4. Impersonate another person (including celebrities), indicate that you are a Quipped employee or a representative of Quipped, or attempt to mislead Users by indicating that you represent Quipped or any of Quipped’s partners or affiliates.
5. Attempt to get a password, other User account information, or other private information from an account holder or any other User of the Service.
6. Upload any software or User Content that you do not own or have the legal right to freely distribute.
7. Upload files that contain a virus or corrupted data.
8. Post messages for any purpose other than personal communication, including without limitation advertising, promotional materials, chain letters, pyramid schemes, or make any commercial use of the Service.
9. Make false reports to Quipped staff members.
10. Modify the Service or any part thereof that Quipped does not specifically authorize you to modify.
11. Fail to obey all applicable laws, regulations and rules wherever you accessing or using the Service. This includes rules for use of third-party technology and content, rules of interactive service providers, and federal, state, local and foreign laws where applicable.
12. Attempt to interfere with, hack into or decipher any transmissions to or from the servers running the Site.
13. Use the word QUIPPED in your username without permission. You may not use mature, profane or racist language or images in the public areas of your account (for example: username, avatar, profile).

14. Termination

Without prejudice to any other rights we may have, we may terminate these Terms, your password and/or User account and we may remove and discard any User Content within the Service, without notice to you and for any reason, in our sole discretion, if you fail to comply with the terms and conditions of these Terms or acted inconsistently with the letter or spirit of these Terms. In the event these Terms are terminated, you will no longer have access to or use of the Service.

Quipped may, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice to you. You agree that any termination of your access to and use of the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Quipped may immediately deactivate or delete your User account and all related information and files. Quipped reserves the right to bar any further access to and use of such files or the Service. You agree that Quipped shall not be liable to you or any third-party for any termination of your access and use to the Service or any part thereof.

You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of or to the Service, or any policies or practices by Quipped in providing the Service, including without limitation any change in Service Content, is to cease using the Service and cancel or terminate your User account, as applicable.

Any such termination by Quipped shall be in addition to and without prejudice to such rights and remedies as may be available to Quipped, including injunction and other equitable remedies.

15. DISCLAIMER OF WARRANTIES / LIMITATION OF LIABILITY

YOU AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, AND THAT YOUR USE OF THE SERVICE PROVIDED BY QUIPPED SHALL BE AT YOUR SOLE RISK. THE INFORMATION CONTAINED IN THE SERVICE IS DERIVED FROM SOURCES THAT WE BELIEVE TO BE RELIABLE. HOWEVER, WE DO NOT GIVE ANY AND IN FACT DISCLAIM ANY WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE SERVICE, THE SERVICE CONTENT OR ON ANY WEBSITE TO WHICH THE SERVICE IS LINKED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, TITLE, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS OR SUITABILITY FOR ANY PURPOSE, OR THAT SUCH INFORMATION IS CURRENT AT ALL TIMES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE AND THE SERVICE CONTENT, INCLUDING BUT NOT LIMITED TO THE SITE AND THE APPLICATION, AND THE INTERNET IS AT YOUR SOLE RISK. THE SERVICE, THE SERVICE CONTENT, QUIPPED’S OTHER PRODUCTS AND SERVICES AND QUIPPED’S THIRD-PARTY SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND TRANSACTIONS ON THE SERVICE OR ON THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE.

WE DO NOT WARRANT THAT THE SERVICE, THE SERVICE CONTENT OR ANY WEBSITE TO WHICH THEY ARE LINKED OR ANY RELEVANT SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL APPLICATIONS NOR DO WE WARRANT THAT YOU WILL BE ABLE TO RECEIVE UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, RELIABILITY, TIMELINESS, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE FROM THE SERVICE, THE SERVICE CONTENT OR ANY WEBSITE TO WHICH THEY ARE LINKED OR ANY RELEVANT SERVER.

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR EMPLOYEES, CUSTOMERS, DIRECTORS, SHAREHOLDERS, USERS, OFFICERS, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, LICENSEES, CONTRACTORS, REPRESENTATIVES OR PARTNERS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO ACCESS TO OR USE OF THE SERVICE, THE SERVICE CONTENT AND/OR THE USE OF LINKS TO OTHER WEBSITES AND/OR THIRD-PARTY SERVICES AND PRODUCTS, WHETHER OR NOT ANY SUCH DAMAGES MIGHT BE FORESEEABLE AND EVEN IF WE ARE INFORMED OF THEIR POSSIBILITY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR LOSS OF PROFIT, BUSINESS, CONTRACTS OR REVENUES OR DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES. TO THE EXTENT PERMITTED BY LAW, ALL IMPLIED TERMS ARE EXCLUDED.

THIS EXCLUSION OR LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION OR PROCEEDING, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE.

