Terms and Conditions

THESE SERVICE TERMS AND CONDITIONS ( THE “AGREEMENT”) SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU “YOU” OR “CLIENT”) AND MDBRIEFCASE GROUP INC. (“COMPANY”), CONCERNING USE OF THE COMPANY [LEARNING MANAGEMENT SYSTEM] (THE “SERVICE”). BY USING THE SERVICE, CLIENT AGREES TO AND ACCEPTS THIS AGREEMENT IN ITS ENTIRETY. THE SERVICE MAY BE USED ONLY IN ACCORDANCE WITH THIS AGREEMENT.

DEFINITIONS: In this AGREEMENT, the following terms shall have the following definitions:

“Fees” means all amounts payable by CLIENT to COMPANY for the provision of the SERVICE.

“SERVICE” means the COMPANY’s learning platform including designated websites, software, associated offline components, and other related resources, but excluding Third Party Content, as provided by the COMPANY, and which are agreed to purchase or use by CLIENT.

“Third-Party Applications” refers to online, internet-based applications and offline software products, if any, that are provided by third parties and interoperate with the SERVICE, such as web browsers.

Terms not otherwise defined above have the meaning given to them elsewhere in this AGREEMENT.

THE SERVICE
1. Under this Agreement, COMPANY provides CLIENT with the SERVICES. Any new features that augment or enhance the SERVICE shall be subject to this Agreement.
2. The SERVICE may not be used for any purpose not expressly permitted by this Agreement. You may not reproduce, copy, duplicate, sell or resell any part of the SERVICE, except to the limited extent expressly permitted by this Agreement.
3. You also agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the SERVICE (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to COMPANY, to keep it accurate, current and complete; and (d) be responsible for all use of your account and for any actions that take place using your account. If you provide any information that is untrue, inaccurate, not current or incomplete, or COMPANY has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, COMPANY has the right to suspend or terminate your account and refuse any and all current or future use of the SERVICE.
4. You are responsible for all activity occurring on your account and shall abide by all applicable local, provincial, federal and foreign laws, treaties and regulations in connection with your use of the SERVICE, including without limitation, those related to data privacy. You may never use another user’s account without permission. You must notify COMPANY immediately of any breach of security or unauthorized use of your account. COMPANY will not be liable for your losses caused by any unauthorized use of your account, but you shall be liable for the losses of COMPANY or others due to such unauthorized use. All usernames and passwords remain the property of COMPANY and may be canceled, changed or suspended at any time by COMPANY without notice. COMPANY is not under any obligation to verify the actual identity or authority of the user of any username or password.
5. By providing COMPANY your email address, you consent to COMPANY using your email address to send you messages relating to your account, including account access and security, and any additional email communications you have provided consent to during registration.
OWNERSHIP OF CONTENT AND LIMITED LICENSE
1. The following definitions apply to material on the SERVICE:
  1. “Content” means any and all content, including, without limitation, photos, profiles, messages, notes, text, courses, tests, information, music, video, advertisements, listings, and other content appearing anywhere on the SERVICE at any time.
  2. “Third Party Content” means any and all Content that a third party posts, transmits, sells, shares, and/or otherwise makes available on and/or through the SERVICE.
  3. “Site Content” means any and all Content that is notThird Party Content.
2. The SERVICE and the Site Content are the property of COMPANY or its licensors, with all rights reserved. Neither the SERVICE nor any Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without COMPANY’s prior written permission.
3. COMPANY grants you a limited license to access and use any portion of the Site Content to which you have properly gained access, solely for your personal use, and provided that you keep all copyright or other proprietary notices intact. Such license is subject to these Terms of Service and does not include use of any data mining, robots or similar data gathering or extraction methods.
4. Your rights to use Third Party Content are governed by the applicable Third Party license terms that are established by those Third Parties from time to time.
5. Any use of the SERVICE or the Site Content other than as specifically authorized herein, without the prior written permission of COMPANY or the applicable Third Party, as the case may be, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
6. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
7. You agree that by utilizing and/or accessing the SERVICE you will not:
  1. interfere with or disrupt the SERVICE or servers or networks connected to the SERVICE, or disobey any requirements, procedures, policies or regulations of networks connected to the SERVICE;
