1.
INTRODUCTION
1.1.
Acceptance
of Agreement
.
Welcome to Study Matrix.
This Study Matrix Subscription Agreement (the “Agreement”) is a legally
binding agreement between you and
Contentconnections
Online Inc. (“Content Connections”, “us” “we” “our”)
. This Agreement governs your access and use
of the Study Matrix Services. By subscribing to the
or using the Study
Matrix Services, or by indicating your consent to this Agreement by clicking a
button, you agree to the bound by this Agreement. If you do not agree to all of the terms of this Agreement, then you must not use
the Study Matrix Services
1.2.
Entities.
If
you are subscribing to the Study Matrix Services or on behalf of a legal entity
(including a governmental organization), then you affirm: (i)
that you are an authorized representative or agent of that entity with the
authority to bind such entity to this Agreement; and (ii) that
such entity accepts and is bound by this
Agreement
.
In such a circumstance, the words “you” and “your” as used in this Agreement
will refer to and apply to both that entity and you
personally.
1.3.
Definitions.
Capitalized terms have the meanings set forth or referred to in this
Section, or in the Section in which they first appear in this Agreement:
(a)
“Access Credentials”
means credentials enabling access to certain Study Matrix Services.
(b)
“Authorized User”
means an Eligible Person who has been assigned Access Credentials by Content
Connections.
(c)
“Content” text,
images, photos, audio, or video files, and other forms of data, communications,
content, or materials.
(d)
“Covered Parties”
has the meaning set forth in Section
11.1
.
(e)
“
Educational
Institution
” means an educational institution or organization providing
education services to students;
(f)
“Eligible Person”
has the meaning set forth in Section
2.2
.
(g)
“Student Account”
means a student account on the Study Matrix Services.
(h)
“Study Matrix Services”
means the Study Matrix e-learning services made available through the Website
or as otherwise provided by Content Connections.
(i)
“Subscription”
means a subscription to access any or all of the Study Matrix Services;
(j)
“Terms of Use”
means our Website’s Terms of Use, currently located at https:studymatrix.net/TermsOfUse, as modified from time to time.
(k)
“Website” means the
Study Matrix website, currently located at
www.studymatrix.net
(l)
“Your Content” Content
submitted or transmitted by you to Content Connections, the Website, or the
Study Matrix Services.
1.4.
Interpretation.
For the purposes of this Agreement: (a) the words “include,”
“includes” and “including” will be deemed to be followed by the words “without limitation”;
(b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,”
“hereto” and “hereunder” refer to this Agreement as a whole; (d) Sectionheadings do not affect the interpretation of
this Agreement; (e) words in the singular include the plural and those in the
plural include the singular; and (f) a reference to writing or written includes
email.
1.5.
Website Terms of Use.
Our Website’s Terms of Use forms part of this Agreement and is
incorporated by reference.
2.
SERVICES
2.1.
Access Grant.
Subject toandconditionedon
your and
your
Authorized Users' compliance
withthetermsand
conditions
of
thisAgreement,you and your Authorized Users may access
and use the Study Matrix Services purchased by you pursuant to your
Subscription for the duration agreed upon when you made that purchase. Upon
termination of a Subscription, you and your Authorized Users’ access to the
corresponding Study Matrix Services will be automatically revoked. You and your
Authorized Users’ access to certain features of the Study Matrix Services may
be restricted by Content Connections.
2.2.
Modifications
to the Study Matrix Services.
The Study Matrix Services, including its
functionalities, features, pricing, information, and materials, may be changed,
withdrawn or terminated by Content Connections at any
time in Content Connections’ sole discretion without notice. We will not be
liable if for any reason all or any part of the Study Matrix Services is
restricted to users or unavailable at any time or for any period.
2.3.
Geographic
Limitations.
The Study Matrix Services have been designed for
persons resident in British Columbia, Canada. Content Connections does not
represent, warrant, covenant, or guarantee that the Study Matrix Services will
be available or suitable in any particular jurisdiction.
