Last Updated: August 2, 2020
1.
INTRODUCTION
1.1.
Welcome!
Welcome to Study Matrix! Contentconnections
Online Inc. (“Content Connections”,
“us” “we” “our”) provides the Study Matrix online learning
platform (the “Platform”) to you through this website (“Website” and together with the
Platform, the “Services”) and access to and use of the Services are
provided to you subject to and conditional upon your acceptance of and
compliance with this Terms of Use (“Terms”).
Please read these Terms carefully as they form a binding agreement between
Content Connections and you
.
1.2.
Acceptances of Terms.
By accessing or using the
Services, or by otherwise confirming your consent by clicking a button, you
agree to be bound by these Terms and the documents referred to in them. If you
do not agree with these Terms, you must stop using the Services immediately.
1.3.
Entities.
If you are using or accessing the
Services on behalf of a legal entity, then you affirm: (i)
that you are an authorized representative or agent of that legal entity with
the authority to bind such entity to these Terms; and (ii) that
such entity accepts and is bound
by these Terms
. In such a circumstance, the words “you” and “your” as used in these
Terms will refer to and apply to both that entity and you
personally.
1.4.
Additional Terms.
We
may supplement these Terms with additional terms (“Additional Terms”)
relating to specific content, goods or services made available or supplied by
us.
You will have the opportunity to review these
Additional Terms before accepting them. If you reject Additional Terms, certain
content, goods, or service may not be available to you
.
1.5.
Guidelines.
In addition, when using the Services, you will be subject to any posted
guidelines or rules applicable to such Services which may be posted from time
to time. All such guidelines or rules are hereby incorporated by reference into
these Terms.
1.6.
Accessibility.
We seek to
make the Services as accessible as possible. If you have any problems accessing
the Services or the content contained on it, please contact us at
info@contentconnections.ca
.
1.7.
Modifications to Terms
.
We reserve the right in our
in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately
upon posting and apply to all access to and continued use of the Services. You
agree to periodically review these Terms in order to
be aware of any such modifications and your continued use of the Services constitutes
your acceptance of such modifications.
1.8.
Changes to Services.
We may discontinue or change
the Services, including, without limitation, its content, materials, functions,
and features, at any time with or without notice.
2.
AGE OF USERS
2.1.
Adult
Supervision.
If you are under the age of 18, you may use the
Services only under the supervision, and with the authorization of, a parent or
legal guardian who agrees to be bound by these Terms. If you are a parent or
legal guardian agreeing to be bound by these Terms for the benefit of a child
younger than age 18, be advised that you are fully responsible for his or her
use of the Services, including all financial charges and legal liability that
he or she may incur and you agree to indemnify Content Connections from and
against any and all third-party claims against Content Connections resulting
from his or her use of the Services as set out in Section
13.1
.
2.2.
Personal
Information.
Additionally, if you are under the
age of 13, you must not use the Service unless your parent or guardian has read
and consented to our Privacy Policy on your behalf.
3.
REGISTRATION OBLIGATIONS
3.1.
Account Registration.
To use certain areas of the Services, you must
first register an account (“Account”)
and have it approved by us. During registration, you will need to submit
contact information, such as your name and email address, and select a username
and password (collectively, “Credentials”).
Depending on your user type, you may be required to submit additional
information, such as an access code. Your Account and Credentials are specific
to you and may not be shared with or transferred to any other person. You are
solely responsible for maintaining the confidentiality of your Credentials and
you will be held responsible for any harm caused by disclosing or resulting
from any unauthorized use of your Credentials. You will not permit any other
person to use your Account or Credentials, and you will immediately notify
Content Connections if you know or suspect that your Account or Credentials
have been used by any other person
.
3.2.
Registration Data.
During
the registration process, you will provide true, accurate, current
and complete information about yourself as prompted by the Service’s
registration form (such information being the “Registration Data”). You will also maintain and promptly update the
Registration Data to keep it true, accurate, current
and complete. If you provide any information that is untrue, inaccurate, not
current or complete, or Content Connections has reasonable grounds to suspect
that such information is untrue, inaccurate, not current or complete, Content
Connections has the right to suspend or terminate your account and refuse any
and all current or future use of the Services (or any portion thereof) by you.
3.3.
Responsibility for Account
.
Content
Connections may act upon any communication that is given through your Account
or by using your Credentials. Content Connections is not required to verify the
actual identity or authority of a person using your Account or Credentials, but
Content Connections may in its discretion at any time require verification of
the identity of a person seeking to access your Account and may deny
access to and use of your Account if Content Connections is not satisfied with
the verification. If Content Connections, in its discretion, considers your
Account or Credentials to be unsecure or to have been used inappropriately,
then Content Connections may immediately cancel the Account or Credentials
without any notice to you. You may be required to change your Credentials from
time to time.
