unlearn. inc. (“unlearn.”) has developed and owns certain educational resources which are made available for license to customers (“Users”) through a digital platform located at www.unlearn.learnworlds.com (the “Website”). These General Terms and Conditions (the “Terms”) govern the license and use of the Website for accessing all or any part of the Product provided by unlearn. (as defined below). Users shall be deemed to have unconditionally accepted these Terms on the first use of the Website.
YOU AS USER ACKNOWLEDGE HAVING READ AND UNDERSTOOD THESE TERMS, AND AGREE TO COMPLY WITH AND BE BOUND BY, ALL OF THE PROVISIONS CONTAINED HEREIN, AS MAY BE AMENDED FROM TIME TO TIME. IF ACTING ON BEHALF OF A COMPANY, ORGANIZATION OR OTHER LEGAL ENTITY AS USER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT ACCEPT OR AGREE TO THESE TERMS, YOU SHALL NOT USE, INSTALL OR ACCESS ALL OR ANY PART OF THE PRODUCT IN ANY WAY. IN NO EVENT MAY A USER ACCESS THE PRODUCT IF IT IS A COMPETITOR OF UNLEARN. OR ANY OF ITS AFFILIATES.
In these Terms, the following terms shall have the following meanings:
“Account” means the User’s personal account set up as provided in Section 3 to access the Product through the Website, which includes personal information, access credentials and Payment Information;
“Confidential Information” means all data and information of a confidential and proprietary nature of unlearn. (whether in writing or orally), relating to the business of unlearn. or its affiliates, including, but not limited to, Intellectual Property, information and data relating to business operations, methods of operating, customer information and affairs, processes, personnel, and financial, production, scientific and technical data and information, formulae, strategies, studies, reports and evaluations;
“Content” means any text, graphics, logos, icons, images, audio and/or video clips, software, data compilations, page layout, and any other form of information capable of being stored in a computer that appears on or forms part of the Website (“Website Content”) or the Product (“Product Content”);
“Courses” means professional development and/or student workshops offered from time to time;
“Fees” means the annual subscription fee payable by a User to access the Product on the Website, as further outlined in Section 4 hereof;
“Intellectual Property” means all rights in and to any and all intellectual property of any kind in or related to any part of the Product (including all Modifications thereto), including, without limitation, all technical information, technical data, inventions, products, data, algorithms, industrial designs, methods, know how, processes, copyrights, patents, patent applications, trade secrets, trademarks, business names, logos, software (including object code and source code), models, patterns, drawings, specifications, prototypes, discoveries, techniques systems, engineering, works of authorship, ideas, and concepts, and all intellectual property rights therein (whether or not patentable or registerable under copyright, trade mark, trade secret or similar legislation or subject to analogous protection);
“Modifications” means any and all Upgrades, updates, corrections, enhancements, modifications, fixes, changes, additions and amendments made by unlearn. to any part of the Product from time to time;
“Payment Information” means information required for the purchase of a license subscription for the Product through the Website, which may include credit/debit card numbers, bank account numbers and sort codes;
“Posters” means a series of poster packs, each containing 24 educational posters and an accompanying discussion guide;
“Product” means collectively the Posters and the Courses;
“Services” means the services available on the Website, including the e-learning platform, online communications infrastructure including web-based email, message boards, live chat facilities and email links, and other information or tools;
“Term” means a period of 12 months commencing on the [day the Order is made/accepted?];
“User” means any third party that accesses and uses the Product through the Website;
“Website” means the website located at www.unlearn.learnworlds.com.
2. License and Use of Product.
2.1 Grant of License. unlearn. hereby grants to the User, for its sole, internal use, a personal, non-transferable, non-exclusive right and license (the “License”) to access and use the Product as ordered by the User during the Term.
2.2 Modifications. unlearn. reserves the right to modify the Posters, Courses, Product Content or Terms and update the License without notice at any time. The User is responsible to review the Terms regularly, for by accepting these Terms, the User is agreeing to be bound by any Modifications or any changes required by law, from the first use of the Website following the changes any time in the future.
2.3 Use of Product. User agrees as follows:
(a) Posters: it has the right to download the Posters solely for purposes of/in the following manner: ………..
(b) Courses: it may access the Courses and…..
(c) User will at all times use the Product specifically in accordance with the directions of unlearn., and safeguard the Product to ensure that no other person has access to the Website or the Product. The User is solely responsible for the protection of its Account(s) and password(s), and responsible for the use of the Product by any other party through its Account.
