These terms and conditions of use (the “Terms of Use”) comprise a legal agreement between Knowtworthy Inc. (the “Company”, “we”, “our”, or “us”) and you (“you”), the person accessing and using this Platform (as defined herein). These Terms of Use set forth the legally binding terms and conditions for the use of the Company’s platform, including but not limited to, www.knowtworthy.com and any mobile application (collectively, the “Platform”) that is owned, operated, and maintained, directly or indirectly, by the Company, and all other sites owned and operated by Company that redirect to the Platform, all subdomains provided through such other site or the Platform, and all downloadable applications, mobile applications, features, functionality, content, or information that is made available or provided by the Company.
BY USING THE PLATFORM YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE TO BE BOUND BY, THESE TERMS OF USE WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE PLATFORM. IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE YOU MAY NOT ACCESS OR USE THE PLATFORM AND MUST EXIT THE PLATFORM.
In consideration of the mutual promises and agreements contained in these Terms of Use and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and the Company agree as follows:
The Platform is made available to you for the purpose of providing you with information. From time to time, the Platform may provide certain services (each a “Service”), which may be subject to the acceptance of the terms and conditions of use specific to that Service (“Service Terms”) and all other operating rules, policies, and procedures that may be published on the Platform by the Company from time to time and which will be made known to you prior to your use of any such Services. In the event of any inconsistency between these Terms of Use and any applicable Service Terms, these Terms of Use shall prevail, but only to the extent of such inconsistency. We reserve the right to change the Platform, or to change, eliminate, or interrupt any of the Services upon thirty (30) days’ notice and for any reasons whatsoever.
The Platform and Services are offered subject to acceptance of all of the terms and conditions contained herein. We reserve the right to modify or replace the Terms of Use, including the sections 3 to 27. Should the Company wish to modify or replace these Terms of Use, it will provide you with notice of such changes by posting an icon on the Platform indicating same for 60 days prior to the coming into force of the changes. If you use the Platform after receiving the notice of any such modification or replacement, you are deemed to have read and are indicating your acceptance of, and you agree to be bound by, the modified or replaced terms of use.
The Platform and Services are not intended to be used by any person under the age of 13. To use and access the Platform and Services, you must be at least thirteen (13) years of age (or the minimum legal age in your country) to use our Platform and Services.
To access and use certain features of the Platform, you will need to create an account. As part of the process to create, register, and maintain your account you must provide us with certain current, complete, and accurate registration information, including your e-mail address and other data or information that has been requested by the Company during the account registration or renewal process (the “Registration Data”). In these Terms of Use, “Personal Information” means any information about an identifiable individual, such as your name, e-mail address, mailing addresses, gender, date of birth, any data about you that you elect to provide electronically through the Platform, and any other information that identifies who you are. Registration Data and Personal Information will be used by the Company solely in accordance with these Terms of Use and Company’s Privacy Policy (the “Privacy Policy”).
You agree that you will: (a) maintain and update such Registration Data as necessary in order to keep such information current, complete, and accurate; (b) maintain the confidentiality of any passwords or other account identifiers which you choose or that are assigned to you as a result of any registration or account creation with the Platform; and (c) be responsible for all activities that occur under your password or account. Further, you agree to immediately notify us of any unauthorized use of your password or account in the event that the confidentiality of your password or account is compromised. Failure to comply with this paragraph may result in immediate termination of your account. Except if you reside in Québec, we shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
We hereby grant you a limited, non-exclusive, personal, non-transferable, non-sub-licensable, and revocable right and license to (a) access the Platform for the purpose of receiving the Services in accordance with these Terms of Use, and (b) access, view, and print any information and documentation made available on the Platform, for your personal, non-commercial, and informational use only to assist you in the access and use of the Platform and the Services. Except for the limited licenses and rights expressly granted to you in the Terms of Use, these Terms of Use do not grant you any other right or license, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of the Company or any third party. We may terminate this license at any time for any reason whatsoever.
We may suspend or terminate your access to the Platform immediately without prior notice and without further obligation or liability to you if, in the Company’s sole discretion, we determine that you have breached these Terms of Use. We may also suspend your access to the Platform or terminate these Terms of Use at any time without written notice to you for any reason whatsoever. If the Terms of Use are terminated for any reason, you are still bound by the Terms of Use as set out herein. Except if you reside in Québec, the Company has no liability of any kind or any nature whatsoever to you solely by reason of any change, modification, suspension, or discontinuance of the Platform or any or all of the Services in accordance with its terms. Except if you reside in Québec, you agree that you shall not make any claim against the Company, including with respect to any lost revenue, profits, or opportunities as a result of such change, modification, suspension, or discontinuance, or on account of any expenditures made or actions taken in reliance on the expected continuation of the Platform, the Services or these Terms of Use.
The Platform may include images, text, works, audio files, sounds, and other content and data that are owned by third parties (the “Third Party Content”). You agree that all of the terms and conditions of these Terms of Use relating to the Platform apply to your access to, and use of, any Third Party Content. You further agree to comply with any terms and conditions that are specific to the Third Party Content, including the terms and conditions specified under these Terms of Use. The Company is not responsible, and assumes no liability, for any Third Party Content.