4.
ACCESS TO SERVICES
4.1.
Subscription
.
To access and use certain
Services, your Account must be linked to an educational institution with an
active paid-subscription on the Services. Services
available to you depend on the subscription choices made by your educational
institution and your user type. When your educational institution’s
subscription expires or if your access credentials are revoked by Content
Connections, you may lose access to certain Services and content that you
uploaded to the Services.
5.
PRIVACY POLICY
5.1.
Privacy
Policy.
Your Credentials, Registration Data and any other information we collect about you, as well
as certain other information about you, is subject to Content Connections’
Privacy Policy
. Your
privacy is important to us. For more information, please see our
Privacy Policy
for details.
6.
RESTRICTIONS
ON USE
6.1.
As a condition of your use of the Services, you agree:
(a)
not to use the Services for any purpose that is unlawful under
applicable law, or prohibited by these Terms;
(b)
not to use the 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 Services;
(e)
not to defame or disparage anybody or make comments of an obscene,
derogatory or offensive manner or otherwise use the 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 Services or its content or materials except as permitted by us
under these Terms or as expressly provided under applicable law and/or under
any Additional Terms;
(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 Services or its content or materials except as expressly
permitted by Content Connections;
(h)
not to
make available the Services or its content or materials 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 Services;
(j)
not to use
the 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 Services or its content or materials;
(l)
not to use the Services to distribute viruses or malware or other
similar harmful software code;
(m)
not to
mirror, frame, or link to any part of the Services;
(n)
not to
harvest or otherwise collect, use or disclose personal information about users
of the Services;
(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 Services and shall be solely responsible
for keeping your password and other account details confidential.
6.2.
We reserve the right to prevent or suspend your access to the
Services if you do not comply with any part of these terms and conditions or
any applicable law.
7.
OWNERSHIP,
USE, AND INTELLECTUAL PROPERTY RIGHTS
7.1.
Reservation of Rights.
The Services and all intellectual
property rights in the Services (including without limitation any content and
materials) are owned by us and/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.
Nothing in these Terms grants you
any rights in the Services other than as necessary to enable you to access the
Services. You agree not to try to circumvent or delete any intellectual
property notices contained on the Services and
in particular
in
any digital rights or other security technology embedded or contained
within any Services content.
7.3.
Trademarks.
Study Matrix, Contentconnections
Online, and Content Connections are our trademarks. Other trademarks and trade
names may also be used on the Services. The use or misuse of any trademarksor any other content on the Services
except as provided in these terms and conditions is strictly prohibited.
Nothing contained on the 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
.
Content Connections authorizes you to view, download and print a single copy of
materials and content provided on the Services for your personal use only and
only in connection with your use of the 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 these Terms, any copying or reproduction of the 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 Services or the 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 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 Services or its materials and
content.
8.1.
Software.
Where
any software is made available for downloading from the Services, this is our
copyrighted work and/or that of our licensors. You may only use such software
in accordance with the terms of the end user licence agreement, if any, which
accompanies the software and, subject thereto, in accordance with these Terms.
All such software is made available for downloading
solely for your internal use in a non-commercial manner (except as
otherwise agreed in writing by Content Connections). Any
reproduction or
redistribution of software not in accordance with the end user licence
agreement and/or these Terms is expressly prohibited, and
may result in severe civil and criminal penalties.
8.2.
Disclaimer of Warranties.
Our
software is warranted only to the extent expressly provided in the terms of its
applicable end user licence agreement. We hereby disclaim all other warranties,
conditions and other terms (whether express or implied) with regard to the
software, including all implied warranties and conditions of satisfactory
quality, freedom from defects, merchantability, non-infringement, and fitness
for a particular purpose. In no event shall our aggregate liability in respect
of any such software exceed the limitations of liability in the applicable end
user licence agreement, or in all other cases the amount you paid us for the
relevant software.
9.
SUBMITTING
INFORMATION AND CONTENT TO
THE
SERVICES
(a)
Licence.
Portions of the Services may
allow users to post and exchange information and content (such information and
content, "User Content"), such as images, text, audio, and
video, but Content Connections does not screen, edit or review any User Content
before it is posted or transmitted. You retain the copyright and any other
rights you already hold in your User Content. By submitting or otherwise
posting User Content on our website, you grant Content Connections a worldwide,
non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable,
transferable, and sub-licensable (through multiple tiers) licence
to exploit, use, access, store, reproduce, adapt, translate, publish, publicly
perform, publicly display, modify, repost, sublicense, create derivative works
from, and distribute your User Content, subject to these Terms, without any
notice or compensation to you or any other person (the “User Content Licence”).