3.
ELIGIBILITY
AND AUTHORIZED USERS.
3.1.
Eligibility.
You may
purchase a Subscription only if you are an Educational Institution. Only your staff
(such as teachers, LST teachers, educational assistants, counsellors, clerical
staff, and administrative staff) and students are eligible to access and use
the Study Matrix Services (“Eligible Persons”) through your Subscription.
Before any Eligible Person may access or use the Study Matrix Services, you
must identify Eligible Persons to Content Connections for the purposes of
Content Connections assigning them Access
Credentials.
3.2.
Access Credentials.
Each Access Credential may be used only by the Authorized User to
whom the Access Credential was assigned. You shall not share Access Credentials
with any person other than the Authorized Person to whom the Access Credential relates.
You shall not permit any unauthorized use of the Study Matrix Services. You
shall promptly notify Content Connections if you suspect that unauthorized
disclosure or use of Access Credentials has occurred. Content Connections may
revoke an Authorized User’s Access Credentials at any time and for any reason.
3.3.
Roster & Cancellation
Requests.
You are responsible for managing your
roster of Authorized Users. You shall promptly notify Content Connections if
any Authorized User ceases to be an Eligible Person or if you would like to cancel
any Authorized User’s access to the Study Matrix Services. Cancellation
requests respecting Student Accounts become effective at the beginning of the
next billing cycle following the request. If a cancellation request has been
approved by Content Connections, the applicable Authorized Users’ Access
Credentials will be revoked, following which they will cease to be an
Authorized User.
3.4.
Responsibility for
Authorized Users.
You have sole responsibility for all use of the Study Matrix
Services by your Authorized Users, including responsibility for all content
uploaded to the Study Matrix Services and responsibility for all charges
incurred by Authorized Users’ use of the Study Matrix Services.
4.
RESTRICTIONS ON USE
4.1.
Use
Restrictions.
As a condition
of your use of the Study Matrix Services, you agree:
(a)
not
to use the Study Matrix Services for any purpose that is unlawful under
applicable law, or prohibited by this Agreement;
(b)
not
to use the Study Matrix Services to distribute false, inaccurate, or misleading
information;
(c)
not
to impersonate or attempt to impersonate any person;
(d)
not
to engage in any conduct that inhibits any person’s ability to use the Study
Matrix Services;
(e)
not
to defame or disparage anybody or make comments of an obscene, derogatory or
offensive manner or otherwise use the Study Matrix Services or its content in a
way that brings us or any third party into disrepute or causes us to be liable
to any third party;
(f)
not
to
reverse engineer, decompile, copy,
modify, distribute, transmit, license, sublicense, display, revise, perform,
transfer, sell or otherwise
make available to any third party or
otherwise publish, deep-link, create derivative works from or exploit in any
way the Study Matrix Services or its Content except as permitted by us under this
Agreement or as expressly provided under applicable law;
(g)
not to copy, modify, redistribute, “rip”,
record, transfer, rent out, stream, lease, transmit, resell, perform, publicly
display, broadcast, make available to the public, or create derivative works or
improvements of, or otherwise exploit or commercialize the Study Matrix
Services or its Content except as expressly permitted by Content Connections;
(h)
not to make available the Study Matrix
Services or its Content to any person, freely or for a fee, except as expressly
permitted by Content Connections;
(i)
not
to
bypass or breach any security device or protection used by the Study
Matrix Services;
(j)
not to use the Study Matrix Services for
the purposes of competitive analysis or to develop a competing product or service;
(k)
not
use any scrappers, indexing tools, bots, spiders, or other automated tools or
means to access, copy, scrape, index, survey, or data mine any portion of the
Study Matrix Services or its Content;
(l)
not
to use the Study Matrix Services to distribute viruses or malware or other
similar harmful software code;
(m)
not to mirror, frame, or link to any part
of the Study Matrix Services;
(n)
not to harvest or otherwise collect, use
or disclose personal information about users of the Study Matrix Services,
except as authorized by law or Content Connections;
(o)
not
to represent or suggest that we endorse any other business, institution,
product, or service unless we have separately agreed to do so in writing; and
(p)
that
you are solely responsible for all costs and expenses you may incur in relation
to your use of the Study Matrix Services and shall be solely responsible for
keeping your password and other account details confidential.
