Clarity Learning Suite Terms and Conditions

WEBSITE TERMS & CONDITIONS

These website terms and conditions of use for cls.claritylearningsuite.com, constitute a legal agreement and are entered into by and between you and Clarity Learning Suite Global Inc. (“CLS“, “we“, “us“, “our“, the “Company“). The following terms and conditions (the “Terms and Conditions“), govern your access to and use, including any content, functionality, and services offered on or though https://cls.claritylearningsuite.com.

1. WHO, WHAT AND WHERE
   1. CLS grants you a non-exclusive and revocable license to use and access https://cls.claritylearningsuite.com and any of its derivative URL’s including, without limitation, https://claritylearningsuite.com and CLS social media sites (hereinafter referred to collectively as the “Website”).
   2. CLS reserves the right in its sole discretion to change, modify or amend these terms and conditions from time to time. Any and all such changes, modifications and amendments are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to be bound by such changes, modifications or amendments. Your continued use of the Website following the posting of changes will constitute your agreement to be bound by such changes.
   3. The information and material on the Website may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.
2. WHAT YOU AGREE TO WHEN USING THIS SITE
   1. BY ACCESSING, BROWSING, SUBSCRIBING TO OR OTHERWISE USING THE WEBSITE, YOU ACCEPT AND AGREE TO COMPLY WITH THE TERMS AND CONDITIONS AND OUR PRIVACY POLICY [INSERT PRIVACY POLICY HYPER-LINK], AS AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS YOU MUST NOT ACCESS OR USE THE WEBSITE.
   2. The content on the Website is for informational purposes only and should not be used to replace either official documents (except where the material on the Website is explicitly identified as comprising the official version of a document), nor the advice of a qualified professional. CLS will not be held liable in any way for loss suffered in connection with the Website.
   3. The following content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, “submit”) to the Website, to other users or other persons (collectively, “User Submissions”). Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws, regulations and terms of service. Without limiting the foregoing, you warrant and agree that your use of the Website and any User Submissions shall not:
      1. in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy;
      2. in any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website;
      3. include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company’s sole discretion;
      4. impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
      5. encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability;
      6. promote any illegal activity, or advocate, promote, or assist any unlawful act; and
      7. treat the Website or its users without respect and you will not partake in any conduct that could be considered bullying, harassment, degradation, insulting or otherwise demeaning to the human standard of any other person (as determined by CLS).
3. REGISTRATION & MEMBERSHIP
   1. If you are granted an account via the Website:
      1. you must provide us with accurate personal and contact information. You will only represent yourself and will not create false aliases or impersonate any other person (with or without their consent) while using the Website;
      2. you must maintain your username and password to access the Website. It is your responsibility to keep your username and password secure and you indemnify us for any loss or damage we suffer as a result of unauthorized access to your account. You are solely responsible for the use of your account, irrespective of who utilizes it, whether with or without your permission; and
      3. you understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
   2. We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.
4. WEBSITE AVAILABILITY
   1. By using the Website you acknowledge that we are not required to keep the Website available for your use and we make no warranties as to its availability.
   2. We accept no responsibility for the unavailability of this Website, or any offers of services and/or products found on the Website, and you agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access the Website.
   3. We make no guarantees, implied or express, as to the ongoing availability of the Website or any offers of services and/or products found on the Website.
5. INTELECTUAL PROPERTY
   1. You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
   2. The Company’s name, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
   3. You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:
      1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
      2. a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever;
      3. one single user copy may be downloaded with any proprietary notices intact, for your own personal, non-commercial use, conditional on your agreement to be bound by our end user licence agreement for such downloads;
      4. in the event social media platforms are linked to certain content on our Website, you may take such actions as our Website and such third-party social media platforms permit; and
      5. a reproduction intended for use or consumption by for other currently registered users of CLS.
      6. If you are in a Learning Leader or similar role, you may share content with other people who all have a current personal subscription to the Website for the purposes of facilitating group learning.
   4. Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
   5. If you print, copy or download any part of our Website in breach of these Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
   6. You must not publish on any part of the Website any video, other digital medium or photograph which has the likeness or voice of someone other than yourself without having previously gathered written permission from that individual or those individuals.
   7. You agree and warrant that you will not solicit the users of the Website to join another competing site or in any way to stop using the Website in preference of using another site offering comparable services.
6. THIRD PARTY WEBSITES & ADVERTISING
   1. The Website may contain information and advertising from third-party businesses, people and websites (“Third-Parties”). You consent to receiving this information as part of your use of the Website.
   2. We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements.
   3. We make no representations about any other websites that may be accessed from this Website. You are subject to any terms and conditions of such Third-Parties.
7. LIMITATION OF LIABILITY & INDEMNITY
   1. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS SUBSIDIARIES AND AFFILIATES, IF ANY, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
   2. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Website, including, but not limited to, your User Submissions, Third-Parties, any use of the Website’s content, services, and products other than as expressly authorized in these Terms and Conditions.
8. TERMINATION & CANCELLATION
   1. CLS has the right, without provision of notice to:
      1. remove or refuse to post on the Website any User Submissions for any or no reason in our sole discretion;
      2. at all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Website and User Submissions and Terms and Conditions;
      3. take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website; and
      4. terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms and Conditions.
   2. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
9. NOTICES
   1. You can direct notices, enquiries, complaints and so forth to CLS at the contact details found on the Website.
   2. We may send you notices and other correspondence to the details that you submit to the Website, or that you notify us of from time-to-time. It is your responsibility to update your contact details as they change.
10. GENERAL
    1. Nothing in these Terms and Conditions shall be deemed to form a relationship between CLS and you of a joint venture, partnership, employment or other association in any way other than parties to these Terms and Conditions.
    2. If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms and Conditions, so far as is reasonably practicable.
    3. The parties agree that these Terms and Conditions shall be accepted electronically and the agreement to these Terms and Conditions is formed and validly entered into electronically.
    4. The termination of these Terms and Conditions does not affect the parties’ rights in respect of periods before the termination of these Terms and Conditions.
    5. These Terms and Conditions are governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.
    6. Any action or proceeding arising out of or relating to this Website and under these Terms and Conditions will be instituted in the courts of the Province of Ontario and the Federal Court of Canada.
    7. The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and CLS regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

END OF TERMS AND CONDITIONS