2.4 Links to Other Websites. The Website may contain links to other sites provided by independent third parties (“Third Party Sites”). Unless otherwise expressly stated, unlearn. has no authority or control whatsoever over Third Party Sites,and is not responsible for the content or availability of any Third Party websites, and will not be party to, and hereby disclaims all liability for any and all forms of loss or damage arising out of the User’s use of any Third Party Sites. The User’s rights and obligations will solely depend on the terms and conditions stated in such Third Party Sites. The inclusion of any link on this Website to a Third Party site does not imply any endorsement or sponsorship of the content or, or the Third Party Sites themselves or of those parties in control of them. Any party wishing to place a link to this Website on a Third Party Site may do so to the home page of the Website, provided that no links made be made to any other specific pages in the Website (“deep linking”) without the prior written permission of unlearn. For further information or consent, please email email@example.com.
2.5 Prohibitions on Use. The User will not, and will not permit any other party, directly or indirectly, at any time to do any of the following (without limitation):
(a) use, access, read, share, download or reproduce, or modify, adapt, alter or create derivative works based on, all or any part of the Product for any purpose or in any manner other than as specifically permitted by unlearn. with respect to the use of the Product;
(b) remove, delete, alter or obscure any copyright, trademark, patent or other Intellectual Property or proprietary rights notices from any part of the Product;
(c) share, make accessible, rent, distribute, sublicense, sell, assign, or otherwise commercially exploit all or any part of the Product;
(d) reverse-engineer, de-compile, disassemble replicate, copy or otherwise misappropriate all or any part of the Product;
(e) input, upload, post, publish, transmit or otherwise provide to or through the use of the Product any information or materials that are injurious, or contain, transmit or activate any viruses, bugs or other harmful, disruptive or destructive code or files;
(f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner all or any part of the Product or unlearn.’s provision of the Product to any third party, in whole or in part;
(g) violate any local, state, provincial, federal or foreign law, treaty, regulation or convention applicable to User in connection with the use of the Product, or use the Product to do anything unlawful, misleading, malicious, or discriminatory; or
(h) use the Website to access the Product without the supervision of an adult if the User is under the age of 18, nor have Payment Information provided unless by or with the permission of an adult.
2.6 Use of Systems. When using any System on the Website, the User will not, and will not permit Users, to do any of the following, failing which your Account may be suspended or closed by unlearn. at its discretion:
(a) use obscene or vulgar language;
(b) submit Content that is unlawful or otherwise objectionable, including without limitation, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist, or is intended to promote or incite violence;
(c) make submissions other than in English as unlearn. may be unable to respond to enquiries submitted in other languages;
(d) The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
(e) impersonate other people, particularly employees and representatives of unlearn. or its affiliates; and
(f) use the System for unauthorised mass-communication such as "spam" or "junk mail".
The User acknowledges that unlearn. reserves the right to monitor and/or retain copies of any and all communications made through the System, and that any information sent through the System may be modified by unlearn. in any way. The User hereby waives any and all moral rights to be identified as the author of such information, and any restrictions the User may wish to place upon unlearn.’s use of such information must be communicated to unlearn. in advance, provided that unlearn. reserves the right to reject such terms and associated information in its sole discretion.
3.1 Creation of Account. In order to access and use the Product on the Website, the User must create an Account which will contain certain personal details, as well as Payment Information to purchase a subscription License. By creating an Account and continuing to use this Website, the User represents and warrants that:
(a) all information submitted is accurate and truthful;
(b) consent has been obtained to submit Payment Information if required; and
(c) all information is accurate and will be kept up-to-date.
3.2 Maintenance of Account. The User shall not share any Account details with any third party and shall be solely responsible for the security of the Account. unlearn. has no liability whatsoever for any losses or damages incurred as a result of any Account details being obtained by a third party. If the User believes that its Account details have been obtained by a third party without consent, it will immediately notify unlearn. of same. unlearn. shall immediately suspend the Account and cancel any unauthorised orders or payments that may be pending, provided that if an unauthorised use of the Product commences prior to unlearn. being notified of same, the User shall be solely responsible for payment of any amounts incurred up to the date of receipt of notice, including charges for a billing cycle of one month.
