SmarterU.com Terms of Use

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TERMS OF USE AGREEMENT

Welcome to the SmarterU website. BY USING THIS WEBSITE, YOU ARE AGREEING TO COMPLY WITH AND BE BOUND BY THE FOLLOWING TERMS OF USE. PLEASE REVIEW THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THIS WEBSITE IN ANY MANNER WHATSOEVER. The terms "SmarterU", "us", "we" and "our" all refer to Smarter-U Inc., the owner of this website. The term "you" refers to a Course Provider, Student or other user or viewer of this website.

1. Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement (the "Agreement") with respect to our site (the "Site"). This Agreement (including the constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. THIS AGREEMENT MAY BE AMENDED BY US AT ANY TIME OR FROM TIME TO TIME WITHOUT SPECIFIC NOTICE TO YOU. THE LATEST AGREEMENT WILL BE POSTED ON THE SITE (AND APPROPRIATELY DATE-STAMPED), AND YOU SHOULD REVIEW ANY AMENDED AGREEMENT PRIOR TO RE-USING THE SITE. WHETHER OR NOT YOU REVIEW THIS AGREEMENT, IN ITS INITIAL OR ANY AMENDED VERSION, YOU WILL BE BOUND BY ITS TERMS.

2. Third Party Services, Products and Charges.

Your wireless mobile service provider, Internet service provider, VOIP provider, telephony provider or other third parties may charge you for use of their services and/or products as they relate to any use that you may make of the Site. We have no affiliation with, or responsibility for, any such third party. You alone are responsible for entering into separate agreements with them in order to use their services and/or products, and for paying for all charges, fees and/or expenses charged by them for such use. We have no responsibility to provide or maintain any hardware that you may require to connect to the Site.

3. Limited License; Permitted Uses.

You are granted a personal, non-exclusive, non-transferable and revocable license to:

access and use the Site strictly in accordance with this Agreement;
use the Site to make your course(s) (the "Courses") available, on either a public or private basis to other users of the Site (in either case, a "Course Provider") or to search and take any Course that is offered through the Site on either a public or private basis (in either case, a "Student"); and
to print out discrete information from the Site solely for the purposes referred in paragraphs (a) and (b) of this Section 3 and provided that you maintain all copyright and other notices contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

4. Restrictions and Prohibitions on Use.

Your license for access and use of the Site and any Courses, information, materials or documents provided in or by the Site (collectively defined as "Content") is subject to the following restrictions and prohibitions on use. You agree not to:

use the Site to post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Site in a manner that is contrary to law or would serve to restrict or inhibit any other person from using or enjoying the Site or the Internet; or
use the Site to send or transmit any junk e-mail, chain letters, duplicative or unsolicited messages, or engage in any so-called 'spamming' and 'phishing' or any other illegal activity; or
use the Site to build traffic to your content by using any form of cloaking, hidden frames, pop ups, traffic exchange networks, purchased lists, black hat SEO, redirect links, hidden links, cloaking links, purchased visitor schemes or any other form of automated traffic, or by tricking people into clicking links; or
use the Site to entice any person to click on any advertisement; or
use the Site to defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of any other person including, without limitation, rights relating to privacy and publicity; or
use the Site to post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; or
use the Site to post, transmit, link to, or otherwise distribute any information, materials or content (including, for greater certainty, software) which contains a virus, cancelbot, Trojan horse, worm or other harmful or disruptive component; or
use the Site to post, transmit, link to, or otherwise distribute any information, materials or content that may be harmful to minors; or
gain unauthorized access to the Site, other users' accounts, names, personally identifiable information or other computers, web sites or pages, connected or linked to the Site; or
modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Site; or
collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, in connection with their or your use of the Site, unless you have obtained the express, prior permission of such other person to do so; or
copy, print (except for the express limited purposes permitted by Section 2(c) above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content retrieved therefrom; or
use the Site or any Content obtained from the Site to develop, of or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; or
create compilations or derivative works of any Content from the Site; or
use any Content from the Site in any manner that may infringe any copyright, trademark or other intellectual property or proprietary right of us or any third party; or
remove, change or obscure any copyright notice or other notice or terms of use contained in the Site; or
make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology, now existing or developed in the future; or
remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; or
use any automatic or manual process to harvest information from the Site; or
use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and/or (3) unsolicited telephone calls or facsimile transmissions; or
use the Site in any manner that violates any applicable federal, provincial, state or other law; or
export or re-export the Site, or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of Canada or the United States; or
otherwise use the Site in any manner that would constitute a breach of this Agreement.