  2. exceed the scope of any COMPANY service or product for which you have registered; by, for example, accessing and using the tools that you do not have a right to use[, or deleting, adding to, or otherwise changing the comments or content of other persons;
  3. collect or harvest any personally identifiable information, including account names, from the SERVICE;
  4. use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the SERVICE in a manner that sends more request messages to the SERVICE servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
  5. post, transmit, sell, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  6. harm, stalk, harass or otherwise violate the rights of others in any way in your use of the SERVICE;
  7. impersonate any person or entity, including, but not limited to, a COMPANY official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  8. intentionally or unintentionally violate any applicable local, state, national or international law;
  9. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual.
8. Recognizing the global nature of the internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data in the country, jurisdiction and locality in which you reside. Certain Content is intended for certain jurisdictions only. COMPANY makes no representations that the SERVICE or Content is appropriate, valid or available for use in your location. Access to the SERVICE from your jurisdiction is at your own risk, and you are responsible for compliance with local law.
TECHNICAL SUPPORT
1. Technical and Support SERVICEs. COMPANY will provide SERVICE support at no cost. Support will be provided in the English language and includes: (i) troubleshooting, error correction, bug fixes, and assistance with LMS functionality; (ii) Access to technical support provided by web
2. Support Availability. Technical support is available via web and e-mail.
FEES AND PAYMENT FOR SERVICE.
1. COMPANY may from time to time charge fees for the use of the SERVICE. Our fees, if any, are specified on the SERVICE. Unless otherwise stated, our fees are quoted in Canadian dollars. You and/or your organization are responsible for paying all fees associated with the use of the SERVICE through your account, and for all applicable taxes (which are not included in the fees). Fees are non-cancellable and non-refundable.
2. Payment of Services Using Third-Party Providers.
  1. COMPANY offers certain SERVICESthat require payment, including but not limited to access to licensed and premium course content certified programs, and in-person/virtual events. Payment for these services may be processed using third-party payment providers. By making a payment through a third-party payment provider, you agree to abide by their terms and conditions. COMPANY does not store or retain any payment information such as credit card numbers, as all payments are processed by the third-party payment provider. The third-party payment provider may store your payment information in accordance with their own policies. COMPANY is not responsible for any errors, losses, or damages that may result from the use of a third-party payment provider. You agree to hold COMPANY harmless from any claims, damages, or losses arising from your use of a third-party payment provider. COMPANY may offer refunds for certain services in accordance with its refund policy. Any refunds will be processed through the same third-party payment provider used to make the original payment. CLIENT agrees to pay all fees and charges associated with the use of the SERVICES and any third-party payment providers. COMPANY reserves the right to change Fees at any time, with or without notice. If payment is not received or is declined by the third-party payment provider, COMPANY may suspend or terminate access to the SERVICES, in whole or in part, until payment is received. If CLIENT disputes any charges made through a third-party payment provider, CLIENT must contact the provider directly to resolve the dispute. COMPANY may provide links to third-party websites or resources, including third-party payment providers. CLIENT acknowledges and agrees that COMPANY is not responsible for the availability or accuracy of such websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.
ACCESS TO SERVICES
1. To access the SERVICE, CLIENT must register for an account and agree to these Terms of Service. CLIENT must provide accurate and complete information when registering, and keep CLIENT account information up-to-date.
2. COMPANY reserves the right to refuse access to any user who violates these Terms of Service or for any other reason deemed appropriate by the COMPANY.
3. COMPANY may modify, suspend, or terminate access to the services at any time, with or without notice, for any reason, including but not limited to maintenance, upgrades, or security reasons.
4. CLIENT may cancel access to the SERVICES at any time by utilizing the COMPANY contact us page on the website. The communication must include CLIENT’s email address. Access to SERVICES and related data will no longer be available upon cancellation.
5. COMPANY is not responsible for any interruptions or disruptions to the services, or for any loss of data or other damages that may result from such interruptions or disruptions.
