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TERMS OF SERVICE

 

Last updated: November 14, 2022

 

In these Terms of Service, “we”, “us” and “our” refer to eLEARNOLOGY Inc. (“eLearnology”), a company incorporated under the laws of Ontario with a registered office at 21 Morden Neilson Way, Georgetown, Ontario, L7G 579. Further, “Services” refers to any services provided by us related to our Clicktolearn Learning Management System (LMS) (“Platform”), and “you” and “your” means the person or entity who uses, accesses or purchases any Services.

 

If you find these Terms of Service unacceptable or if you do not agree to these Terms of Service, please do not use, access or purchase our Services. We may revise these Terms of Service at any time by providing written notice to you or by publishing the revised Terms of Service on our website (www.elearnology.ca) or elsewhere on our Platform. By continuing to use, access, purchase or renew our Services after we have provided written notice to you, you are indicating that you agree to be bound by the revised Terms of Service.

 

By using, accessing, purchasing or renewing our Services, you confirm that you are of the AGE OF MAJORITY in the place where you live, and you acknowledge that you have read these Terms of Service and agree to be bound by them.

 

Please also refer to our Privacy Policy, which is incorporated herein by reference.

 

  1. Accuracy of Information Provided to Us. You represent and warrant that, to the best of your knowledge, you have provided accurate information to us required for your use, access, purchase or renewal of any of our Services, and that you will keep it accurate and up-to-date at all times.

  2. Authority to Bind. If you are a company or organization, the individual accepting these Terms of Service on your behalf represents and warrants that they have the authority to bind you to these Terms of Service.

  3. Payment Terms. All orders and renewals of our Services under these Terms of Service are subject to eLearnology’s sole discretion and approval. All fees are payable in US Dollars and are non-refundable, but you will have an opportunity to review the fees that you will be charged. Any applicable taxes will be calculated and charged based on the country and state or province you are operating in. We may change the fees for our Services that may be listed on our website or Platform, and we will provide you advance notice of any changes if and before they apply to you. At our sole discretion, we may make promotional offers with different features and different pricing to any of our customers.

  4. Renewal Price. Renewal of our Services will be at our applicable list price at the time of the applicable renewal. Any changes to the Services being ordered upon renewal may result in re-pricing at renewal.

  5. Payment Options. Subject to the availability of payment options on our website, by ordering or renewing our Services you pre-authorize eLearnology to charge your credit card on a monthly or annual basis.

  6. Payment Processing. We use Stripe to process payments for our Services. Such payment processing services are provided by Stripe and are subject to the Stripe Services Agreement.

  7. Late Payments. In the event eLearnology does not receive payments due under this Agreement by the due date, you shall pay to eLearnology interest on the overdue payment from the date such payment was due to the date of actual payment at a rate of five percent (5%) per annum, or if lower, the maximum amount permitted under the law governing this Agreement.

  8. Unpaid Accounts. At its sole discretion, eLearnology may suspend or terminate access to our Services for any account for which any charge or invoice is due, but unpaid.

  9. Limited License. Subject to your ongoing compliance with these Terms of Service, eLearnology grants you a non-exclusive, non-transferable (unless we have given you prior written authorization), non-sublicensable (unless we have given you prior written authorization), and revocable license to access and use the paid Services on our Platform for your internal business purposes, provided that you do not:

    • reproduce any content made available on or through our Platform;

    • circumvent any feature on our Platform, including any access control mechanism;

    • reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any part of our Services; or

    • rent, lease, lend, sell, sublicense, time-share or provide subscription services for any part of our Services.

  10. Intellectual Property Rights.

    • Ownership of Website and Platform. Our website and Platform, and all related content, features, and functionality, including but not limited to, any designs, documents, images, information and logos are owned by us, our affiliates or licensors, and are protected by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

    • Except as otherwise expressly provided by us, none of the content, features or functionality of our website or Platform may be copied, displayed, distributed, downloaded, posted, reproduced, republished, transmitted or uploaded in any way and nothing on our website, Platform or communication with you shall confer any license under any of our intellectual property rights.

