LEARNINGBRANCH INC. | TERMS OF SERVICE

Last Updated: October 12, 2021

1. Overview

These LearningBranch Terms of Service (the “Terms of Service”) govern access to and use of the LearningBranch Inc. (“Company”, “we”, “us”, “our”) website and its features (the “Services”) by site users (“you”, “your”). If you are bound by a SAAS Subscription Agreement with the Company, then these Terms of Service will only apply to the extent that any aspect of your use of the Services is not already governed by the SAAS Subscription Agreement. 

THESE TERMS OF SERVICE FORM A BINDING CONTRACT BETWEEN YOURSELF AND US. BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE SERVICES.

2. Proprietary Rights

(a) Right to Use:  We grant you a limited, non-exclusive right to use the Services subject to the terms and conditions of these Terms of Service, our Privacy Policy, and any applicable payment(s) for registering an account. 

(b) Information: When providing information through the use of the Services, you grant us a non-exclusive right to use the information in connection with our provision of the Services and in accordance with our Privacy Policy. In addition, you represent and warrant that for all such information you provide: (i) you own or otherwise control all necessary rights in such information in order to provide it to us, including without limitation all consents required under applicable privacy laws; (ii) all such information is accurate; and (iii) use of any such information by us, or others in contract with us, in compliance with these Terms of Service does not and will not infringe any intellectual property rights, privacy rights or contractual rights of any third party. 

(c) Rights Reserved: The content contained on the Services, including without limitation the text, graphics, images, audio, video, and other material, as well as the taglines and look-and-feel (collectively, the “Content”), is owned or controlled by the Company. The trademarks, logos, and service marks (the “Marks”) displayed on the Services, and which may be included with the Content, are owned or controlled by the Company. Except as expressly contemplated herein, you are prohibited from using such Marks without our prior written permission in each instance. As between us and yourself, we are and will remain the exclusive owner of the Services and all relating intellectual property rights thereto. Except as expressly provided in these Terms of Service, we do not grant you any rights in or to the Services.

3. Use of Services

(a) Responsible Use: In accessing and using the Services you will not: (i) breach or circumvent any applicable laws or any third-party rights; (ii) interfere or attempt to interfere with the proper functioning of the Services; (iii) take any action that we deem to impose or to potentially impose an unreasonable large load on our Services; (iv) distribute viruses or any other technologies that may harm the Services or our interests; (v) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose; (vi) circumvent any technical measures we use to provide the Services or take any action to violate, interfere with or undermine the security or system integrity of the Services; (vii) reproduce, copy, modify, adapt, reverse engineer, exploit for commercial purposes, license, sublicense, distribute, transmit, translate, or create derivative works of, the Services or the content therein; (viii) use our Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with our Services; or (ix) take any action that would damage, harm, or diminish our reputation, goodwill, or public image.

(b) Remedies:  If we determine, in our discretion, that you are abusing the Services or failing to comply with these Terms of Service, we may, without limiting any other remedies available to us, take technical and/or legal steps to prevent you from using our Services.

4. Disclaimer and Limitation of Liability

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND LIABILITY. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING CONDITIONS AND WARRANTIES WITH RESPECT TO NON-INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING ANYTHING HEREIN, WE DISCLAIM ANY AND ALL LIABILITY THAT MAY ARISE IN CONNECTION WITH:

(A) THE RESULTS OF THE SERVICES AND ANY RELIANCE ON THE INFORMATION PROVIDED THROUGH THE SERVICES; AND

(B) THIRD-PARTY DATA AND ITS USE IN THE SERVICES, INCLUDING THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THIRD-PARTY DATA AND ANY RESULTS AND RELIANCE THEREON.

IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, LOST OPPORTUNITY COSTS, OR OTHER SIMILAR PECUNIARY LOSS, HOWEVER, CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

5. Indemnity

To the fullest extent permitted by law, you will defend, indemnify, and hold us and our directors and officers harmless from and against any and all claims, actions, demands or losses, including reasonable legal and accounting fees, arising from or in any way relating to your breach of these Terms of Service.

6. Reliance

You understand and agree that we are making the Services available to you in reliance upon the limitations and exclusions of liability, indemnities, and the disclaimers provided in these Terms of Service, and that these form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth in these Terms of Service will survive and continue to apply notwithstanding any termination in your use of the Services.