3.3 Suspension of Account and Termination of License. If the User defaults in payment of any Fees or other amounts owing hereunder, or violates any of its representations or obligations under these Terms, unlearn. may suspend the License and User’s access to the Product until such amounts are paid in full, and unlearn. shall not be liable to the User or any other person as a result of any suspension or termination.
4. Order and Payment.
4.1 Orders. The User shall submit an order for the Product to unlearn., and unlearn. shall acknowledge acceptance of the order by sending a confirmation email, at which time there be a binding contract between unlearn. and the User for provision of the Product as outlined in the order. Order confirmations shall contain the following information:
(a) confirmation of the Product ordered including full details of the main characteristics of those Products;
(b) fully itemised pricing for the Products ordered including, where appropriate, taxes, delivery and other additional charges;
(c) relevant times and dates for the provision of the Products;
(d) User credentials and relevant information for accessing the Products,
(e) any additional terms and conditions that may apply to the Products in the order, which the User shall be responsible for reviewing and confirming.
unlearn. aims to fulfill each order within 2-3 working days of sending the confirmation or within a reasonable period thereafter, and if unable to do so, will notify the User by contacting the User directly after the order is placed. In no event will unlearn. be liable to the User for any delay in provision of any Product. Any questions may be addressed by contacting customer care by email at firstname.lastname@example.org.
4.2 Fees. The User shall pay such Fees for the Product as outlined on the order confirmation provided by unlearn. plus applicable HST, taxes and duties. All pricing information on the Website is correct at the time of going online, but Fees payable by the User for the Product shall be as specified in the order confirmation. unlearn. reserves the right to change prices and alter or remove any special offers from time to time in its sole discretion. In the event that prices are changed during the period between an order being placed for Product and unlearn. processing that order and taking payment, then the price that was valid at the time of the order shall be used.
4.3 Payment. Payment of Fees shall be applied via the chosen payment method in the User’s Account, on the commencement of the Term and on the same day in each subsequent month for charges accrued during the previous month (the “Billing Cycle”). Any overdue payments will bear interest at the fixed interest rate of 2% per month (24% per annum), or the maximum interest rate permitted under applicable law if less, such interest to accrue daily and be compounded monthly. If unlearn. does not accept the order, any amounts paid by the User in relation to such order will be refunded within 14 calendar days. User shall pay, and indemnify unlearn. in respect of, any and all applicable taxes which may be assessed against unlearn. or any of its affiliates including any interest, penalties and additions with respect thereto.
5. Intellectual Property. The User expressly acknowledges and agrees that all right, title and ownership in, to and of all or any part of the Product including Product Content and all Modifications made from time to time and all Intellectual Property therein, shall at all times vest and remain exclusively with unlearn., and all Website Content is owned by Learnworlds, other than title to and ownership of copyright and/or trademarks in product images or descriptions included in the Content owned by a third party which shall remain with the relevant third party manufacturer or distributor of such products, as applicable. No Intellectual Property rights whatsoever are implied, assigned or granted to User except such limited rights as are expressly provided herein. By using the Website and accessing the Product, the User acknowledges that such material is protected by all applicable Canadian and international intellectual property and other laws.
6. Term and Termination.
6.1 Term. The Term shall automatically renew for additional periods of twelve (12) months (each, a “Renewal Term”) until terminated by the User by written notice to unlearn.
6.2 Events of Default. unlearn. may immediately suspend User’s Account and access to the Product and/or terminate this agreement:
(a) if User fails to pay any Fees or other amount due and owing to unlearn., and fails to remedy such default within five (5) days of notice from unlearn. that the same is due and payable;
(b) if User breaches any of the obligations or provisions hereunder, and fails to remedy such breach within 10 days of written notice of such default from unlearn. to User;
(c) immediately on written notice to the User if the User breaches or threatens to breach any provisions relating to unlearn.’s Intellectual Property and/or Confidential Information;
(d) User initiates or has initiated against it any proceeding seeking any reorganisation, composition, liquidation, dissolution, winding up, receivership or bankruptcy of its business or similar relief under any applicable statute, law or regulation, or makes any general assignment for the benefits of its creditors, or admits in writing its inability to pay its debts generally as they become due, or a court of competent jurisdiction determines User to be insolvent, bankrupt or appoints a receiver in respect of User’s business or affairs.