YOU HAVE SOLE RESPONSIBILITY FOR ANY DECISIONS YOU MAKE BASED ON INFORMATION CONTAINED IN THE SERVICE AND THE SERVICE CONTENT. IF YOU USE THE SERVICE AND/OR THE SERVICE CONTENT, YOU ARE AGREEING THAT THIS LIMITATION OF LIABILITY IS REASONABLE AND IN KEEPING WITH THE NATURE OF THE SERVICE AND THE SERVICE CONTENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH QUIPPED OR ITS LICENSORS IS TO STOP USING THE SERVICE AND THE SERVICE CONTENT, AND TO CANCEL YOUR USER ACCOUNT.

IN THOSE JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF QUIPPED AND ITS EMPLOYEES, CUSTOMERS, DIRECTORS, SHAREHOLDERS, USERS, OFFICERS, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, LICENSEES, CONTRACTORS, REPRESENTATIVES AND PARTNERS SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

QUIPPED DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE OFFERED THROUGH THE SERVICE, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. WE SHALL NOT BE HELD RESPONSIBLE FOR THE ACTIONS OF THIRD PARTY SERVICE PROVIDERS.

QUIPPED WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOU OR ANY THIRD-PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF CONFIDENTIAL OR PROPRIETARY INFORMATION THAT YOU MAKE OR THAT YOU EXPRESSLY OR IMPLICITLY AUTHORIZE QUIPPED TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION.

QUIPPED IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. QUIPPED DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE SERVICE OR THE SERVICE CONTENT. ACCESSING THE SERVICE OR THE SERVICE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

QUIPPED’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO QUIPPED IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH THE SERVICE, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

16. INDEMNIFICATION

BY ACCEPTING THESE TERMS, YOU AGREE AT ALL TIMES TO INDEMNIFY, DEFEND AND HOLD US HARMLESS AND ANY OF OUR EMPLOYEES, CUSTOMERS, DIRECTORS, SHAREHOLDERS, USERS, OFFICERS, AGENTS, AFFILIATES, LICENSORS, SUPPLIERS, LICENSEES, CONTRACTORS, REPRESENTATIVES AND PARTNERS, FROM AND AGAINST ALL ACTIONS, PROCEEDINGS, COSTS, CLAIMS, DAMAGES, DEMANDS, LIABILITIES AND EXPENSES WHATSOEVER (INCLUDING LEGAL AND OTHER FEES AND DISBURSEMENTS) SUSTAINED, INCURRED OR PAID BY US, DIRECTLY OR INDIRECTLY, IN RESPECT OF (A) YOUR BREACH OF THESE TERMS; OR (B) YOUR USE OF THE SERVICE OR LINKS TO OTHER WEBSITES; OR (C) ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE; OR (D) THE INFRINGEMENT BY YOU, OR ANY THIRD PARTY USING YOUR USER ACCOUNT OR PASSWORD, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY; OR (E) ANY USER CONTENT YOU PROVIDE ON OR THROUGH THE SERVICE OR WHICH IS SENT TO US BY E-MAIL OR OTHER CORRESPONDENCE.

17. Governing Law

Except to the extent applicable law, if any, provides otherwise, your use and access to the Service and any downloads from it, and these Terms shall be governed by, and construed in accordance with the laws of Canada and of the Province of Manitoba, without reference to the principles of conflicts of law. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the Province of Manitoba and acknowledge that you do so voluntarily and are responsible for complying with all local laws.

We expressly exclude the UN Convention on Contracts for the International Sale of Goods and The Sale of Goods Act (Manitoba), as amended, replaced or re-enacted from time to time.

You agree to waive any right you may have to (i) a trial by jury; and (ii) commence or participate in any class action against us related to the Service, the Service Content, the User Content, these Terms and/or our products and services and our third-party services and products and, where applicable, you also agree to opt out of any class proceedings against us or our licensors. We have required that these Terms 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.

You consent to the exchange of information and documents between us electronically over the internet or by email. You agree that this electronic agreement shall be equivalent of a written paper agreement between us.

18. General

In the event that any provision of these Terms is held by a Court or a tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portion of these Terms will remain in full force and effect.

These Terms cannot be assigned or transferred, in whole or in part, by you. These Terms will enure to the benefit of and be binding upon each of us and our respective successors, permitted assigns, licensees, heirs, executors and personal representatives. These Terms, as they may be amended from time to time in accordance with the terms of these Terms, and any and all other legal notices and policies on the Site, constitute and contains the entire agreement between you and us with respect to the subject matter hereof and supersedes any prior oral or written agreements. The failure of Quipped to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

All provisions of this agreement will survive termination, including without limitation, the disclaimers, limitations on liability, warranties, representations, ownership, termination, interpretation, intellectual property provisions, your licenses to us and the indemnity provisions of these Terms will survive the termination or expiry of these Terms.

All references to money amounts in this agreement, unless otherwise specified, are in Canadian dollars.

Any provision of this agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or un-enforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

19. Acknowledgement

I have read and accept the terms and conditions in this Terms of Use Agreement.

Copyright © 2014 Quipped: Interactive Learning Tools Inc.

Effective Date: August 1, 2014