4.2.
Suspended Access.
We
reserve the right to prevent or suspend your access to the Study Matrix Services
if you do not comply with any part of this Agreement or any applicable law.
5.
PRICE AND PAYMENT
5.1.
Prices.
All prices, discounts, and promotions posted on our Website or in
any promotional materials are subject to change without notice. The price
charged for a product or service will be clearly stated on the order form and
in any order confirmation email sent to you. Posted prices do not include taxes
or charges for shipping and handling. All such taxes and charges will be added
to your total price. We strive to display accurate price information, however,
we may, on occasion, make inadvertent typographical errors, inaccuracies or
omissions related to pricing and availability. We reserve the right to correct
any errors, inaccuracies, or omissions at any time and to cancel any orders
arising from such occurrences.
5.2.
Fees.
You shall promptly pay all fees, plus applicable taxes and charges, for all products and services you order
from us, including all Subscriptions. Fees may be one-time, usage based, or
recurring depending on what you have purchased.
5.3.
Fee Increases.
Content Connections may increase fees no more than once annually
for any calendar year, by providing written notice to you at least 60 days
prior to the implementation of the new fees.
5.4.
Subscription &
Auto-Renewal.
Access to certain Study
Matrix Services may require purchasing a Subscription. If you purchase a
Subscription, you will be billed on a recurring, periodic basis at the end of
each billing period for the fees applicable to your Subscription, which may
include accrued fees calculated based on your usage of the Study Matrix
Services and your number of Authorized Users. The length of your billing period
depends on the subscription plan you select when registering for a
Subscription. At the end of each billing period, your Subscription will
automatically renew unless you have cancelled your Subscription through the Website
or unless Content Connections has terminated this Agreement or deleted your account.
5.5.
Payment Method
.
We accept the payment methods
indicated on our Website for your purchases of Subscriptions and for any other
products or services we may make available for sale through our Website. When
making a payment on the Website, you must comply with the applicable terms and
services of the payment processor used to process your payment. You represent
and warrant that any payment information you provide us is true and accurate
and that you are authorized to use such payment method. You authorize us or our
payment processor to charge your payment method for all products or services
you purchase from us plus any other charges that may accrue in connection with
you account with us.
5.6.
Purchases
Final.
Except as
expressly provided in this Agreement, all purchases and payments are final and
no returns, replacements, or refunds are permitted.
5.7.
Promotional Offers.
At our discretion, we may make available certain
products or services at a discount or for free for a trial period (“Promotions”). We reserve the right to
modify or cancel these Promotions at any time. If we reasonably determine you
have violated the terms applicable to the Promotion, we may charge you the full
price for the product or service that was otherwise subject to the Promotion.
At the end of any free trials, if you have not cancelled your Subscription or
terminated this Agreement in accordance with its terms, we may begin charging
you for your Subscription without additional notice to you.
6.1.
Permission from You
. You grant Content Connections
permission to access, process and otherwise use Your Content (as defined below)
in order to provide Content Connections’ products and/or services to you, to
track and analyze your use of Study Matrix Services, and make Your Content
available to other users of Study Matrix Services and other third parties. To
the extent that you have intellectual property rights in Your Content, you
grant Content Connections a world-wide, perpetual, non-exclusive, royalty-free,
sublicensable, transferable license to use and prepare derivative works from
Your Content for the purposes outlined in this Agreement. You agree that Your
Content is not any person’s or entity’s confidential information, including
yours.
6.2.
