Terms and Conditions

Updated 7/20/2021

 

1. Agreement to Terms



1.1 These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (you), and 2336259 Alberta Ltd., DBA BrainSkills Learning Centre, DBA BrainSkills Learning Center, located at 60 Hampstead Rd NW, Calgary, AB T3A 6G4, Canada, Calgary, Canada, Alberta T3A 6G4 Canada (“BrainSkills”, “we”, “us”), concerning your access to and use of the BrainSkills (https://brainskillslearning.com) website as well as any related applications (the Site).


The Site provides the following: Tutoring services combined with educational software programs access on a subscription basis.  The subscriptions may include digital language, literacy, and/or math programs.  You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions.


If you do not agree with all of these Terms and Conditions, then you are prohibited from using the Site and Services and you must discontinue use immediately. We recommend that you print a copy of these Terms and Conditions for future reference.


1.2 The supplemental policies set out in Section 1.6 below, as well as any supplemental terms and conditions or documents that may be posted on the Site from time to time, are expressly incorporated by reference.


1.3 We may make changes to these Terms and Conditions at any time. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. You are responsible for reviewing these Terms and Conditions to stay informed of updates. Your continued use of the Site represents that you have accepted such changes.


1.4 We may update or change the Site from time to time to reflect changes to our products, our users' needs and/or our business priorities.


1.5 Our site is directed to people residing in Canada. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.


1.6 Additional policies which also apply to your use of the Site include:


  • Our Privacy Notice https://brainskillslearning.com/privacy-policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Site, you consent to such processing and you warrant that all data provided by you is accurate.



2. Purchases

If you wish to purchase any service made available through the site ("Purchase"), you may be asked to supply certain information relevant to your Purchase, including but not limited to, your credit or debit card number, the expiration date of your card, your billing address, and your shipping information.


2.1 You represent and warrant that:

  • you have the legal right to use any card(s) or other payment method(s) in connection with any Purchase; and that

  • the information you supply to us is true, correct, and complete.


2.2 We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.


2.3 We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.


2.4 We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.


3. Contests, Sweepstakes, and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.


4. Subscriptions


4.1 Some parts of Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles will be set depending on the type of subscription plan you select when purchasing a Subscription.


4.2 At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or BrainSkills cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting support@brailskillslearning.com customer support team.


4.3 A valid payment method is required to process the payment for your subscription. You shall provide BrainSkills with accurate and complete billing information that may include but not limited to full name, address, state/province, postal/zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize BrainSkills to charge all Subscription fees incurred through your account to any such payment instruments.


4.4 Should automatic billing fail to occur for any reason, BrainSkills reserves the right to terminate your access to the Service with immediate effect.


5. Free Trial

BrainSkills may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").


5.1 You may be required to enter your billing information in order to sign up for Free Trial.


5.2 If you do enter your billing information when signing up for Free Trial, you will not be charged by BrainSkills until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.


5.3 At any time and without notice, BrainSkills reserves the right to

  • modify Terms of Service of Free Trial offer, or

  • cancel such Free Trial offer.


​​​​​6. Fee Changes


6.1 BrainSkills, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.


6.2 BrainSkills will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.


6.3 Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.


7. Acceptable Use


7.1 You may not access or use the Site for any purpose other than that for which we make the site and our services available. The Site may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.


7.2 As a user of this Site, you agree not to:

  • Falsely imply a relationship with us or another company with whom you do not have a relationship


8. Information You Provide to Us


8.1 You represent and warrant that:

  • all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party;

  • you will maintain the accuracy of such information and promptly update such information as necessary;

  • you will keep your password confidential and will be responsible for all use of your password and account;

  • you have the legal capacity and you agree to comply with these Terms and Conditions; and

  • you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site.


If you know or suspect that anyone other than you knows your user information (such as an identification code or user name) and/or password you must promptly notify us at support@brainskillslearning.com.


8.2 If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account. We may remove or change a user name you select if we determine that such user name is inappropriate.


9. Intellectual Property

Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of BrainSkills and its licensors. Service is protected by copyright, trademark, and other laws of and foreign countries. Our trademarks may not be used in connection with any product or service without the prior written consent of BrainSkills.


10. Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.


If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to support@brainskillslearning.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”


You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.


11. DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;

  • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

  • identification of the URL or other specific location on Service where the material that you claim is infringing is located;

  • your address, telephone number, and email address;

  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.


You can contact our Copyright Agent via email at support@brainskillslearning.com.


12. Error Reporting and Feedback

You may provide us either directly at support@brainskillslearning.com or via third-party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.


13. Links to Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by BrainSkills.


BrainSkills has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.


YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY WEBSITES OR SERVICES.


WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD-PARTY WEBSITES OR SERVICES THAT YOU VISIT.


14. Our Content


14.1 Unless otherwise indicated, the Site and Services including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (Our Content) are owned or licensed to us and are protected by copyright and trademark laws.


14.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.


14.3 Provided that you are eligible to use the Site, you are granted a limited licence to access and use the Site and Our Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.


14.4 You shall not (a) try to gain unauthorized access to the Site or any networks, servers or computer systems connected to the Site; and/or (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Site or Our Content, including the modification of the paper or digital copies you may have downloaded.


14.5 We shall (a) prepare the Site and Our Content with reasonable skill and care; and (b) use industry-standard virus detection software to try to block the uploading of content to the Site that contains viruses.


14.6 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Site.


14.7 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that Our Content on the Site is accurate, complete or up to date.


15. Prohibited Uses


You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

  • In any way that violates any applicable national or international law or regulation.

  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.

  • To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.

  • In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.


Additionally, you agree not to:

  • Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real-time activities through Service.

  • Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.

  • Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.

  • Use any device, software, or routine that interferes with the proper working of Service.

  • Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service.

  • Attack Service via a denial-of-service attack or a distributed denial-of-service attack.

  • Take any action that may damage or falsify Company rating.

  • Otherwise, attempt to interfere with the proper working of Service.


16. Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service.


17. Site Management


17.1 We reserve the right at our sole discretion, to

  • monitor the Site for breaches of these Terms and Conditions;

  • take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions;

  • remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and

  • otherwise, manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.



17.2 We do not guarantee that the Site will be secure or free from bugs or viruses.


17.3 You are responsible for configuring your information technology, computer programs and platform to access the Site and you should use your own virus protection software.


18. Modifications to and availability of the Site


18.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.


18.2 We cannot guarantee the Site and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance of the Site or Services. We are not obliged to maintain and support the Site or Services or to supply any corrections, updates, or releases.


18.3 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.


19. Disclaimer/Limitation of Liability


19.1 The Site and Services are provided on an as-is and as-available basis. You agree that your use of the Site and/or Services will be at your sole risk except as expressly set out in these Terms and Conditions. All warranties, terms, conditions and undertakings, express or implied (including by statute, custom or usage, a course of dealing, or common law) in connection with the Site and Services and your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement are excluded to the fullest extent permitted by applicable law.


We make no warranties or representations about the accuracy or completeness of the Site’s content and are not liable for any

  • errors or omissions in content:

  • any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored on our server;

  • any interruption or cessation of transmission to or from the site or services; and/or

  • any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party.


We will not be responsible for any delay or failure to comply with our obligations under these Terms and Conditions if such delay or failure is caused by an event beyond our reasonable control.


19.2 Our responsibility for loss or damage suffered by you:

Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

  • If we fail to comply with these Terms and Conditions, we will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions, but we would not be responsible for any loss or damage that were not foreseeable at the time you started using the Site/Services.


Notwithstanding anything to the contrary contained in the Disclaimer/Limitation of Liability section, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to a total aggregate amount equal to the greater of (a) the sum of $5000 or (b) the amount paid, if any, by you to us for the Services/Site during the six (6) month period prior to any cause of action arising.


If you are a business user:

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our Site/Services; or

  • use of or reliance on any content displayed on our Site.


In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;

  • business interruption;

  • loss of anticipated savings;

  • loss of business opportunity, goodwill or reputation; or

  • any indirect or consequential loss or damage.


If you are a consumer user:

  • Please note that we only provide our Site for domestic and private use. You agree not to use our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

  • If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

  • You have legal rights in relation to goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms and Conditions will affect these legal rights.



20. Term and Termination


20.1 These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us at support@brainskillslearning.com.


20.2 Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation.


If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.


20.3 If we terminate or suspend your account for any reason set out in this contract, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.


21. General


21.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

You hereby agree to the use of electronic signatures, contracts, orders, and other records and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.


21.2 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.


21.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.


21.4 We may assign any or all of our rights and obligations to others at any time.


21.5 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.


21.6 If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.


21.7 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Services.


21.8 For consumers only - Please note that these Terms and Conditions, their subject matter and their formation, are governed by Canadian law. If you have any complaint or wish to raise a dispute under these Terms and Conditions or otherwise in relation to the Site please write us at support@brainskillslearning.com


21.9 For business users only - If you are a business user, these Terms and Conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Alberta Law. We both agree to the exclusive jurisdiction of the courts of Alberta.


21.10 A person who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.


21.11 In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at support@brainskillslearning.com or by post.


22. Acknowledgment

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.


BrainSkills Learning Centre

60 Hampstead Rd NW

Calgary, Alberta T3A 6G4

Canada