Last Updated: February 14, 2017
- Permitted Use
The Platform is provided solely for the administration of certain tests made available by us (and for the provision of any related information that we may prompt for or request) with the objective of generating a profile of cognitive abilities through the Platform on the basis of such test results and related information (the “Permitted Use”).
Without limiting our other rights, we also reserve the right to change any information, materials or content (including all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks) contained, provided or displayed on or through the Platform (the "Content") at any time and without notice.
- License Grants
- User Account
In order to use the Platform, you may (as determined by us in our sole discretion; in each case, the account or records associated with your use of the Platform and activities thereon, the “User Account”, and the login credentials or personalized link (as applicable), the “User ID”): (i) be required to successfully sign up for a user account using the available interfaces at the Platform; (ii) be issued a username and password login credentials by us; or (iii) receive a personalized link to access the Platform.
If you are issued with a User ID:
(a) you will keep your User ID secure and will not share your User ID with anyone else;
(b) you will be the sole user of the User Account;
(c) you will not provide anyone else with access to your User Account for any reason; and
(d) you will not use the Platform to access, harvest, collect or otherwise obtain any information about an identifiable individual or information that is otherwise subject to applicable privacy, data protection or similar laws (“Personal Information”) in respect of anyone else.
We reserve the right to disable any User Account issued to you at any time in our sole discretion and without any notice to you.
- Term and Termination
We expressly reserve all rights in the Content and the Platform that are not expressly granted to you. You acknowledge that all right, title and interest in the Content and the Platform, and any modifications, updates, enhancements, aggregations, compilations, adaptations, translations and derivative works created from or on the basis of the Content or the Platform, in each case in any form or medium, and all intellectual property rights therein will remain with us (or our third party suppliers, if applicable). Use of the Platform is provided by us hereunder as a limited license, and neither the Platform nor any part of it (including any Content) is “sold” to you.
- Terms of the Paid Subscription Services
Certain services offered through the Platform require payment and can only be accessed after payment is made (“Paid Services”). The Paid Services are subject to the following additional terms:
(a) Payment. By using a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use your payment method and that you authorize us (or our third-party payment processor such as Stripe Payments Canada Ltd.) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your order, you can do so at any time through accessing your User Account on the Platform.
(b) Sales Tax. Depending on the order, we calculate and charge sales tax in accordance with applicable laws.
(c) Recurring Billing. Payment for the Paid Services can be made either on an annual basis or a monthly basis. By subscribing to the Paid Services and providing or designating a payment method, you authorize us to charge the applicable monthly or annual subscription fee at the then current rate, and any other charges you may incur in connection with your use of the Paid Services to the chosen payment method.
If you have chosen to be billed monthly (the “Monthly Plan”), you acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers and/or discounts, and you authorize us to charge your payment method for such varying amounts, which may be billed monthly in one or more charges.
If you have chosen to be billed annually (the “Annual Plan”), you acknowledge that the amount billed each year may vary from year to year for reasons that may include differing amounts due to promotional offers and/or discounts, and you authorize us to charge your payment method for such varying amounts, which may be billed annually in one or more charges.
(d) Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS OF THE PAID SERVICES.
If you cancel a Monthly Plan, you will continue to have access to the Paid Service through the end of your current billing period. For example, if your billing period starts on January 10th and ends February 10th and you made a request to cancel the Paid Service on January 15th, you will continue to have access to the Paid Service until February 10th. You will not get any refunds or credits for the period between when you made your request to cancel the Paid Service to the end of the current billing period.
If you cancel an Annual Plan, you will receive a prorated refund of the annual subscription fee for the unused portion of the year. The prorated refund will be calculated based on full months remaining and no refunds will be given for partially used periods, such as partially used months. For example, if your annual subscription starts on January 10th and you made a request to cancel the Paid Service on January 15th, you will continue to have access to the Paid Service until February 10th and will receive a refund for the time encompassing February 11th to the one year anniversary date of your subscription. Because the implied monthly subscription fee of an Annual Plan is discounted, we reserve the right to charge you full monthly subscription fee for the months you did use if you fail to maintain your subscription for the full year.
At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("Credits"). The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
(f) Subscription Cancellation. The Company offers Monthly Plans and Annual Plans that you can cancel-at-any-time. If you have selected a Monthly Plan, you will be billed month-to-month. If you have selected an Annual Plan, you will be billed annually. You may cancel at any time through accessing your User Account on the Platform.
The Company requires a reasonable amount of time to process your subscription cancellation request. If you cancel your Monthly Plan, you will enjoy your subscription benefits until the end of the then-current monthly subscription term, and your subscription benefits will expire at the end of the then-current monthly subscription term for which you have paid. If you cancel your Annual Plan, you will enjoy your subscription benefits until the end of the then-current monthly subscription term (the monthly subscription term will be calculated as though your Annual Plan was a Monthly Plan), and your subscription benefits will expire at the end of the then-current monthly subscription term for which you have paid.
WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH USEAGE OF THE PAID SERVICES
(g) Requests for Credit Card Information. You should be mindful of any communication requesting that you submit credit card or other account information. Providing your information in response to these types of communications can result in identity theft. Always access your sensitive account information by going directly to the Platform and not through a hyperlink in an email or any other electronic communication, even if it looks official. The Company reserves the right to place any account on hold anytime with or without notification to you in order to protect itself and its partners from what it believes to be fraudulent activity. The Company is not obligated to provide a refund or credit you if your account is placed on hold.
- Restrictions on Use
You will not, without our prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (a) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose in our discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) remove any watermarks, labels or other legal or proprietary notices included in the Platform or the Content; (g) modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution; (i) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content; (k) create adaptations, translations, or derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform or the Content; (l) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion.
- Third Party Websites
The Platform may provide links to third party websites. We do not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under our control, and if you choose to access any such web site, you do so entirely at your own risk.
The downloading and viewing of any Content is done at your own risk. We cannot and do not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, will be free of viruses, worms, Trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.
- Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Platform. Although we generally adhere to the accepted industry practices in securing the transmission of data to, from, and through the Platform, you understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.
- DISCLAIMER AND LIMITATION OF LIABILITY
THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES. WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTIBLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE PLATFORM IS NOT FAULT-TOLERANT AND NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE FOR ANY PURPOSE OTHER THAN IN RESPECT OF THE PERMITTED USE.
The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
You will defend, indemnify and hold harmless us and all of our officers, directors, affiliates, employees, agents, contractors, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
(b) your violation of any applicable law or the rights of a third party (including privacy or intellectual property rights);
(c) your use of the Platform; or
(d) any User Content.
- Governing Law and Jurisdiction
You will only use the Platform and the Content in jurisdictions where the Platform and the Content may lawfully be used.
- General Provisions