    • Third Party Links and Integrations. For your convenience, we may provide links to third-party websites, web applications, software applications and learning management systems, and allow integrations from third-party websites, web applications, software applications and learning management systems. We make no representations about any other websites, web applications, software applications or learning management system that may be accessed from our website or Platform, or integrated with our website or Platform. If you choose to use or access any such websites, web applications, software applications or learning management systems, you do at your own risk. We have no control over the contents of any such third-party websites, web applications, software applications and learning management systems and accept no responsibility for such websites, web applications, software applications and learning management systems or for any loss or damages that may arise from your use of them. You are subject to any terms and conditions of such third-party websites, web applications, software applications and learning management systems.

    • Customer Content. You retain ownership over all content that you submit or upload on our website or Platform, including compliance of your content with any applicable laws or regulations. You may not submit or upload to our website or Platform any content that we in our sole and absolute discretion deem to be inappropriate (including, but not limited to, illegal activities, pornography), as well as any personally identifiable health or medical data, but you may be permitted to upload course materials that include medical information and are educational in nature.

    • Permission to Display Content. By uploading content, you agree: (i) to provide eLearnology the right to display and store your content; (ii) to allow other internet users to view your content; and (iii) that eLearnology can, at any time, review all the content submitted by you to its Services. eLearnology may also prevent access to or refuse to display content that we reasonably believe violates the law or these Terms of Service.

    • Promotional Use. You hereby grant eLearnology a non-exclusive right to use your trade names, trademarks, service marks, trade dress and logos to promote our Services.

    • Confidential Information. Except as required in the course of providing our Services or required by law, we will not disclose your “Confidential Information” to third parties without your consent, which includes any information or materials (including training content, videos or documents) provided by you that you consider to be confidential or proprietary, but does not include information that: (i) is or becomes generally available to and known by the public other than as a result of direct or indirect disclosure by us; (ii) is or becomes available to us from a source other than you, provided that the source was not or is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; (iii) was already known by or in the possession of the receiving Party as established by documentary evidence, prior to being disclosed by you to us; or (iv) was independently developed by us.

  11. Disclaimer of Warranty. Our Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we expressly disclaim all warranties and representations of any kind, whether express or implied.

  12. Indemnification. You will indemnify, defend and hold us, our affiliates and our respective directors, officers, employees, agents, contractors, licensors, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal fees and all related costs and expenses of litigation and settlement), arising out of or in connection with your, or any of your employees’, subcontractors’ or representatives’ breach of these Terms of Service, misconduct, negligence, intentional acts, omissions or violation by you of any laws, statutes, rules or regulations.

  13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ELEARNOLOGY WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  14. Liability Cap. eLearnology’s maximum aggregate liability to you as a result of any claims arising out of or in connection with these Terms of Service shall in no event exceed the total amount paid by you to us for the Services giving rise to the liability in the three (3) months immediately prior to the date on which the first event giving rise to the liability occurred.

  15. Availability and Modification of Services. We reserve the right to add, remove, modify, discontinue or otherwise change our Services at any time and without prior notice to you. eLearnology will have no liability for any change to the Services or any suspension or termination or your use or access to the Services.

  16. Term and Termination.

    • Term. These Terms of Service shall remain in effect for the term set forth in your initial order for our Services or until earlier terminated as set forth in this Section 16.

    • Renewal. Unless your specific order for our Services specifies otherwise, the term of your subscription to our Services will automatically renew for successive periods equal to the set term designated in your initial order of our Services, unless you cancel or upgrade your subscription to our Services via the administrative dashboard associated with your account on our Platform prior to the end of the then-current term.

    • Termination for Cause. eLearnology may immediately terminate these Terms of Service and cancel your account upon written notice to you if you materially breach any of your obligations under these Terms of Service. For greater certainty, a “material breach” includes your failure to pay any charge or invoice for our Services by the date it is due, uploading any content to our website or Platform that we in our sole and absolute discretion deem to be inappropriate (including, but not limited to, illegal activities, pornography), uploading any personally identifiable health or medical data, falsifying any information you provide to us, not being in good standing with a relevant regulatory body, and having a court proceeding initiated against you or any individuals that make up your company, entity, or organization.

