E-Learning Terms of Services

TERMS OF SERVICE

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OVERVIEW

This website is operated by LOGiQ3 Corp. Throughout the site, the terms “we”, “us” and “our” refer to LOGiQ3. LOGiQ3 offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services. Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

1. DEFINITIONS

For the purposes of these Terms: “Agreement” means the E-Learning Terms and Conditions; these Terms as well as any schedules, statement of works, order forms, quotations and all documents supplementing, amending or confirming the Agreement; “Customer” means the name of the customer to the Agreement identified on the first page of this Agreement; “eCourses” means the e-Learning courses, modules, or topics, and all related documentation, media and other materials and all copies thereof; “LOGiQ3” means LOGiQ3 Corp; “LMS” means the LOGiQ3 Learning Management System; “Services” means certain services and content on the LMS provided by LOGiQ3; “User” means an employee, student or representative of the Customer authorized by Customer to access the LMS and/or receive the Services; “User Content” means any content uploaded, transmitted or posted by a User in using the LMS.

2. SERVICES

Services provided by LOGiQinclude, but are not limited to, any service and content provided on the LMS, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services (including, but not limited to, the eCourses). LOGiQ3 may change, suspend or discontinue the Services including any eCourses for any reason, at any time, including the availability of any feature or content. LOGiQmay also impose limits on certain features and services or restrict Customer’s access to parts or all of the Services without notice or liability. User Content is entirely the responsibility of the Customer and its Users, and and LOGiQ3 expressly disclaims any and all liability in connection with your User Content. LOGiQ3 will not be liable under any circumstances for any damages of any kind caused as result of User Content.

3. CUSTOMER RESPONSIBILITIES

Customer shall enable its own reliable Internet connectivity to and from the LMS; maintain adequate network connectivity and bandwidth to properly utilize the Services; and maintain the confidentiality of any passwords issued by LOGiQ3 to Customer to access the Services and the LMS. Customer, in its use of the Services, shall not compromise the security or integrity of others’ computer systems or software; impersonate another LOGiQ3 client or provide false identity information to gain access to or use the Services; or breach any applicable laws, including laws related to data privacy, international communications and the transmission of data; publishing, distributing, possessing selling, advocating, promoting or exposing obscene or threatening material, child pornography, or hate propaganda; defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality and unfair competition; Internet etiquette rules or protocols; or otherwise infringe any third party’s intellectual property or other rights.

4. GRANT OF LICENSE

Subject to the terms and conditions herein, LOGiQ3 grants the Customer, per User, an individual, personal, non-exclusive, non-transferable single user license to access the eCourse(s) purchased, using the identification and password information provided by LOGiQ3 or the one created by Customer or its Users. The standard license for each eCourse is granted either (i) for the period of time agreed upon at the time of the purchase, and following activation by LOGiQ3 or (ii) for the specific courses and/or modules selected at the time of purchase.

5. OWNERSHIP

LOGiQ3 and its licensors retain all right, title and interest in and to the eCourses, including all related intellectual property rights and nothing in this license shall imply either a license or ownership of any part of the eCourses except as described in this Agreement. The eCourses are protected by applicable intellectual property laws, including Canadian copyright law and international treaties. This license and your right to use the eCourse(s) terminate automatically if Customer or a User violates any part of this Agreement. LOGiQ3 reserves all rights not expressly granted to Customer under section 4.

6. RESTRICTIONS

As a condition of this Agreement, Customer shall not, and shall ensure that its Users shall not: (1) resell, rent, assign, timeshare, distribute, or transfer all or part of the eCourses or any rights granted hereunder to any other person; (2) copy any content from the eCourses and redistribute or reuse the content in any way; (3) remove any proprietary notices, labels, or marks from the eCourses, or otherwise modify the e-course in any way; (4) create derivative works from the eCourses, publish or publicly display the eCourses; (5) transfer or sublicense your license to access the eCourses as permitted herein to any other person or party; (6) use the eCourses on a service bureau or similar basis, including without limitation using the eCourses to process the work or data of others or otherwise making available the functions, results or benefit of the eCourses available for use by others; (7) use the eCourses in a manner that infringes upon the lawful rights of others or in contravention of any and all applicable laws (including without limitations all applicable copyright laws); (8) use the eCourses for any unlawful purpose or in any unlawful manner; (9) use the eCourses for any commercial purpose; (10) export or re-export the eCourses; or (11) attempt, or cause, permit or encourage any other person to do any of the foregoing. Users may download study materials provided on the LMS, provided that the User retains all copyright and other proprietary notices contained in such materials. LOGiQ3 reserves the right to terminate a User’s access to the LMS in its sole discretion, including, without limitation, based on any activity by a User in violation of this Agreement.

7. TRADEMARKS

The trademarks and logos displayed on the LMS and eCourses are the property of LOGiQ3 or other third parties. The Customer is not permitted to use any of these trademarks without the prior written consent of LOGiQ3 or the third party.

8. LIMITATIONS OF LIABILITY AND REMEDIES

Notwithstanding any provision in this Agreement to the contrary, LOGiQwill not be liable for any special, incidental, or indirect or consequential damages, however caused, or on any theory of liability, whether or not the LOGiQhas been advised of the possibility of such damage or loss, nor will the LOGiQ3 be liable for loss, damage or expense, which directly or indirectly arise from the use of or inability to use the services provided hereunder, whether separately or in combination with other equipment or software, or for commercial loss of any kind, or for procurement of substitute goods. LOGiQ3’s total liability under this Agreement will not exceed the amounts paid by Customer pursuant to this Agreement.