Rights in Your Content
. You represent and warrant that you
own Your Content or have received a valid license to Your Content and that
submitting or transmitting Your Content to or through the Study Matrix Services
will not violate the rights of any third party, including intellectual
property, privacy, or publicity rights. Content Connections is under no
obligation to review or screen Your Content or other System users’ Content. If
You believe that another user has violated Your intellectual property rights,
please contact us at
info@contentconnections.ca
.
6.3.
Privacy Policy
.
Content
Connections may manage any of Your Content containing personally identifiable
information as set forth in Content Connections’
privacy policy,currently posted at https://studymatrix.net/PrivacyPolicy (the “Privacy Policy”)
.
The Privacy Policyapplies only toStudy Matrix Services and does not apply to any third party website or service linked to Study Matrix
Services or recommended or referred to through Study Matrix Services by Content
Connections or other System users.
6.4.
Risk of Exposure
.
YOU UNDERSTAND AND AGREE THAT
SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE
AND THAT, IN SUBMITTING YOUR CONTENT TO CONTENT CONNECTIONS OR TRANSMITTING IT
THROUGH THE WEBSITE, YOU ASSUME THESE RISKS.
Content Connections offers no
representation, warranty, or guarantee that Your Content will not be exposed or
disclosed through Study Matrix Services or through errors or the actions of
third parties.
6.5.
Accuracy
. Content Connections has no responsibility or liability for the accuracy
of any Content submitted to or transmitted through Study Matrix Services by you
or another user, including Your Content
.
6.6.
Right to Retain, Delete or Suspend Access
. You agree that you shall not rely on Study Matrix Services for backup
or storage of Your Content. Content Connections may retain Your Content even if
you are no longer using Study Matrix Services but is not required to provide
copies of Your Content to you. Content Connections may permanently delete or
erase Your Content or suspend your access to Your Content through Study Matrix
Services at any time and for any reason.
6.7.
Aggregate & Anonymized Data
. Content Connections may use, reproduce, sell, publicize, or otherwise
exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data”
refers to Your Content with personally identifiable information removed.)
7.
OWNERSHIP, USE
AND INTELLECTUAL PROPERTY RIGHTS
7.1.
Reservation
of Rights.
The Study Matrix Services and its Content
and all intellectual property rights in the Study Matrix Services and Content
are owned by us or our licensors. We and our licensors reserve all our
intellectual property rights (which include without limitation all copyright,
trade marks, domain names, design rights, database rights, patents and all
other intellectual property rights of any kind) whether registered or
unregistered anywhere in the world.
7.2.
No
Circumvention.
You agree not to try to circumvent or
delete any intellectual property notices contained on the Study Matrix Services
and in particular in any digital rights or other
security technology embedded or contained within any Services content or
materials.
7.3.
Trademarks.
Study
Matrix, Contentconnections Online, and Content
Connections are our trademarks. Other trademarks and trade names may also be
used on the Study Matrix Services. The use or misuse of any trademarksor any other content on the Study
Matrix Services except as provided in these terms and conditions is strictly
prohibited. Nothing contained on the Study Matrix Services shall be construed
as granting, by implication, estoppel or otherwise, any licence or right to use
any trademark without our prior written permission.
7.4.
Materials
.
Subject to and conditional upon your compliance with this Agreement, Content
Connections authorizes you and your Authorized Users to view, download and
print a single copy of materials and content provided on the Study Matrix Services
for your and their personal use only and only in connection with use of the
Study Matrix Services and products and services ordered from us. You may not
remove any trademark, copyright or other proprietary notices from such copy nor
modify the material or content in any way. Except as otherwise set out in this
Agreement, any copying or reproduction of the Study Matrix Services’ materials
or content, in whole or in part, for commercial purposes or distribution,
re-transmission, republication, modification, reverse engineering, sale or
other exploitation of the Study Matrix Services or the Study Matrix Services’
materials or content without the prior written permission of Content
Connections is strictly prohibited. We reserve the right to take such steps as
we deem necessary, including legal action, to restrain such unauthorized and
prohibited activity and we reserve the right to suspend or terminate your
access to any part of the Study Matrix Services immediately, without prior
notice, at its sole discretion. You are solely and fully responsible for all
consequences, however remote, resulting from your use of the Study Matrix
Services or its materials and content.