5. Registration as a Course Provider.

If you are a Course Provider and are interested in offering one or more Courses on the Site, on either a public or private basis, you must first agree to be bound by this Agreement. You may then review the Site to determine if you in fact wish to do so. If you do, then you must:

comply with the Course Provider Account registration and activation process contemplated by the Site, including completing the Application for Registration as a Course Provider in all respects with truthful, accurate and complete information; and
also agree to be bound by the Additional Terms and Conditions Applicable to Course Providers;
both of which may be accessed by clicking on this link, are hereby incorporated herein by reference and form an integral part of this Agreement.

We will make your Course(s) available to Students (on either a public or private basis, depending on which option you choose for each Course, and using the content that you provide for each Course), and will also back up the data that relates to any Student taking any of your Courses.

Notwithstanding any other provision of this Agreement, we reserve the right at any time, and without cost, charge or liability, to terminate your Course Provider Account or to otherwise deny you access to the Site, and/or to inactivate a Course from the Site, for any reason which we in our sole discretion consider appropriate including, without limitation (1) any misrepresentation in the information provided in any Application for a Course Provider Account; (2) any inappropriate (in our sole discretion) content in any Course; (3) complaints received from Students, other Course Providers or third parties; (4) failure by you to make any payment to SmarterU that is required to be made to us; (5) our receipt of your request to terminate your Account; (6) any discontinuance of or material modification to the Site; (7) unanticipated technical issues or difficulties associated with the Site; (8) extended periods of inactivity in relation to your use of the Site; (9) any request received by us from any law enforcement or other government or regulatory agency; and (10) any breach by you of this Agreement.

6. Registration as a Student.

If you are a Student and are interested in seeing what Courses are offered on the Site, you must first agree to be bound by this Agreement. You may then review the Site to determine if any of the Courses interest you. If so, then you may only take any such Course if you:

comply with the Student Account registration and activation process contemplated by the Site, including completing the Application for Registration as a Student in all respects with truthful, accurate and complete information; and
also agree to the Additional Terms and Conditions Applicable to Students;
both of which may be accessed by clicking on this link, are hereby incorporated herein by reference and form an integral part of this Agreement.

Notwithstanding any other provision of this Agreement, we reserve the right at any time, and without cost, charge or liability, to terminate a Student Account or to otherwise deny a Student access to the Site for any reason which we in our sole discretion consider appropriate including, without limitation (1) any misrepresentation in the information provided in any Application for a Student Account; (2) complaints received from Course Providers, other Students or third parties; (3) failure by you to make any payment to SmarterU that is required to be made to us; (4) our receipt of your request to terminate your Account; (5) any discontinuance of or material modification to the Site; (6) unanticipated technical issues or difficulties associated with the Site; (7) extended periods of inactivity in relation to your use of the Site; (8) any request received by us from any law enforcement or other government or regulatory agency; and (9) any breach by you of this Agreement.

7. Errors, Corrections and Changes.

We do not represent or warrant that:

the Site will be error-free, free of viruses or other harmful components, or available when or as much as you would like it to be, or that defects will be corrected, although we will use commercially reasonable efforts to attend to each of these matters; or
any Students will take any of your Courses; or
any Course or other Content available on or through the Site will be correct, accurate, complete, timely, otherwise reliable or appropriate or fit for your purposes.

We may make changes to the features, functionality or content of the Site at any time and from time to time, and without cost, charge or liability. We reserve the right in our sole discretion to edit, delete or add at any time or from time to time, and without cost, charge or liability, any Content appearing on the Site, or to modify or discontinue, temporarily or permanently, all or any portion of the Site, without notice to you. For greater certainty, we will not change the content of any Course (only its Course Provider can do that), but we reserve the right to inactivate that Course from the Site as contemplated in Section 5 above.

8. No Endorsement or Recommendation of any Course Provider, or Monitoring of any Course.

We do not endorse or recommend any Courses, or other products or services, offered by any Course Provider. While we have no obligation to monitor or control the content of any Course, we reserve the right to do so at any time or from time to time, and to take such action as we consider appropriate in our sole discretion based on such monitoring, without cost, charge or liability.

9. Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other intellectual property rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as expressly allowed by Section 3, is strictly prohibited. You do not acquire ownership rights to any Content viewed through the Site. The posting of Content on the Site does not constitute a waiver of any right in such Content. Some of the Content on the Site is the copyrighted work of third parties, with each Course being the copyrighted work of its Course Provider. We own the copyright in all of the Content that is original to us, and in our selection, coordination, arrangement and enhancement of the Content, with the entire content of the Site being protected by copyright as a collective work and/or compilation under applicable copyright laws.

10. Trademarks.

"SmarterU", and any version thereof that appears on the Site, is the trademark of Smarter-U Inc. Other product, service and company names mentioned on the Site may be trademarks of their respective owners.

11. Unlawful Activity.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

12. Nontransferable.

Your right to use the Site is personal and is not transferable or assignable. Any user name, password or activation key given to you is yours alone, and is not transferable or assignable. You will not reveal your user name, password or activation key to any third party, and you will take all reasonable steps to protect same against disclosure to a third party. You are solely responsible for any use of your account, user name, password and/or activation key by any third party.

