TERMS AND CONDITIONS OF USE

 

Wazzio Inc. is a corporation formed pursuant to the Canada Business Corporations Act in Canada. In consideration for permitting your access to our website, applications, online services and other good and valuable consideration, you agree as follows:

These terms and conditions (the “Terms“) form a legally binding agreement which govern your access to and use of Wazzio Inc.’s (“we”, “us” or “our”) WazzCards website hosted at www.wazzio.com, www.wazzcards.com, www.wazzcards.ca, and other domains and sub-domains (the “Website“) and our WazzCards online services (collectively the “Service“).

 

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE OUR WEBSITE OR SERVICE.

 

IN THESE TERMS, THERE ARE PROVISIONS WHICH LIMIT OUR LIABILITY, OUTLINE RISKS ASSOCIATED WITH USING THE SERVICE AND IMPOSE OBLIGATIONS ON YOU.  YOU MUST REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE, BEFORE USING THE WEBSITE AND SERVICE.

BY USING OUR WEBSITE AND SERVICE, YOU, THE USER OR LEGAL GUARDIAN OF A USER  (“USER”, “YOU” OR “YOUR”), REPRESENT AND WARRANT THAT:

1. YOU ARE AT LEAST 18 YEARS OLD OR YOU HAVE THE CONSENT OF A PARENT OR GUARDIAN TO USE OUR SERVICE; OR
2. YOU ARE A PARENT OR GUARDIAN PERMITTING A CHILD TO ESTABLISH AN ACCOUNT AND/OR ACCESS AND USE OUR SERVICE; AND
3. YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.

IF YOU ARE USING THE WEBSITE AND/OR SERVICE ON BEHALF OF, OR IN THE EMPLOY OF, AN ORGANIZATION (CORPORATION, TRUST, PARTNERSHIP, ETC.), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS.  IN SUCH A CASE, “YOU” AND “YOUR” WILL ALSO REFER TO THAT ORGANIZATION AND YOURSELF INDIVIDUALLY. FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND WAZZIO INC.

AMENDMENTS

AS OUR WEBSITE AND SERVICE CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY.  THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE.  WE MAY NOTIFY YOU OF ANY CHANGES TO THESE TERMS BY SENDING A NOTICE TO THE EMAIL ADDRESS REGISTERED IN YOUR ACCOUNT, OR BY PLACING A NOTICE ON OUR WEBSITE OR IN THE SERVICE. THIS WILL ALLOW YOU TO CHOOSE WHETHER TO CONTINUE USING THE SERVICE OR NOT. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR SERVICE, YOU ARE RESPONSIBLE FOR REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND SERVICE AFTER SUCH AMENDMENTS HAVE BEEN POSTED.  IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU AGREE TO IMMEDIATELY STOP ACCESSING THE WEBSITE AND SERVICE AND TERMINATE YOUR ACCOUNT, SUBJECT TO THE TERMS PROVIDED FOR HEREIN.

PRIVACY

WE USE YOUR AND EACH USER’S PERSONAL INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY (WHICH IS INCORPORATED BY REFERENCE) AND THESE TERMS.  BY USING OUR WEBSITE AND SERVICE, YOU CONSENT TO SUCH PROCESSING AND YOU WARRANT THAT ALL INFORMATION PROVIDED BY YOU IS ACCURATE.

About Our Service

Our WazzCards website is a teaching tool that allows teachers and administrators to, among other things, create virtual classrooms and send out classroom web-links or classroom codes to students, allowing them to access a virtual classroom.  It requires no downloads or application installs, just bookmark the link: https://app.wazzcards.com. WazzCards comes out-of-the-box with curated subject flashcard decks to be used in virtual classrooms  with students.

Establishing an Account

To use the Website as a teacher, classroom creator/administrator, you may be required to register an account and provide certain personal information as referenced in our privacy policy.  We may also allow you to create an account, or access features of our Website via third party account providers such as Google and others. If you elect to establish your account or access our Website via a third party provider, you agree to permit us to collect the personal information such third party sends us to establish your account.

For students to access a classroom, you will need the classroom web-link  or classroom code from your teacher and to provide your name. We encourage you to only provide your first name and last initial for the teacher to identify you. Please do not provide your entire last name.

You (or the applicable parent, on behalf of your child) agree that access to our Website and Service constitutes good and valuable consideration in exchange for agreeing to these Terms our privacy policy and all other documents and policies incorporated by reference.

Upon establishing an account or accessing a classroom web-link or classroom code, we grant you a non-transferable, non-exclusive license to access the Website in accordance with these Terms. However, we reserve the right to revoke that license and your access to the Website without justification or cause, at any time. We make no representations or warranties as to the ongoing availability of the Website or individual classrooms, or your access to them.

 

Account Not Transferrable

 

Access to your account or to our Website or Service via your Google account, is not transferrable and is only intended for you, the individual who established the account. You agree not to share your account access or Google account with anyone else to access our Website or Service.

 

Account Security

 

You are responsible for safeguarding the password you use to access the Website, whether the password is for your Google account or otherwise and you agree not to disclose your password to any third-party.