    • Effect of Termination. Upon expiration or earlier termination of these Terms of Service, all applicable rights and licenses granted to you shall terminate, and your access to any applicable Services will cease. No expiration or termination shall affect your obligation to pay all fees that may have become due before such expiration or termination.

    • Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms of Service that, by its nature, should survive termination or expiration of these Terms of Service, will survive any expiration or termination of these Terms of Service: Section 7 (Late Payments), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 14 (Liability Cap), Section 16(d) (Effect of Termination), Section 16(e) (Survival), and Section 17 (Miscellaneous).

  17. Miscellaneous.

    • Waiver of Class Action Rights. You agree that any dispute arising out of or in connection with these Terms of Service or the use, access or purchase of our Services shall not be arbitrated or litigated as a class action proceeding or on a consolidated basis.

    • Assignment. eLearnology may assign or subcontract all or any portion of its rights or obligations with respect to these Terms of Service and assign the right to receive payments without your consent. You may not assign these Terms of Service or any of its rights or obligations without the prior written consent of eLearnology.

    • Successors and Assigns. These Terms of Service are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

    • Notices. Notices under these Terms of Service must be in writing and by e-mail (but e-mails to eLearnology must be sent to support@elearnology.ca), and such notices will be deemed received upon the date of actual receipt.

    • Waiver. No waiver by either party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in these Terms of Service, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms of Service will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    • Force Majeure. eLearnology will not be liable for failure to fulfil its obligations under these Terms of Service or for delays in delivery or performance due to causes beyond its reasonable control.

    • Governing Law. These Terms of Service will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict of law provision, principle, or rule.

    • Choice of Forum. Any action or proceeding arising out of or relating to these Terms of Service will be instituted in the courts of Ontario located in the Regional Municipality of Peel, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

    • Choice of Language. The parties confirm that it is their express wish that these Terms of Service, as well as any other documents related to these Terms of Service, including notices and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, incluant tous les avis, annexes, et autorisations, soient rédigés en langue anglaise seulement.

    • Severability. If any provision in this Agreement is found unenforceable, then that provision will be severed from the terms of this Agreement and will not affect the validity and enforceability of any remaining provisions.

    • Entire Agreement. The provisions in these Terms of Service, and any other materials incorporated by reference herein make up the entire agreement between you and eLearnology, and supersede any prior oral or written agreements or understandings that may exist between you and us.

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Privacy Policy

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Last Modified: November 23, 2022

 

INTRODUCTION

 

eLEARNOLOGY INC. and our affiliates and subsidiaries (“eLearnology”, “we”, or “us”) respect your privacy and are committed to protecting it by complying with this policy.

 

This policy describes:

  • How we collect, use, disclose, and protect the personal information of our customers, website users and platform users ("you").

  • Describes the types of information we may collect from you or that you may provide when you visit the website www.elearnology.ca ("Website") or our ClicktoLearn Learning Management System (LMS) (“Platform”).

  • Our practices for collecting, using, maintaining, protecting, and disclosing that information.

 

This policy applies to information we collect, use, or disclose about you:

  • On our Website and Platform.

  • In email and other electronic messages between you and our Website and Platform.

 

The Website and Platform may include links to third-party websites, plug-ins, services, social networks, or applications. Clicking on those links or enabling those connections may allow the third party to collect or share data about you. If you follow a link to a third-party website or engage a third-party plugin, please note that these third parties have their own privacy policies and we do not accept any responsibility or liability for these policies. We do not control these third-party websites, and we encourage you to read the privacy policy of every website you visit.

 

Please read this policy carefully to understand our policies and practices for collecting, processing, and storing your information. If you do not agree with our policies and practices, your choice is not to use our Website or Platform. By accessing or using our Website or Platform, you indicate that you understand, accept, and consent to the practices described in this policy. This policy may change from time to time. Your continued use of our Website or Platform after we make changes indicates that you accept and consent to those changes, so please check the policy periodically for updates.