13. Indemnification.

THE SITE AND ALL CONTENT PROVIDED FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE", AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY DISCLAIMED AND ARE HEREBY WAIVED BY YOU (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER AND WAIVER OF ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). YOUR USE OF THE SITE, AND OF ANY COURSES OR OTHER CONTENT ACCESSED ON OR THROUGH THE SITE, IS AT YOUR OWN RISK.

15. Disclaimer of Liability.

REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES ARISING OUT OF OR RESULTING IN ANY MANNER WHATSOEVER FROM (1) THE OFFERING OR TAKING OF ANY COURSE, OR ANY OTHER USE OF THE SITE; (2) ANY INABILITY TO OFFER OR TO TAKE ANY COURSE ON THE SITE OR TO OTHERWISE USE THE SITE; (3) ANY ERRORS IN OR OMISSIONS FROM THE SITE OR ANY COURSE OR OTHER CONTENT OBTAINABLE ON OR THROUGH THE SITE; (4) ANY DELAY OR FAILURE IN PERFORMANCE OF THE SITE, INCLUDING ANY UNAVAILABILITY OR INTERRUPTION OF THE SITE OR ANY COURSE, OTHER CONTENT OR FEATURES THEREOF; (5) ANY FAILURE ON THE PART OF THE SITE OR US TO SAVE OR BACK UP ANY DATA ASSOCIATED WITH ANY USE OF THE SITE; (6) LOST PROFITS OR LOST GOODWILL; (7) ANY FAILURE TO REALIZE SAVINGS; OR (8) ANY CLAIM OR DEMAND AGAINST YOU BY ANY THIRD PARTY; EVEN IF WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE REASONABLY FORESEEABLE.
IF YOU ARE DISSATISFIED WITH THE SITE, WITH THIS AGREEMENT, WITH HOW ANY COURSE IS OFFERED, WITH HOW ANY COURSE IS TAKEN, WITH OUR PERFORMANCE, OR WITH ANYTHING ELSE THAT RELATES TO THE SITE OR ANY COURSE OR OTHER CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
SHOULD ANY ARBITRATOR OR COURT AWARD ANY DAMAGES DESPITE THE FOREGOING DISCLAIMERS OF LIABILITY, SUCH DAMAGES FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT IN THE AGGREGATE, IN ANY CIRCUMSTANCE, EXCEED THE AMOUNT YOU PAID TO US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE.
THE DISCLAIMERS OF LIABILITY SET FORTH ABOVE IN SECTIONS 15(a), 15(b) AND 15(c) ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN US AND YOU. THIS SITE AND THE CONTENT WOULD NOT BE PROVIDED IN THE ABSENCE OF SUCH DISCLAIMERS AND YOUR AGREEMENT TO BE BOUND BY THEM.

16. Use of Information.

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy (see Section 17 below). All remarks, suggestions, feedback and ideas communicated by you to us (collectively defined as a "Submission") will forever be our property. For greater certainty, we will have exclusive ownership of all present and future rights to each Submission of every nature and kind whatsoever, everywhere. We will be entitled to use any Submission for any commercial or other purpose whatsoever, without compensation to you or any other person who submits the Submission to us.

17. Privacy Policy.

Our Privacy Policy, as it may change from time to time, is hereby incorporated herein by reference and forms an integral part of this Agreement. You must review this Privacy Policy by clicking on this link.

18. Links to other Websites.

The Site contains links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by us. If you decide to leave the Site and access these third-party sites, you do so at your own risk.

19. Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content provided in or by the Site.

20. General Provisions.

This Agreement shall be treated as though it were executed and performed in Winnipeg, Manitoba, Canada, and shall be governed by and construed in accordance with the laws in force in the Province of Manitoba (without regard to conflict of law principles). Any dispute with respect to the Site (and/or any Course or other Content provided on or through the Site) must be resolved through binding arbitration in accordance with the provisions of The Arbitration Act (Manitoba). If written notice of such dispute is not provided to us within one (1) year after the cause of action arose, the subject matter of such dispute shall be forever waived and barred. All arbitration proceedings shall be subject to the disclaimers and other provisions set forth in this Agreement including, without limitation, the disclaimers in Sections 7, 14 and 15. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. This Agreement enures to our benefit and to the benefit of our successors and assigns, and is binding on you, together with your heirs, executors, administrators and successors. You and we have required and agreed that this Agreement be drawn up only in English and not in any other language. Vous et nous avons demandé et convenu que cette entente soit rédigée seulement que dans la langue anglaise et dans aucune autre langue. All of our rights under this Agreement shall survive any termination of this Agreement for any reason whatsoever.