 

If we permit you to create an account directly on our Website, without using your Google account, you agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account and/or mobile phone number registered on the Website (i) you are responsible for ensuring that your email address provided to us is accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.

 

Acceptable Use of the Website

In using the Website, you agree, and you represent and warrant to us that you:

1. Will not use the Website in a way that has any unlawful or fraudulent purpose or effect;
2. Will comply with all applicable laws, rules and regulations;
3. Will not use or disclose personally identifiable information belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
4. Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;
5. Will not upload, transmit, disseminate, post, share, store, use any content, data or information, do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;
6. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
7. Will not impersonate any person or entity;
8. Will not upload, copy, distribute, share, create or otherwise use content, code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner’s express consent;
9. Will not use any software bot or data scraping techniques that accesses the Website to scrape or pull data for any purpose, whether such data was displayed publicly or not.
10. Will not collect, harvest or store any personally identifiable information, including user account information, from us;
11. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website and its underlying software code or flashcards; and
12. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website.

We may, but have no obligation to, remove users from the Website that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.

Fees

While we do not currently charge fees, we reserve the right to charge fees in the future and may require that you pay fees if you wish to continue to access your account.

ACCEPTANCE OF RISK AND DISCLAIMERS

EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

YOU AGREE AND ACKNOWLEDGE THAT WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE

TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO, THE NEGLIGENT ACTS OR OMISSIONS, OF OUR THIRD-PARTY SERVICE PROVIDERS.

LIMITATION OF OUR LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, OR  YOU OTHERWISE TAKE LEGAL ACTION AGAINST US, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU TO US (IF ANY), OVER THE PRECEDING TWO (2) MONTHS.

YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM, (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCORPORATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT OR THE RIGHTS OF ANOTHER USER; (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE; (IV) OUR USE OF YOUR CONTENT UPLOADED TO THE SERVICE OR OTHERWISE PROVIDED TO US; OR (V) YOUR USE OF THE SERVICE OR SERVICES OR GOODS OBTAINED THROUGH YOUR USE OF THE SERVICE.

Proprietary Rights

Our Website and Service contain open source and public domain content, licensed content as well as proprietary content owned by us and by third parties.  You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos, flashcards and audio) on the Website or Service without the express consent of the owner. All other contents of the Website and Service including, but not limited to, the computer code, is the property of Wazzio Inc. and/or our independent providers of content (“ICPs“) with all rights reserved.

Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of Wazzio Inc., including our logos, without our express permission.

Your Content

Our Website and Service may permit you and other users the ability to upload and post content (“User Content“) to the Website and Service. We do not pre-screen User Content uploaded or posted to the Website or Service by you or other users. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service. You may delete your User Content from our Service at any time.

In addition to our Acceptable Use Policy, you agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of these Terms.

We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party’s intellectual property rights, these Terms or any policy incorporated by reference herein.

You agree that we do not accept or assume responsibility, nor shall you hold us liable or responsible for the accuracy or reliability of any information provided on or off the Website or Service.

Property and Feedback

All rights, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of Wazzio Inc., our ICP’s and licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.

The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries.  Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents.  You may not copy or modify the code used on the Website or Service.

All feedback, comments, and suggestions for improvements (the “Feedback“) that you provide to us, in any form, will immediately become our sole and exclusive property.  You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights“) therein.

At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback.  You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms.

Copyright and Trademark Notice

If you believe that your copyrighted or trademarked work has been copied or posted on our Website or Service in a way that constitutes infringement, please notify us at [email protected] While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer’s account.

Linked Sites

Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website or Service, we are not responsible for their content (the “Linked Sites“).  The Linked Sites are for your convenience only and you access them at your own risk.  We and other users may provide links and references to material on other websites or applications not owned or operated by us.  Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites.  You access those links and corresponding sites at your own risk.

Law of the Contract (Governing Law) and Jurisdiction

These Terms, all documents incorporated by reference and your relationship with us, shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada (and any Canadian federal laws applicable therein),as such laws are applied to agreements entered into and to be performed entirely within Ontario and, to the extent permitted, without regard to any conflict of law provisions.

You agree to irrevocably and unconditionally submit to the jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.

Severability

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Where a provision in these Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial by Jury

To the fullest extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors.  To the fullest extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on our Website or Service are hereby incorporated by reference, including but not limited to our Privacy Policy and Acceptable Use Policy.

Termination

While we would much rather you stay, you can stop using our Website and Service at any time. Please contact us to learn more about cancelling your account.

We reserve the right to suspend your account or access to our Website or Service at any time, with or without cause, notice or liability.  We further reserve the right to place your account on hold, or make it inactive, pending any complaints, dispute resolution process, refunds or any other reason.

Your cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. Without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of Wazzio Inc., or otherwise.

Right to Seek Injunction

Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Other Terms

In the course of using your account with us or using our Website and Service, you may be required, or, by your actions, may be deemed, to consent to the terms of agreements provided by certain third-party service providers, including but not limited to, social media login account providers (Facebook, Twitter, Google, Yahoo etc.).  You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.

Any new features that augment or enhance the current Website and Service, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.  Continued use of the Website and Service after any such changes shall constitute your consent to such changes.

Entire Agreement

This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing and signed by a duly authorized representative of Wazzio Inc.