6.3 Effects of Termination. Upon termination, the User agrees that:
(a) it will immediately cease use of any part of the Product and any other materials within the User’s possession or control, and shall, at unlearn.’s sole discretion, return all Confidential Information to unlearn., or destroy all Confidential Information;
(b) it will pay in full for all Fees owing to unlearn.; and
(c) it shall release unlearn. from any further obligation or responsibility to the User and will have no rights or claims against unlearn. in connection with termination, expiration or non-renewal of the License, and acknowledges that nothing herein contained shall be construed to limit or restrict in any way unlearn.’s ability to pursue any remedies it may have at law or equity.
Termination of the License and this agreement is without prejudice to any other right or remedy of unlearn., and will not release, discharge or otherwise affect the obligation of User with respect to any liability: (a) which at the time of termination, has already accrued, (b) which may accrue in respect of any act or omission prior to termination; or (c) which arises from an obligation intended to survive termination.
7. Limitations and Indemnities.
7.1 Limited Warranty and Disclaimer. unlearn. shall use all reasonable efforts to provide the Product in substantial conformity with the general descriptions of the Product available from unlearn., but has no responsibility for any variations from such descriptions, and provides no warranty that the Product will be free of defects or meet the specific needs of the User. EXCEPT FOR THE SPECIFIC LIMITED WARRANTIES PROVIDED HEREIN, WHICH ARE THE EXCLUSIVE WARRANTIES PROVIDED BY UNLEARN., THE PRODUCT IS PROVIDED TO USER ON AN "AS-IS" AND “AS-AVAILABLE” BASIS. UNLEARN. EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND CONCERNING THE PRODUCT OR ITS USE, WHETHER EXPRESS, STATUTORY OR IMPLIED OR OTHERWISE ARISING IN LAW (INCLUDING DURING THE COURSE OF DEALING, USAGE OR TRADE) AND WHETHER ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF (A) DESIGN, (B) MERCHANTABILITY, (C) FITNESS FOR ANY PARTICULAR PURPOSE, (D) NON-INFRINGEMENT, OR (E) COMPLIANCE WITH CERTAIN STANDARDS. UNLEARN. DOES NOT REPRESENT, WARRANT OR PROVIDE ANY COVENANTS THAT: (A) ALL ERRORS OR DEFICIENCIES IN THE PRODUCT WILL BE CORRECTED; (B) THE PRODUCT WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS; OR (C) ANY SPECIFIC RESULTS FROM THE USE OF THE PRODUCT. No part of the Product or these Terms is intended to constitute advice, and reliance on and use of the Product and Product Content is at the User’s own risk. User is solely responsible for its own internet security, personal details and computers in accessing and using the Product. unlearn. has no control over, nor any responsibility for, the availability or functioning of the Website, and has no liability for any disruption or non-availability of the Website in accessing the Product.
7.2 Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN, UNDER NO CIRCUMSTANCES WILL UNLEARN. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR REVENUES OR LOSS OF USE OF THE PRODUCT EVEN IF UNLEARN. HAS BEEN ADVISED OF THE POSSIBILITY OF THEIR ARISING. EXCEPT AS PROVIDED BELOW BUT NOTWITHSTANDING ANY OTHER PROVISION HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL AND CUMULATIVE LIABILITY OF UNLEARN. HEREUNDER EXCEED THE FEES RECEIVED BY UNLEARN. FROM THE USER DURING THE  MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. THE USER ACKNOWLEDGES THAT THE CONSIDERATION RECEIVED BY UNLEARN. HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR UNLEARN. TO ACCEPT ANY LIABILITY OR RISKS BEYOND WHAT IS EXPRESSLY PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION WHERE CLAIMS ARE BASED IN CONTRACT (INCLUDING WHERE FUNDAMENTAL BREACH IS ALLEGED OR PROVEN) AND IN TORT (INCLUDING NEGLIGENCE). Some jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, so some of the above exclusions may not apply to the User. No action arising out of or in any way related to hereto may be brought more than one year after the cause of action has arisen.
(a) The User agrees to indemnify and hold unlearn., its affiliates and their respective agents harmless from and against any and all liabilities, claims, demands, actions, damages, loss, cost or expense, including reasonable legal fees, made by any third party, arising out of any breach by the User of any obligation, undertaking, warranty, representation and/or provision of these Terms or any other agreement of the parties with respect to the use of the Product by the User, or arising as a result of any third party alleging that the use of the Product by the User, other than in accordance with these Terms, infringes, misappropriates or violates any Intellectual Property of the third party, or any acts or omissions which involve negligence, recklessness or intentional misconduct on the part of the User.