All content and data made available by Company through the Platform, including any Third Party Content, (the “Company Content”) is owned solely and exclusively by the Company and/or third parties. You may not: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of the Company Content; (b) market, sell, re-sell, or make commercial use of the Platform or any Company Content; (c) systematically collect from the Platform and use any Company Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or (d) make derivative uses of the Platform or the Company Content.
If you make any information, data, or content available to the Company on or through the Platform, including by contacting us, or providing comments or ideas on or about our Services or the Platform (the “User Content”), you are deemed to grant the Company a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy, reproduce, modify, adapt, edit, translate, publish, perform, and display any such User Content that you make available on, through, or in connection with the Platform without any payment or restriction. You are solely responsible and liable for any User Content you make available on or through the Platform, or that is made available using your Platform account. If you make User Content available, you represent that you have the right to do so. You agree that the Company may proofread, summarize, or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited User Content is accurate and consistent with your representations and warranties in the Terms of Use.
The Company reserves the right, at any time and without prior notice, to remove or disable access to the User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of the Terms of Use, or otherwise harmful to the Platform or users, or for any other reason.
You agree that when using the Platform you will not: (a) post or transmit any files which contain viruses, worms, Trojan horses, or other code that manifests contaminating or destructive properties; (b) post or transmit data or content which violates or infringes any third party rights, is false, misleading or inaccurate, or is injurious to a third party or defames, libels, or disparages any third party; (c) except as expressly permitted by these Terms of Use, provide, disclose, sublicense, distribute, transfer, assign, or otherwise permit any third party to access, use, read, or otherwise gain access to the Platform; (d) use the Platform to provide the benefit of the use of your account, if any, to or for any other person; (e) to the maximum extent permitted by applicable law, interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Platform or any software or technology or content forming part thereof; (f) post or transmit data which constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; (g) post or transmit data or content which would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law; (h) use the Platform or Services to harvest addresses, send spam or otherwise breach these Terms of Use or the Privacy Policy; (i) use any spider, robot, or other automated or electronic agent to monitor or copy web pages or any content from the Platform or for any other purpose in connection with your access to and use of the Platform; (j) take any action, or use any program or device, that may result in, or is intended to interfere with, the operation and functioning of the Platform or to shut down, overload, or overwhelm the Platform; (k) copy, republish, or redistribute any part of the Platform, including by caching, framing, or similar means, without the prior written consent of the Company; or (l) take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful content to or through the Platform, including content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered as a criminal offence, or conduct that would give rise to civil liability or violate any law.
You agree that your use of the Platform and the Services is subject to the terms of our Privacy Policy, which is hereby incorporated by reference into, and forms an integral part of, the Terms of Use. By agreeing to the Terms of Use or by using the Platform, you expressly consent to the collection, storage, use and disclosure of your information, including your Personal Information, according to the Privacy Policy. You represent and warrant to the Company that you are at least 18 years of age and that you have the full, unrestricted right and authority and have been fully authorized to provide to the Company any and all Registration Data (including any Personal Information) for the purposes of these Terms of Use and that the Company is authorized and permitted to use such data as and to the extent provided in these Terms of Use.
You agree that the Company has the right to monitor and review your use of the Platform and Services from time to time, and to use “cookies”, “log files”, and your “browsing data” in accordance with the Privacy Policy.
Your use of certain Services or parts of the Platform may be subject to subscription charges for those Services. The fees or charges are disclosed to you during your initial registration or renewal for such Services and are payable in accordance with the terms and conditions of special terms of use applicable to those Services.
The Company may in its discretion, without any obligation to do so and subject to the limitations of these Terms of Use (or as may be posted on the Platform from time to time), provide you with troubleshooting support concerning your use of the Platform and any Services.
YOU UNDERSTAND AND AGREE THAT THE PLATFORM, THE SERVICES, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA, AND MATERIALS AVAILABLE ON THE PLATFORM OR PROVIDED AS PART OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER THE APPLICABLE LAWS, THE COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPLICIT OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
THE COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY SERVICES OR COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT (OR OTHERWISE ON THE SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM OR ANY OF THE SERVICES (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER, OR COMPLETE, OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT ANY ERRORS CAN OR WILL BE CORRECTED, OR THAT ANY SERVICES, COMPANY CONTENT, DATA, OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE PLATFORM AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.
YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR THE SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE PLATFORM. EXCEPT AS OTHERWISE AGREED IN WRITING, THE COMPANY ASSUMES NO RESPONSIBILITY FOR, AND MAKE NO WARRANTY OR REPRESENTATION AS TO, THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE PLATFORM.
IF YOU ARE DISSATISFIED WITH THE PLATFORM, THE SERVICES, OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES, OR POLICIES OF THE COMPANY IN OPERATING THE PLATFORM AND IN PROVIDING THE SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE PLATFORM AND SERVICES.
CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION THAT WOULD RELIEVE A MERCHANT FROM THE CONSEQUENCES OF HIS OR HER OWN ACTION. IF YOU ARE A QUÉBEC CONSUMER, THIS SECTION 14 DOES NOT APPLY TO THE EXTENT THAT IT WOULD RELIEVE THE COMPANY OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY ACTION OF THE COMPANY.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS, OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE PLATFORM, SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE, OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE).
IN NO EVENT WHATSOEVER SHALL ANY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, AND THIRD-PARTY CONTRACTORS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF THE PLATFORM OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE PLATFORM OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE PLATFORM OR SERVICES, OR THE LOSS OF, OR DAMAGE TO, FILES OR DATA, OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA, OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES, OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT, OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE AND USE OF THE PLATFORM, SERVICES, AND ANY PROVIDED SUPPORT IS ASSUMED BY YOU.
The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
The terms and conditions of these Terms of Use that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms of Use. You agree that the limitations of liabilities set out in these Terms of Use are fair and reasonable in the circumstances.
Except if you reside in Québec, you agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions, demands, losses, liabilities, damages, costs, and expenses suffered by such persons, including, without limitation, reasonable legal and accounting fees, alleging or resulting, directly or indirectly, from your: (a) breach of these Terms of Use; (b) access to the Platform or use of the Services; and (c) provision of the User Content, Registration Data, or other disclosure to the Company of any other information or data and the use of same by the Company or other Company Parties as contemplated hereunder.
All product, brand, and company names and logos and trade-marks displayed on the Platform, or used in connection with the Services, are the trade-marks of Company (or its suppliers, partner businesses, or third party licensors). Any use of any of the marks appearing on the Platform or in connection with the Services without the express written consent of Company or the owner of the mark, as appropriate, is strictly prohibited.
Company provides links on the Platform to other platforms or resources, including those operated by parties other than Company. These links are provided for your convenience and Company is not responsible for the availability of such platforms or resources, does not endorse or accept responsibility for the content of such external platforms or resources, and has no responsibility for or control over the terms of use or privacy policy (if any) of the operators of the external platforms or resources. Your access and viewing of any third party platforms or resources is conducted at your own risk. You are strongly advised to check the terms of use and the privacy policies of these external platforms or resources before making use of them. You acknowledge that the Company may remove any link to an external platform or to resources at any time for any reason whatsoever.
These Terms of Use shall be governed by, and construed in accordance with, the Business Corporations Act (Ontario) as to matters within the scope thereof, and all other matters shall be governed by and construed in accordance with the laws of the province of Ontario, without regard to conflict of law principles that would result in the application of any law other than the law of the province of Ontario.
You expressly agree that, in the event that there is a dispute under these Terms of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.
No delay or omission by the Company to exercise any right or power it has under these Terms of Use, or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by the Company must be in writing and signed by an authorized representative of the Company.
These Terms of Use, together with any applicable Service Terms, constitute the entire agreement between you and the Company as it relates to the access to, and use of, the Platform and Services and the subject matter of these Terms of Use and supersede all prior or contemporaneous agreements, negotiations, representations, and proposals, written or oral, between the Company and you.
In and throughout these Terms of Use: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation”; (c) the division of these Terms of Use into separate sections and subsections, and the insertion of headings, is for convenience only and shall not affect the construction or interpretation of these Terms of Use; (d) words or abbreviations which have well-known or trade meanings are used in accordance with their recognized meanings; and (e) you and the Company agree that these Terms of Use shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms of Use.
If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each such provision of these Terms of Use shall be valid and enforceable to the extent permitted by law.
This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon, or relating to, these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
In addition to complying with these Terms of Use, you agree to use the Platform and Services for lawful purposes only and in a manner consistent with all applicable local, national, or international laws and regulations, including all privacy and personal information laws. The Platform and any Services shall not be used where, and to any extent, such use is prohibited by law. Your use of the Platform from any location is subject to your compliance with all applicable laws and regulations that may be applicable to you. You agree, and confirm, that your use of the Platform is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Platform due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.
The Company may terminate these Terms of Use and your use and access of the Platform and Services if you fail to comply with any provision of these Terms of Use. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination and interpretative provisions, and your warranties and indemnities shall survive any termination of these Terms of Use. The Company shall not be required to refund to you any amounts prepaid, if any, for use of the Platform or any Services if the Company has terminated your account or your use of, or access to, the Platform and/or any of the Services for breach of these Terms of Use. The Company may also terminate your access to the Platform without notice at any time for any reason whatsoever, and any fees or charges paid by you in advance, if any, shall be refunded on a pro rata basis.
If you have any questions about the Terms of Use, or need to provide notice to, or communicate with, the Company under the Terms of Use, please contact the Company by sending an e-mail with your inquiries to legal@knowtworthy.com, or by delivery in person, by courier, or by the mail, to the Company at 55 St. George St., Toronto, Ontario, M5S 1A4. The Company may provide notices or communications to you on the Platform and you agree that such notices shall constitute notice to you whether or not you actually access the notice.
These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
Last Updated: April 24, 2020