6. CLIENT IS responsible for maintaining the security of CLIENT’s account and for any activity that occurs under CLIENT’s account.
7. CLIENT agrees to use the SERVICES only for lawful purposes, and to not engage in any activity that interferes with the functioning of the services or other users’ access to the services.
8. COMPANY may provide links to Third Party Content. You acknowledge and agree that the COMPANY is not responsible for the availability or accuracy of such Third Party Content, and does not endorse and is not responsible or liable for any Third Party Content.
PROPRIETARY RIGHTS
1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, COMPANY reserves all right, title and interest in and to the SERVICE, including all related intellectual property rights. No rights are granted to CLIENT hereunder other than as expressly set forth herein. The SERVICE is protected by copyright and other intellectual property laws and treaties. COMPANY grants a time limited, non-exclusive, and non-transferable license to CLIENT to use the SERVICE. COMPANY or its licensors own the title, copyright, and all other intellectual property rights in the SERVICE. The SERVICE is licensed, not sold, and this AGREEMENT only gives CLIENT limited rights of use. COMPANY reserves all other rights. Unless applicable law gives CLIENT more rights despite this limitation, CLIENT may use the SERVICE only as expressly permitted in this AGREEMENT. CLIENT may not, unless CLIENT has received prior written consent of COMPANY (which may be arbitrarily withheld), do any of the following: (a) work around any technical limitations in the SERVICE; (b) reverse engineer, decompile or disassemble the SERVICE; (c) publish the SERVICE for others to copy; (d) permit any third party to access the SERVICE except as permitted herein; (e) rent, lease, sell, or lend the SERVICE; (f) create derivative works based on the SERVICE; (g) use the SERVICE for commercial partner education promotion, commercial sponsorship of events and commercial software hosting SERVICES; (h) access the SERVICE in order to build a competitive product or SERVICE, or copy any features, functions or graphics of the SERVICE; or (i) use the SERVICE in any way that is against the law.
WARRANTIES AND DISCLAIMERS. THE SERVICE IS DISTRIBUTED “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, AND DAMAGES THAT ARISE FROM OR RELATE TO SUCH MATERIAL.
LIMITATION OF LIABILITY.
1. IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE: (i) AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM(S) AROSE; OR (ii) THE SUM OF ONE THOUSAND DOLLARS ($1,000).THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT.YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY PARTIES, REGARDLESS OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
2. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
GENERAL TERMS.
1. Governing Law and Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, without regard to conflict of law principles. CLIENT and COMPANY agree that any suit, action or proceeding arising out of, or with respect to, the Agreement or any judgment entered by any court in respect thereof shall be brought exclusively in the province or federal courts of the Province of Ontario, and each of CLIENT and COMPANY hereby irrevocably accepts the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding.
2. You acknowledge that COMPANY may establish general practices and additional limits concerning use of the SERVICE. Notices to you may be made via email or website posting. COMPANY may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on COMPANY’s SERVICE. You agree that all communications we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your account contact information current.
3. Communications. You acknowledge that COMPANY or its affiliates may communicate with Your staff regarding the SERVICE and other offers. Your staff may opt out of such messages at any time.
4. Relationship of the Parties. The parties are independent contractors. This AGREEMENT does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this AGREEMENT.
6. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this AGREEMENT shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
7. Severability. If any provision of this AGREEMENT is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this AGREEMENT shall remain in effect.
8. Assignment. You may not assign your rights or obligations under these terms without COMPANY’s prior written consent. If consent is given, these Terms of Service will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms of Service except as expressly provided in these Terms of Service is void. COMPANY may freely assign its rights, duties, and obligations under these Terms of Service.
9. Entire AGREEMENT. These Terms of Service together with any information provided during the sign-up process, constitutes the entire AGREEMENT between the parties and supersedes all prior and contemporaneous Agreements (including, but not limited to, any prior versions of these Terms of Service), proposals or representations, written or oral, concerning its subject matter.