9. LOGiQ3 WARRANTIES

LOGiQ3 represents i) that it has the right to provide access to the LMS and provide the Services; ii) it will provide the Services in a competent workmanlike manner; and iii) it will comply at all times with all applicable laws, regulations, rules, and ordinances, including, without limitation applicable privacy and data protection laws. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ECOURSES AND SERVICES ARE NOT GUARANTEED AND PROVIDED ‘AS IS’ AND LOGiQ3 GIVES NO REPRESENTATIONS, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO UNITERRUPTED OR ERROR FREE SERVICE, SECURITY, QUALITY OF FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE, OR FROM A COURSE OF DEALING O USAGE OR TRADE. LOGiQ3 DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE LMS OR ANY HYPERLINKED WEBSITE OR SERVICE, AND LOGiQ3 WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN CUSTOMER OR USERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE.

10. INDEMNITIES

Customer shall indemnify and defend LOGiQ3 and LOGiQ3’s affiliates, shareholders, subcontractors and agents (and each of their shareholders, officers, directors, employees and contractors) from and against any and all third party claims and resulting losses and damages which result from or relate to Customer or Users’ use of the LMS or eCourses and any violation of this Agreement, including, but not limited to, any violation of any third party rights with respect to User Content.

11. SYSTEM ACCESS

All access to information via the Internet or telephony systems will be subject to access authorization supplied by the Customer. LOGiQ3 is not responsible for: (a) any unauthorized access, use or downloading of information by users using valid access authorization codes; (b) loss of service due to the Customer’s Local Area Network (LAN), scheduled maintenance events, Customer caused outages or disruptions, interconnections to or from and connectivity within other Internet Service Provider (ISP) networks, or the Public Switched Telephone Network (PSTN); (c) inability to use the services due to the Customer’s staff or User’s capability; or (d) force majeure events.

12. CONFIDENTIALITY

Each party agrees not to disclose the other party’s Confidential Information and to protect its confidentiality using at least the same degree of care that party uses to protect its own Confidential Information, which shall under no circumstances be less than reasonable, including not disclosing it to a third party unless there is a “need to know,” a “right to know,” and a written obligation by the third party to maintain the confidentiality. If a party receives an order from a court or other governmental body that requires disclosure of the other party’s Confidential Information then the party receiving the order shall notify the other party of the order and shall assist the other party in seeking an appropriate protective order in advance of making any such disclosure. For the purposes of this Agreement, “Confidential Information” means any information, written or oral, that relates to either party’s business, products, processes, or services, that is designated as confidential or proprietary or that a reasonable party would understand to be confidential or proprietary, including Customer Data, with the following exceptions: (i) information that was already known to the receiving party; (ii) information obtained from public or published information; (iii) information received from a third party not known to be employed or affiliated with the disclosing party; and (iv) information which is or becomes known to the public other than through a breach of this Agreement.

13. TERMINATION

LOGiQ3 may terminate or suspend any all Services, access to the LMS, licenses to eCourse(s) and Customer’s account immediately, without prior notice or liability, if Customer or any User breaches any of the terms or rules of this Agreement, if there is a risk of harm to LOGiQ3 property or third parties, if LOGiQ3 is required to in compliance with law. LOGiQ3 will endeavour to provide advance notice of any suspension or termination, but LOGiQ3's exercise of its rights hereunder will be without any liability to Customer whatsoever. Upon termination of this Agreement: (a) any and all rights granted to Customer under this Agreement, including the rights granted under the eCourse license, shall immediately cease: (b) Customer shall destroy and/or delete from all hard drives and other electronic devices all copies of the eCourses in its possession or control; and (c) if requested by LOGiQ3, certify in writing that all copies of the eCourse(s) in Customer’s possession or control have been destroyed or deleted.

14. MISCELLANEOUS

Any notice or demand under this Agreement will be made by courier or facsimile transmission at the address set out on the Service Agreement. LOGiQ3 will not be liable to Customer for any delay or failure to deliver the Products by reason of any contingencies beyond LOGiQ3’s control or beyond the control of LOGiQ3’s suppliers, including, but not limited to: strikes; labour disputes; failure of a third party telecommunications network; fire, earthquakes, floods, war, civil commotions, acts of God (“Force Majeure”). Neither party shall assign this Agreement without first obtaining the written consent of the other, except that LOGiQ3 may assign this Agreement to an affiliate, subsidiary, or any entity or successor that acquires all or substantially all of the business or assets of LOGiQ3. Any change in the voting control of the Customer will constitute an assignment hereunder. This Agreement will enure to the benefit of and be binding on the parties and their respective successors and permitted assigns. LOGiQ3 may list Customer’s name on its marketing materials and website as a client of LOGiQ3. Unless otherwise indicated, all rates and charges are in Canadian dollars. The parties agree that this Agreement may be executed in counterparts and that a facsimile signature shall be deemed to be an original. The following sections of these Terms will survive termination of expiration of this Agreement: 5, 7, 8, 9, 10, 13 and 14, This Agreement, Terms and any Schedules attached to it shall constitute the entire agreement between the parties and may only be amended in a document signed by both parties. This Agreement will be governed and construed in accordance with the laws of the Province of Ontario. The parties hereby submit to the jurisdiction of the courts of Ontario for any legal action arising hereunder. This Agreement may not be modified unless agreed to in writing by both parties. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach. This Agreement constitutes the entire agreement between the parties with respect to the Products and cancels and supersedes any prior understandings and agreements between the parties. In the event that any one or more provisions contained in this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement.

15. CONTACT INFORMATION

Questions about the Terms of Services should be sent to us at:

Natalie Ho

Vice President, Sales & Marketing

natalie.ho[at]logiq3[dot]com

60 Adelaide Street East, Suite 1300, Toronto, ON

M5C 3E4, Canada