Each time you submit or post User Content on the Services, you confirm,
represent, and warrant to Content Connections that you have all the rights,
power, and authority necessary to grant the User Content Licence. Please note
that User Content on our Services does not necessarily reflect the views of Content
Connections, and Content Connections disclaims all responsibility for any such
User Content and for any losses or expenses resulting from their use or
appearance on our Services.
(b)
Responsibility.
You understand that all
User Content, whether publicly posted or privately transmitted when posting,
sharing, displaying, sending or submitting material
using our Services, is the sole responsibility of the person from whom it
originated. This means that you, and not Content Connections, are entirely
responsible: (i) for all User Content that you
upload, post, email, transmit, or otherwise make available via our Services;
and (ii) for ensuring that all User Content is accurate, lawful, and does not
include misleading information or infringe or violate anyone’s rights. Content
Connections does not control the User Content posted via our Services and,
therefore, does not guarantee the accuracy, integrity, or quality of any User
Content. You therefore agree that you will not hold Content Connections
responsible or liable for any inaccuracies or for any errors or omissions in
any User Content, or for any loss, injury or damages of any kind incurred as a
result of the use of or reliance upon any User Content posted, emailed,
transmitted, or otherwise made available via our Services.
(c)
Removal of Your Content.
You acknowledge that Content
Connections does not pre-screen, monitor, or modify User Content, but that Content
Connections has the right (but not the obligation) to refuse, remove, modify,
or delete any User Content that is available via our Services that violates
these Terms, or is otherwise objectionable, in our sole and arbitrary
discretion. You acknowledge and expressly consent to Content Connections, accessing,
preserving, and disclosing your Account information and User Content if
required to do so by law or if in good faith Content Connections believes that
such access, preservation or disclosure is reasonably necessary to: (a) comply
with legal process; (b) enforce these Terms; (c) respond to claims that
any User Content violates the rights of third-parties; (d) respond to your
requests for customer service; or (e) protect the rights, property, or personal
safety or security of Content Connections, or our affiliates, staff, users, or
the public.
(d)
Derivative Content.
Content Connections owns all intellectual property rights in the content
we derive or create from User Content (“Derivative Content”).
9.2.
Feedback and Unwanted Submissions.
We welcome
any questions, comments or feedback you might have
about the Services or these Terms ("Feedback"). Please refer
to the Contact section of the Services for our contact information. That said,
our Services are not a secure means of communication and any information or
content you supply to us will not be kept confidential. For that reason, you
should not submit or send to us any patentable ideas or patent applications,
advertising or marketing suggestions, know-how, trade secrets, prototypes or any
information, written or oral, which you regard as confidential or commercially
sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not
to submit any Unwanted Submissions. We shall not be subject to any obligation
of confidentiality nor be liable for any use and/or disclosure of such Unwanted
Submissions. You agree we are free to use your Unwanted Submissions as we see
fit without any liability owed to you
.
9.3.
License to Feedback and Submissions.
If you provide Feedback, or Unwanted Submissions, you grant Content
Connections a worldwide, non-exclusive, royalty-free, perpetual, irrevocable,
transferable, and fully sub-licensable right to use, reproduce, publish,
distribute, publicly display, publicly perform, translate, adapt, modify,
telecommunicate, rent out, commercialize, monetize, and create derivative works
from the Feedback or Unwanted Submissions in any way and for any purpose
without providing any compensation to you or any other person. You also grant Content
Connections the right to use the name you submit with the User Content or
Feedback, if any, in connection with Content Connections’ rights hereunder.
9.4.
Your
Representations; Waiver of Moral Rights.
Each time you submit or post Feedback, Unwanted Submissions or
User Content,
you represent and warrant that
any such Feedback, Unwanted Submissions, and User Content you supply to us is
and shall be your own original work and has been lawfully provided to us and
that you have all necessary consents to provide this to us and that we shall be
entitled to disclose your name with any such Feedback, Unwanted Submissions, or
User Content that we may choose to publish. Where you are the author of such
content, you agree that you waive all moral rights you may have in any such Feedback,
Unwanted Submissions, or User Content. You agree that any personal information
you supply with such Feedback, Unwanted Submissions, or User Content may, if we
choose to do so, be used by us as described in our
Privacy Policy.
9.5.
Infringing Content.