7. Third-Party Products and Services

(a) General:  Through our provision of the Services we may provide access or links to third-party websites or applications (the “Third-Party Content”). You agree that we are not responsible for any such Third-Party Content, including the accuracy, integrity, quality, legality, usefulness, and safety of such Third-Party Content, and we disclaim any and all such liability relating to Third-Party Content. Your access and use of Third-Party Content is at your own risk.

(b) Payment Processors:  Without limiting anything in these Terms of Service, we may use third party payment processors in order to facilitate any applicable payments made in connection with the use of the Services (the “Payment Processor”). We disclaim any and all liability that may result from your use of any such Payment Processor and make no representation, warranty or guarantee with regards to the Payment Processor or its actions. Your activity on the Payment Processor’s sites or applications is governed by such Payment Processor’s terms and conditions. Any claim and dispute you may have in connection with any payments must be solely directed to such applicable Payment Processor, and you hereby release us and our directors, officers and affiliates from any and all claims, actions, demands or losses in connection with same.

(c) Disputes:  If you have a dispute with one or more third parties, you release us and our directors, officers and affiliates from any claims, demands and damages (actual and otherwise) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

8. Changes to Services and/or Terms of Service

Notwithstanding anything in these Terms of Service, we reserve the right at any time and from time to time, in our sole discretion, with or without notice, to modify or discontinue, temporarily or permanently, these Terms of Service (which includes our Privacy Policy) and/or the Services (or any part thereof). For certainty, we will not be liable to you or any third party for any: (a) modification of these Terms of Service (which includes the Privacy Policy); or (b) modification, price change, suspension, or discontinuance of the Services. Any amendment to these Terms of Service will be effective by our posting of the amended terms on our website. You can determine when these Terms of Service were last revised by referring to the “last updated” reference expressly provided at the top of these Terms of Service.

PLEASE REVIEW OUR WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO THESE TERMS OF SERVICE. YOUR CONTINUED ACCESS AND USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THE AMENDED TERMS OF SERVICE.

9. General

(a) Entire Agreement:  These Terms of Service incorporate by reference our Privacy Policy, and (together with any SAAS Subscription Agreement) constitute the entire agreement between us and yourself with respect to the Services. To the extent of any conflict between the Terms of Service and the Privacy Policy, the Terms of Service will govern. 

(b) Assignment:  We may freely assign these Terms of Service at any time, with or without consent or notice to you. You may not assign your rights or responsibilities under these Terms of Service without our prior written consent. The Terms of Service will bind your successors, heirs, and permitted assigns.

(c) Non-Waiver:  Our failure to exercise or enforce any part of these Terms of Service will not operate as a waiver. Waivers will not be effective unless in writing and duly authorized by an authorized representative.

(d) Severability: In the event that any part of these Terms of Service is held to be invalid or otherwise unenforceable by a court of law, such part will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, as applicable, and the remainder of these Terms of Service will continue in full force and effect.

(e) Interpretation:  These Terms of Service were written in the English language. If these Terms of Service are translated into another language, the English language text will in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Terms of Service, it means “including (or includes) without limitation”. Headings are for convenience only. These Terms of Service will not be interpreted for or against either party by reason of authorship.

(f) Communications:  We may send you communications, such as notifications, news, promotions, and/or other information about the Services and other products. You agree that we may send these communications to you via Email or by posting them on our website. You may be able opt-out of receiving certain Email communications by clicking the “opt-out” function (as applicable), or otherwise by contacting us as set out below. Use of the Services may be affected by opting out of certain communications.

(g) Governing Law:  These Terms of Service are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of British Columbia. The foregoing will not limit our right to enforce these Terms of Service in any other jurisdiction if reasonably necessary or advisable in our sole discretion.

(h) Trial Waiver:  You hereby irrevocably and unconditionally agree to waive any right you may have to a trial by jury, or commence or participate in any class action against us related to the Services and/or these Terms of Service. 

(i) Contact Us:  If you have any questions regarding the Services, or wish to opt-out of receiving any applicable communications from us, please contact us privacy@learningbranch.com or at the following address: LearningBranch Inc., Suite 252, 1489 Marine Dr., W Vancouver, BC, V7T 1B8.

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