 

1.        WHAT INFORMATION WE COLLECT

 

We collect and use several types of information from and about you, including:

  • Personal information, that we can reasonably use to directly or indirectly identify you, such as your name, mailing address, e-mail address, telephone number, Internet protocol (IP) address used to connect your computer to the Internet, user name or other similar identifier, password (protected by encryption), billing and account information and any other identifier we may use to contact you. If you are an account owner with our Website or Platform, you may be submitting or uploading the names and email addresses of third parties, such as learners, as well as training content, videos, documents or other materials that may include personal information. Please ensure they you obtain the proper consent from such third parties before submitting or uploading their personal information to our Website or Platform.

  • Non-personal information, that does not directly or indirectly reveal your identity or directly relate to an identifiable individual. We may derive non-personal statistical or aggregated data from personal information. For example, we may aggregate personal information to calculate the percentage of users accessing a specific Website or Platform feature.

  • Financial Data. Financial information is information that is related to your payment method, such as credit card or bank transfer details. We collect financial information in order to allow you to purchase, order, return, or exchange products or otherwise use our Services from the Website or the Platform. We store limited financial information that you provide to us. To facilitate the operation of our business, financial information is transferred to our payment processor, which may include Stripe, or another third-party provider (each a “Payment Processor”). All such payments will be governed by the Payment Processor’s terms and conditions and you should review the privacy policies and terms of conditions of use for such Payment Processors to determine how they use, disclose, and protect your financial information. As a courtesy, please read Stripe’s global policy here: 

  • To process payments. We use Stripe to process payments on our behalf. Stripe collects your name, billing address and payment card information (card number, expiry date and security code) in order to process payments on our behalf.

  • Technical information, including your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, or information about your internet connection, the equipment you use to access our Website or Platform, and usage details.

  • Non-personal details about your Website and Platform interactions, including the full Uniform Resource Locators (URLs), clickstream to, through and from our Website or Platform (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, or any phone number used to call our customer service number.

 

2.        HOW WE COLLECT INFORMATION

 

We use different methods to collect your information, including through:

  • Information you provide to us, for example, by filling in forms, uploading documents, or corresponding with us by phone, email, or otherwise.

  • Automated technologies or interactions, as you navigate through our Website or Platform. Information collected automatically may include usage details, IP addresses, and information collected through cookies, and other tracking technologies.

 

Information You Provide to Us

The information we collect directly from you on or through our Website may include:

  • Information that you provide by filling in forms on our Website or Platform. We may also ask you for information when you report a problem with our Website or Platform.

  • Records and copies of your correspondence (including email addresses), if you contact us.

  • Details of transactions you carry out through our Website or Platform and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website or Platform.

 

Information We Collect Through Cookies and Other Automatic Data Collection Technologies

As you navigate through and interact with our Website or Platform, we may use cookies or other automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

  • Details of your visits to our Website or Platform, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website or Platform. This may also include information related to course completion status, such as the number of slides in a course that have been viewed, answers to quiz questions, and quiz results to determine if a learner has successfully completed a course.

  • Information about your computer and internet connection, including your IP address, operating system, and browser type.

 

The information we collect automatically is statistical data and does not include personal information, and we may maintain it or associate it with personal information we collect in other ways. It helps us to improve our Website and Platform and to deliver a better and more personalized service, including by enabling us to:

  • Estimate our audience size and usage patterns.

  • Recognize you when you return to our Website or Platform.

 

The technologies we use for this automatic data collection may include:

  • Cookies. “Cookies” are text files placed on your computer, to help the website, software, application or otherwise analyze how users use same. We may also use cookies to store certain information. We may use cookies for other purposes, including: to authenticate your identity, to determine if you are logged onto the Website or Platform, for personalization, for security, for targeted advertising, or for analysis of the performance of the Website or Platform. We use cookies that are not specific to your account but unique enough to allow us to analyze general trends and use, and to customize your interaction with the Website or Platform. This information helps us to understand the use of the Website and Platform, and to improve the Website and Platform.