As copyright holders ourselves, we respect
copyright holders’ rights and will quickly respond to any claims of copyright
infringement reported on the Services. If you find anything on the Services
that you believe infringes your copyright or the copyrights of a person you are
authorized to represent, please report the alleged infringement to us at info@contentconnections.ca.
10.
COMMUNICATIONS WITH OTHER USERS
10.1.
Communications.
Portions of the Services may allow you to communicate with other users. By
using our Services, you consent to receiving communications from other users of
the Services. Content Connections is not obligated to screen or monitor these
communications but reserves the right to do so and may disclose such
conversations to law enforcement if, in the sole discretion of Content
Connections, Content Connections suspects that illegal activity is occurring or
may soon occur.
11.
ACCURACY
OF INFORMATION AND AVAILABILITY OF THE SERVICES
11.1.
Reliance on
Content.
While we use
reasonable efforts to include accurate and up-to-date content and materials on the
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 Services might not be up to date.
We urge you to check the correctness of content and
materials available on the Services against primary materials or a second
source. Any reliance you may place on the content or materials made available
on the Services is at your own risk and we may suspend or terminate operation
of the Services at any time at our sole discretion. Content and materials on the
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 Services is not a substitute for a qualified
teacher or instructor.
11.2.
Availability of Services.
While
we make commercially reasonable efforts to ensure that the Services are
available, we do not represent, warrant or guarantee
in any way the Services’ continued availability at all times or uninterrupted
use by you of the Services.
12.
HYPERLINKS
AND
THIRD PARTY
SITES
12.1.
Third Party Websites.
The
Services may contain hyperlinks or references to third party websites other
than the Services. Any such hyperlinks or references are provided for your
convenience only. We have no control over third party websites and accept no
responsibility for any content, material or information contained in them. The
display of any hyperlink and reference to any third party
website does not constitute an endorsement of such third party’s website,
products or services. Your use of a third party site
may be governed by the terms and conditions and privacy policy of that third
party site.
12.2.
Third Party Content.
The Services may include content and materials
provided by third parties, including from other users and third-party
licensors. All statements and/or opinions expressed in any such third-party
content and materials are solely the opinions and the responsibility of the
person providing such content and materials. Such content and materials does not necessarily reflect the opinion of Content
Connections. Mindleap is not responsible or liable to you or any third party
for the content, information, opinions, or accuracy of any
third
party
materials.
(a)
your or (as applicable) your
child’s use of the Services, its content or materials, User Content, or the
products or services we sell (including those sold through the Services);
(b)
your or (as applicable) your child’s
negligence, misconduct, or breach of these Terms.
Notwithstanding the foregoing, Content Connections retains the
right to participate in the defense of and settlement negotiations relating to
any third party claim, complaint, demand, action, suit or proceeding with
counsel of its own selection at its cost and expense.
14.1.
You understand and agree that:
(a)
USE OF THE SERVICES AND ITS CONTENTS AND MATERIALS (INCLUDING,
WITHOUT LIMITATION, USER CONTENT) IS AT YOUR SOLE RISK. THE SERVICES AND ITS
CONTENTS AND MATERIALS (INCLUDING, WITHOUT LIMITATION, USER CONTENT) IS
PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. NEITHER CONTENT
CONNECTIONS NOR ANY OF ITS
EMPLOYEES, AGENTS, OFFICERS,
DIRECTORS, THIRD PARTY SERVICE PROVIDERS
, THIRD PARTY LICENSORS,
SUCCESSORS, OR ASSIGNS (CONTENT CONNECTIONS AND ITS EMPLOYEES, AGENTS,
OFFICERS, DIRECTORS, THIRD PARTY SERVICE PROVIDERS, THIRD PARTY LICENSORS,
SUCCESSORS, AND ASSIGNS COLLECTIVELY, THE "COMPANY PARTIES")
MAKE ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
REGARDING THE SERVICES OR ITS CONTENTS AND MATERIALS (INCLUDING, WITHOUT
LIMITATION, USER CONTENT) AND THE COMPANY PARTIES SPECIFICALLY DISCLAIM THE
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM
EXTENT PERMITTED BY LAW.
(b)
THE COMPANY PARTIES MAKE NO WARRANTIES OR CONDITIONS REGARDING THE
QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SERVICES OR THAT THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY PARTIES ASSUME NO
RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE OR ACCESS, OR
TO STORE OR ACCESS PROPERLY, EMAIL MESSAGES AND ELECTRONIC FILES. YOU ASSUME
THE ENTIRE RISK IN DOWNLOADING OR OTHERWISE ACCESSING ANY DATA, FILES, OR OTHER
MATERIALS OBTAINED FROM THIRD PARTIES AS PART OF THE SERVICES, EVEN IF YOU HAVE
PAID FOR VIRUS PROTECTION SERVICES.