8.
ACCURACY OF INFORMATION AND
AVAILABILITY OF THE STUDY MATRIX SERVICES
8.1.
Reliance
on Content.
While we strive to include accurate and up-to-date Content on the Study Matrix
Services, we and our licensors do not represent, warrant or promise (whether
expressly or by implication) that any content or materials are or remain
available, accurate, complete and up to date, free from bugs, errors or
omissions or fit or suitable for any purpose. Curriculums are constantly
changing and evolving; consequently, information made available through the
Study Matrix Services might not be up to date. We urge you to check the
correctness of Content available on the Study Matrix Services against primary
materials or a second source. Any reliance you may place on the content or
materials made available on the Study Matrix Services is at your own risk and
we may suspend or terminate operation of the Study Matrix Services at any time
at our sole discretion. Content and materials on the Study Matrix Services are
provided for your general informational purposes only. Information made
available on our Services does not constitute technical, engineering, safety,
scientific, financial, medical, health, legal advice or any other type of
professional advice and should not be relied on for any purposes.
You must obtain more specific or
professional advice before taking, or refraining from, any action or inaction on the basis of the content or materials on our Services.
Using the Study Matrix Services is not a substitute for a qualified teacher or
instructor.
8.2.
Availability of Services.
While we make commercially reasonable efforts to ensure that the Study Matrix
Services are available, we do not represent, warrant or guarantee in any way
the Study Matrix Services’ continued availability at all times or uninterrupted
use by you of the Study Matrix Services.
9.1.
Indemnification.
You will defend, indemnify and hold harmless Content Connections
from and against any and all losses, damages, costs, expenses (including legal
fees), claims, complaints, demands, actions, suits, proceedings, obligations
and liabilities (including settlement payments) arising from any third-party
claim or action, resulting from, connected with, or relating to:
(a)
your or your Authorized
Users’ use of the Study Matrix Services;
(b)
allegation offacts that, iftrue,
would constitute
yourbreachofthis Agreement; or
(c)
negligence or moreculpableactor
omission(including
recklessness
or
willful misconduct)by
you, any Authorized
User,oranythird party onbehalfofyouoranyAuthorizedUser,inconnectionwiththis Agreement.
10.1.
Warranty Disclaimers
. YOU AGREE THAT YOU ACCEPT THE STUDY MATRIX SERVICES AND ITS CONTENT
“AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED CONDITIONS OR
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED CONDITION OR
WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR
USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) CONTENT
CONNECTIONS HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED
TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) CONTENT CONNECTIONS DOES NOT
REPRESENT OR WARRANT THAT THE STUDY MATRIX SERVICES WILL PERFORM WITHOUT
INTERRUPTION OR ERROR; (c) CONTENT CONNECTIONS DOES NOT REPRESENT OR WARRANT
THAT THE STUDY MATRIX SERVICES ARE SECURE FROM
HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT YOUR CONTENT WILL REMAIN
PRIVATE OR SECURE; (d)
CONTENT CONNECTIONS DOES NOT REPRESENT OR WARRANT
THAT THE CONTENT MADE AVAILABLE THROUGH THE STUDY
MATRIX SERVICES WILL MEET YOUR OR ANY OTHER PERSONS NEEDS; AND (e) CONTENT CONNECTIONS DISCLAIMS ANY
REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER
USERS OF THE STUDY MATRIX SERVICES OR OTHER THIRD PARTIES.
You must
exercise your professional judgment when using the Study Matrix Services. Use
of the Study Matrix Services is not meant to replace in-classroom learning with
qualified teachers.
10.2.