(b) unlearn. shall indemnify and hold User harmless from and against third party claims for infringement or violation of third party intellectual property rights associated with the Product, and may, at its sole option and expense:
(i) procure for the User the right to continue using the affected Product;
(ii) replace the same with a product of similar functions and efficiency that is not subject to such an action; or
(iii) modify the Product so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Product;
provided however that unlearn. shall have no liability respecting any claim of infringement or breach to the extent such claim is based upon the combination, operation or use by the User of the all or any part of the Product with other products not approved or substantially consistent with unlearn.’s methodology. This section states the entire liability of unlearn. for any type of infringement or breach whatsoever of intellectual property rights of third parties resulting from or relating to the provision of the Product to the User.
(c) Each party’s indemnity obligations hereunder are subject to the following:
(i) the aggrieved party shall promptly notify the indemnifier in writing of the claim;
(ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the claim; and
(iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such claim.
8.2 Use. All personal information collected (including, but not limited to, Payment Information) will be collected, used and held in accordance with the provisions of all applicable laws and regulations. No personal information will be disclosed by unlearn. to any third party without first obtaining User’s written consent, provided that the User’s personal information may be used for the following purposes under this agreement:
(a) provision of Product;
(b) process User’s payment for the Product (which, if payment on credit is chosen by the User, may include disclosure to credit reference agencies with the User’s consent); and
(c) inform the User of new products available from unlearn; provided that the User may request that delivery of such information be terminated at any time by clicking on the ‘Unsubscribe’ link in any email which you receive from unlearn..
9. General Provisions.
9.1 Force Majeure. Neither party hereto shall be liable to the other for delay in any performance or for the failure to render any performance of obligations when such delay or failure is a direct result of any present or future statute, law, ordinance, regulation, order, failure to deliver on the part of its suppliers, judgment or decree, act of God, earthquake, epidemic, pandemic, quarantine, explosion, lockout, boycott, strike, labor unrest, riot, war, or similar catastrophic occurrence. Notwithstanding the foregoing, these provisions shall not be applicable to any obligation involving the payment of money by the User.
9.2 Dispute Resolution. The parties will use good faith efforts to settle any matters or issues arising hereunder within thirty days of notice of the dispute being delivered, failing which the dispute shall be finally settled by arbitration in accordance with the Arbitration Act (Ontario). The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having competent jurisdiction. The costs of the arbitrator shall be borne by the unsuccessful party to the arbitration.
9.3 Assignment. The User may not assign, sublicense or otherwise transfer any of its rights or obligations, or any right to access and use the Product, in whole or in part, including without limitation by operation of law, without unlearn.’s prior written consent. unlearn. may assign or subcontract or delegate its obligations hereunder to any third party without the consent of, but on notice to, the User. Subject to the foregoing, these Terms will bind and inure to the benefit of and is binding upon the parties and their respective permitted successors and assigns.
9.5 Miscellaneous. Each Section of these Terms is distinct and severable, and the invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision. Any waiver of any provisions must be in writing, and failure by either party to assert any of its rights hereunder does not constitute a waiver of its right thereafter to enforce any provision in accordance with its terms. The parties hereto are independent contractors and these Terms do not establish any relationship of partnership, joint venture, employment, franchise or agency between them that would give the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. Unless otherwise specified in any order, currency shall be the Canadian dollar.
9.6 Survival. Any terms and conditions herein which expressly or by their nature extend beyond the termination or expiry of any agreement between the parties shall survive such termination or expiry including, without limitation, provisions relating to confidentiality, Intellectual Property, ownership, warranty and indemnity.
9.7 Governing Law. These Terms and all agreements between the parties shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflicts of law principles. The User irrevocably attorns to the exclusive jurisdiction of the courts of Ontario with respect to any dispute or legal proceeding which may arise.
9.8 User Confirmation. The User acknowledges having carefully read and understood the Terms, and understands its right to obtain independent legal advice before accepting these Terms, and has either done so, or chosen not to do so.
9.9 Communications. All notices / communications shall be given in writing by one party to the other, shall be sufficiently given if (a) personally delivered or couriered, (b) mailed by regular mail , and shall be deemed to be received by the recipient 3 days after posting if sent by first class post, on the day of delivery if delivered, and if sent by electronic means, it will be deemed received the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday. Any notice shall be sent to the parties at the address or email address provided.