(c)
THE ACCESS TO AND DOWNLOADING OF CONTENT AND MATERIAL FROM THE
SERVICES IS DONE AT YOUR OWN RISK. CONTENT CONNECTIONS MAKES REASONABLE EFFORTS
TO ENSURE THAT THE SERVICES ARE VIRUS-FREE, BUT CONTENT CONNECTIONS DOES NOT AT
ANY TIME GUARANTEE OR WARRANT THAT SUCH CONTENT OR MATERIALS ARE FREE OF
VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE
FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM AND DATA AND YOU
ARE RESPONSIBLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS
NECESSARY AS A RESULT OF THE USE OF THE SERVICES.
15.1.
Dollar
Cap.
WITHOUT LIMITING SECTION
15.2
,
THE COMPANY PARTIES CUMULATIVE AGGREGATE
LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR
ITS CONTENTS OR MATERIALS WILL NOT EXCEED THE AMOUNT YOU PAID US (OR IF YOU
USED THE SERVICES ON A FREE BASIS, THEN OUR LIABILITY WILL NOT EXCEED $10.00 CAD).
15.2.
Limitation
of Liability.
IN NO
EVENT WILL THE COMPANY 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 COMPANY PARTIES WERE
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.1.
Further
Assurances.
You
shall
, upon the reasonable
request of the Content Connections, promptly
executesuch documents
andperformsuch acts asmaybe necessary
to givefull effect to
these
Terms.
16.2.
Governing Law.
These Terms are 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.
16.3.
Forum.
Any
action, claim, or proceeding arising out of or relating to these Terms, the
Services, or its content and materials, 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.
16.4.
Force Majeure.
No
delay, failure, or default on the part of Content Connections will constitute a
breach of these Terms 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.
16.5.
Survival.
Sections
1.3
,
2.1
,
3.3
,
7.1
,
7.2
,
7.3
,
9.1(a)
,
9.1(c)
,
9.1(d)
,
9.3
,
9.4
,
10.1
,
11.1
,
12
,
13
,
14
,
15
, and
16
and all other
provisions of these Terms which must survive termination to fulfill their
purpose, will survive termination or expiration of these Terms.
16.6.
No Third-Party
Beneficiaries
.
(a)
Except as set forth in Section
16.6(b)
,
the parties do not confer any legal, equitable or other
rights or remedies of any nature whatsoever under or by reason of these Terms
upon any person other than the parties to these Terms and their respective
successors and permitted assigns.
(b)
The parties hereby designate each of the
Company Parties as third-party beneficiaries of Sections
14
and
15
having
the right to enforce those Sections.
16.7.
Relationship.
The relationship between thep
arties is that of independent contractors. Nothing contained in
these Terms will be construed as creating any agency, partnership, joint
venture, franchise, or other form of joint enterprise, employment or fiduciary
relationship between the
parties, and neitherparty will have authority to contract for or bind the otherparty in any manner whatsoever
.
16.8.
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.
16.9.
Headings.
The
headings used in these Terms are included for convenience only and will not
limit or otherwise affect these Terms.
16.10.
Severability.
If any term or provision of these
Terms is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other term or
provision of these Terms or invalidate or render unenforceable such term or provision
in any other jurisdiction.
16.11.
Assignment.
We may assign
these Terms in part or in their entirety, including our rights, interests, and
obligations hereunder, without notice to you or your consent. These Terms are
personal to you and you may not assign these Terms nor your rights, interests,
or obligations under these Terms to any person without our express written
consent.
16.12.
Entire Agreement.
These Terms, together with our Privacy Policy, Additional
Terms (if any), and any other agreement incorporated by reference,
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.
16.13.
Language.
The parties acknowledge that they have required that the Terms 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.
16.14.
Enurement.
These Terms will enure to the benefit of and be
binding upon the parties to these Terms and their respective successors, heirs,
and permitted assigns.
16.15.
Equitable Relief.
You hereby acknowledge and agree that any breach by you of these Terms 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
16.3
,
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 these Terms.
16.16.
Notice.
We may give you notice at the email address (or if no email address, other
contact information) you provide to Content Connections during the sale or
registration process or at your last known address. Except as otherwise stated
herein, you may only give us notice by letter at:
Contentconnections
Online Inc.
6th
Floor, 905 W Pender Street
Vancouver,
British Columbia
V6C 1L6