  • Web Beacons. Pages of our Website or Platform may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or and for other related Website or Platform statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

 

3.        HOW WE USE YOUR INFORMATION

 

We use information that we collect about you or that you provide to us, including any personal information:

  • To present our Website, Platform and its contents to you.

  • To provide you with information, products, or services that you request from us.

  • To fulfill the purposes for which you provided the information or that were described when it was collected, or any other purpose for which you provide it.

  • To provide you with notices regarding the expiry, cancellation or renewal of your account or subscription to our services on our Website or Platform.

  • To carry out our obligations and enforce our rights arising from any contracts with you, including for billing and collection or to comply with legal requirements.

  • To notify you about changes to our Website, Platform or any products or services we offer or provide though it.

  • To improve our Website, Platform, products or services, marketing, or customer relationships and experiences.

  • In any other way we may describe when you provide the information.

  • For any other purpose with your consent.

 

4.        DISCLOSURE OF YOUR INFORMATION

 

We may disclose personal information that we collect or you provide as described in this privacy policy:

  • To our subsidiaries and affiliates.

  • In accordance with applicable law, to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of eLearnology's assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by eLearnology about our customers and users is among the assets transferred.

  • To fulfill the purpose for which you provide it.

  • For any other purpose disclosed by us when you provide the information.

  • With your consent.

 

We may also disclose your personal information:

  • To comply with any court order, law, or legal process, including to respond to any government or regulatory request, in accordance with applicable law.

  • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of eLearnology, our customers, or others.

 

5.        TRANSFERRING YOUR PERSONAL INFORMATION

 

We may transfer personal information that we collect or that you provide as described in this policy to contractors, service providers, and other third parties we use to support our business (such as analytics, technical support and search engine providers that assist us with Website or Platform improvement and optimization) and who are contractually obligated to keep personal information confidential, use it only for the purposes for which we disclose it to them, and to process the personal information with the same standards set out in this policy.

 

Your personal information may be transferred to and stored in servers located in the United States. The data protection laws in the United states may differ from those in Canada, and your personal information may be subject to access requests according to laws of the United States.

 

6.        HOW TO CONTROL YOUR INFORMATION

 

Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of our Website and Platform may not be accessible or may not function properly.

 

7.        DATA SECURITY

 

We use physical, electronic, and administrative measures (such as encryption, SSL certificates, data encryption in transit, DDos protection and malware scanning) designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk.

 

8.        DATA RETENTION

 

Except as otherwise permitted or required by applicable law or regulation, we will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

 

9.        CHILDREN UNDER THE AGE OF 13

 

Our Website and Platform is not intended for children under 13 years of age. No one under age 13 may provide any personal information to or on the Website or Platform. We do not knowingly collect personal information from children under 13. If we learn we have collected or received personal information from a child under 13 without parental consent, we will delete that information.

 

10.      HOW TO ACCESS AND CORRECT YOUR INFORMATION

 

You may request access to or correction of your personal information in our custody or control by contacting us with our contact details provided below (See “HOW TO CONTACT US”). If you are an account owner with our Website or Platform, you may review or change your personal information in our custody or control by logging into your account and going to your administrative dashboard. Your right to access and correct your personal information is subject to applicable legal restrictions. We may request information from you in order to verify your identity before providing access or making corrections.

 

11.      WITHDRAWING YOUR CONSENT

 

Where you have provided your consent to the collection, use, and transfer of your personal information, you may have the legal right to withdraw your consent under certain circumstances. To withdraw your consent, if applicable, contact us with our contact details provided below (See “HOW TO CONTACT US”). Please note that if you withdraw your consent we may not be able to provide you with a particular product or service. We will explain the impact to you at the time to help you with your decision.

 

12.      UPDATES TO OUR PRIVACY POLICY

 

This privacy policy is effective as of the Last Modified date written above. We may update or amend this privacy policy from time to time. The revised privacy policy will be posted on our Website or Platform.

 

You are responsible for periodically visiting our Website or Platform and this privacy policy to check for any changes.

 

13.      HOW TO CONTACT US

 

If you have any questions regarding this privacy policy, or to access your information, please contact us at support@elearnology.ca

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