Interactions with Other Users
. You agree that you are solely responsible for
your transactions or other interactions, either through the Study Matrix
Services or through other means of communication, with other users of the Study
Matrix Services. You acknowledge that that Content Connections has no liability
for any such interactions. Content Connections may monitor or become involved
in disputes between you and other users of the Study Matrix Services but has no
obligation to do so.
10.3.
Third Party Sites and Content
. You understand that the Study Matrix Services may
contain or send you links to third party websites, applications or features not
owned or controlled by Content Connections (“Third Party Sites”), and
that links to Third Party Sites may also appear in Content available to you
through the Study Matrix Services. The Website may also enable interactions
between the Study Matrix Services and a Third Party
Site through applications that connect the Study Matrix Services, or your
profile on the Study Matrix Services, with a Third Party Site. Through Third
Party Sites you may be able to access Content from third parties that Content
Connections does not control and/or share Your Content with others. YOU ACCESS
THIRD PARTY SITES ENTIRELY AT YOUR OWN RISK, AND CONTENT CONNECTIONS WILL HAVE
NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT.
11.1.
Covered Parties.
“
Covered Parties
” means Content
Connections and its directors, officers, employees. contractors, agents,
successors, assigns, third-party licensors, and third-party suppliers.
11.2.
Dollar Cap.
WITHOUT LIMITING SECTION
11.3
,
THE COVERED PARTIES CUMULATIVE AGGREGATE
LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE STUDY
MATRIX SERVICES, OR ITS CONTENTS WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE
THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF YOU USED
THE STUDY MATRIX SERVICES ON A FREE
BASIS, THEN OUR LIABILITY WILL NOT EXCEED $10.00 CAD).
11.3.
Limitation of Liability.
IN
NO EVENT WILL THE COVERED PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY
DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE
OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL,
PERSONAL INJURY, LOSS OF LIFE, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS,
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH
OF PRIVACY, OR ANY OTHER THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COVERED PARTIES
WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.1.
Term
. The term of this Agreement (the “Term”)
will commence upon the date you accept this
Agreement continues
until terminated by either you or Content Connections.
12.2.
Termination
.
Either party may terminate
this Agreement for any reason at any time. You may terminate this Agreement by
closing your account. Content Connections may terminate by notifying you in
writing (email acceptable) and closing your account.
12.3.
Effects of Termination
.
Upon termination of this
Agreement:
(a)
you shall cease all use of the
Study Matrix Services;
(b)
all Authorized Users’ Access
Credentials will be automatically revoked; and
(c)
you
will remain responsible for paying any accrued but unpaid fees or other amounts
owed under this Agreement.
12.4.
Surviving
Terms.
The
provisions set forth in the following sections, and any other right or
obligation of the parties in this Agreement that, by its nature, should survive
termination of this Agreement, will survive any termination of this Agreement:
Sections
3.4
,
6.4
,
6.5
,
6.7
,
7.1
,
7.2
,
7.3
,
8.1
,
9
,
10
,
11
,
12.3
, and
13
.
13.1.
Modifications to the Agreement
.
We may modify this Agreement from
time to time by posting the modified version on our Website or by providing you
with written notice. Such modifications are effective immediately upon posting
and apply to all continued use of the Study Matrix Services by you and your Authorized
Users. You agree to periodically review this Agreement
in
order to
be aware of any such modifications and your continued use of
the Study Matrix Services constitutes your acceptance of such modifications. If
you do not wish to continue using the Study Matrix Services under the modified
terms, you may terminate this Agreement in the manner described in Section
12.2
.
13.2.
Further Assurances.You shall, upon the reasonable request of the
Content Connections, promptly execute such documents and perform such acts as
may be necessary to give full effect to the terms of this Agreement
.
13.3.
Governing
Law.
This Agreement is governed by the laws of the
Province of British Columbia and the federal laws of Canada applicable therein,
without giving effect to any choice or conflict of law provision, principle or
rule and notwithstanding your domicile, residence or physical location.
13.4.
Forum.
Any action,
claim, or proceeding arising out of or relating to this Agreement, the Study
Matrix Services, or its Content, will be instituted in the courts of the
province of British Columbia, and each party irrevocably submits to the
exclusive jurisdiction of such courts in any such action or proceeding. You
waive any and all objections to the exercise of
jurisdiction over you by such courts and to the venue of such courts.
13.5.
Force Majeure.
No delay, failure, or default on the
part of Content Connections will constitute a breach of this Agreement to the
extent caused by: (a) acts of war, terrorism, invasion, riots or other acts of
civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic, flood, fire,
tsunami, solar flare, electro-magnetic pulse,
explosion, other acts of God or of nature; (c) strikes or other labor disputes;
(d) national or regional emergency; (e) passage of law or any action taken by a
governmental or public authority, including imposing an embargo, workplace
shutdown or staffing restrictions, health order, export or import restriction,
quota or other restriction or prohibition, or any complete or partial
government shutdown; (f) national or regional shortage of adequate power or
telecommunications or transportation facilities; or (g) other causes beyond the
Content Connections’ reasonable control.
13.6.
No Third-Party
Beneficiaries
.
(a)
Except as set forth in Section
13.6(b)
,
the parties
do not confer any legal, equitable or other rights or remedies of any nature
whatsoever under or by reason of this Agreement upon any person other than the
parties to this Agreement and their respective successors and permitted
assigns.
(b)
The parties hereby designate each of the Covered
Parties as third-party beneficiaries of Sections
11
having the right to enforce that Section.
13.7.
Relationship.
The relationship between
the
p
arties
is that of independent contractors. Nothing contained in this Agreement will be
construed as creating any agency, partnership, joint venture, franchise, or
other form of joint enterprise, employment or fiduciary relationship between
the
p
arties,
and neither
party will have authority to contract for or bind the otherp
arty in any manner
whatsoever
.
13.8.
No Waiver.
The failure of Content Connections to
assert a right hereunder or to insist upon compliance with any term or
condition will not constitute a waiver of that right or excuse any subsequent
non-performance of any such term or condition by you.
13.9.
Severability.
If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other
jurisdiction.
13.10.
Assignment.
We may assign this Agreement in part or in their
entirety, including our rights, interests, and obligations hereunder, without
notice to you or your consent. This Agreement is personal to you and you may
not assign this Agreement nor your rights, interests, or obligations under this
Agreement to any person without our express written consent.
13.11.
Entire Agreement.
This
Agreement, together with our Privacy Policy and the Terms of Use,
constitutes the sole and entire
agreement between you and Content Connections regarding the subject matter
herein and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, regarding such subject
matter. If there is any inconsistency between this Agreement and the Terms of
Use, this Agreement will govern to the extent of the inconsistency.
13.12.
Language.
The parties acknowledge that they
have required that this Agreement and all related documents be prepared in
English.
Les parties
reconnaissent avoir exigé que les présentes modalités de vente et tous les
documents connexes soient rédigés en anglais.
13.13.
Enurement.
This Agreement will enure to the benefit of and be binding upon the
parties to this Agreement and their respective successors, heirs, and permitted
assigns.
13.14.
Equitable Relief.
You hereby acknowledge and agree that
any breach by you of this Agreement would result in harm to Content
Connections, and that Content Connections could not be adequately compensated
for such harm by monetary award. Accordingly, you hereby agree that in the
event of any such breach, in addition to all other remedies available to
Content Connections at law or equity, Content Connections will be entitled as a
matter of right, and without posting bond or proving damages, to,
notwithstanding Section
13.4
, apply to any court of competent
jurisdiction for such equitable relief by way of restraining order, injunction,
decree or otherwise as may be appropriate to ensure compliance by you with this
Agreement.
13.15.
Notice.
We may give you notice at the email
address or mailing address linked to your account. Except as otherwise stated
herein, you may only give us notice by letter at:
Contentconnections
Online
Inc.
2261 Heron Crescent,
Comox, British Columbia V9M 3Y2