Website Terms of Use

These terms and conditions (these “Terms of Use”) apply to our website (www.lifelearn.com) and any subdomain (collectively, the “Site”) provided by LifeLearn Inc., and our subsidiaries and affiliates (collectively “LifeLearn”, “we”, “us”, “our” and other variation of same as applicable in the context). By accessing and using the Site, you agree to these Terms of Use as well as our Privacy Policy (together with the Terms of Use, the “Terms”). These Terms of Use are binding so please make sure you review since there are cost and legal obligations which may arise in the event of a breach of terms below.

LifeLearn reserves the right to modify these Terms of Use at any time without giving you prior notice. Your use of the Site, and any further use of the Site following any such modification, constitutes your agreement to follow and be found by these Terms of Use as modified.

USE OF SITES

By accepting these Terms, you are granted a personal, non-exclusive, non-transferable, limited right to enter and use the Site. You may browse the Site and review the materials contained on or in the Site (collectively, the “Content”) without acquiring any right, title or interest in any Content, regardless of how the Content is used or accessed. LifeLearn reserves complete title and full intellectual property rights in all Content.

Except as expressly authorized by these Terms of Use, you may not:

• use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site, except as expressly permitted by these Terms of Use;
• utilize any programs (e.g. scrapers, robots and spiders) or methods to acquire, copy, access, mirror, frame or monitor any portion of the Site or any Content;
• attempt to obtain unauthorized access to any part or component of the Site or to any of the products offered on or through the Site, including by password mining or other illegitimate means;
• probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site;
• reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site;
• imposes any burden on the Site or any of its connected networks or systems;
• pretend to be anyone other than yourself when communicating or requesting information on the Site;
• add to, subtract from, or otherwise modify the Content, or to attempt to access any Content that is not intended for you;
• use the Site in any manner that might interfere with the rights of third parties; and
• use, for any purpose contrary to law or these Terms of Use, the Site or any Content.

COPYRIGHT

The Site and the Content are protected by the Copyright Act of Canada and belong to LifeLearn. The copyrights in the Content are owned by LifeLearn or other copyright owners who have authorized their use on the Site. You may download and reprint Content for non-commercial, non-public, personal use only (e.g. if you are browsing the Site as an employee or member of any business or organization, except as otherwise permitted by LifeLearn). You may not manipulate or alter in any way images or other Content on the Site without specific permission from LifeLearn or the copyright owner.

TRADEMARKS

You are prohibited from using any of the marks or logos appearing throughout the Site without our permission, except as permitted by applicable law.

LINKS TO THIRD-PARTY WEBSITES

Links on the Site to third party websites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by LifeLearn of the third party, the third-party website, or the information contained therein. LifeLearn is not responsible for the availability of any such websites. LifeLearn is not responsible or liable for any such website or the content thereon and cannot guarantee or warrant that such websites or content thereon will be safe, suitable or acceptable for and to you. If you use the links to the websites of service providers, you will leave the Site, and will be subject to the terms of use and privacy police applicable to those websites.

TERMS OF USE FOR PRODUCTS

The Site lists various products and services (e.g. WebDVM, ClientEd, Sofie, etc.) which may be utilized by you. Each such offering is governed by its applicable end user terms and conditions, as set out in conjunction with the applicable offering. Your utilization of any such offering in contingent on compliance with the applicable use terms.

PRICE AND PAYMENT

The fees and charges agreed upon for the Services shall only apply up to the first year of the term of this Agreement. Thereafter, the fees and charges may be increased or decreased by ProSites’. Changes to fees are effective after we provide you with at least thirty days’ (30) written notice. All fees are quoted in U.S. or Canadian Dollars, as applicable. Customer is responsible for paying all fees and applicable taxes associated with services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.)

Bills are due and payable by Customer upon presentation. Recurring charges shall automatically be charged to a customer’s payment method on file. By providing your preferred payment method, you understand that payment methods can be used by each of our entities in the event you purchase multiple products. By accepting these Terms of Use, Customer explicitly agrees to the recurring charges. Delinquent accounts are subject to deactivation at any time. Customer agrees payment is nonrefundable, except as provided in special promotions or as noted above. All annual subscription charges must be paid in advance (including renewals and upgrades, as provided). The Company may in its absolute discretion charge Customer interest on any account unpaid on the due date at a rate of 3% annually from the due date until the account is paid in full by Customer.

DISCLAIMER OF WARRANTIES

THE CONTENT ON THE SITE MAY INCLUDE MATERIALS WHICH ARE ADVISORY IN NATURE, HAVE MEDICAL GUIDANCE IN RESPECT OF THE CARE OR DIAGNOSIS OF AN ANIMAL, AND PROVIDE VARIOUS OTHER SUGGESTIONS ABOUT ANIMAL WELL-BEING. LIFELEARN MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATION OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE CONTENT, OR ANY FUNCTIONALITY ON THE SITE. LIFELEARN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE CONTENT, THE FUNCTIONALITY, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. LIFELEARN DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR FUNCTIONALITY THEREINWILL BE CORRECTED. LIFELEARN DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE CONTENT AND SITE FUNCTIONALITYARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

LIMITATION OF LIABILITY

IN NO EVENT WILL LIFELEARN BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR ANY OTHER DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE, THE CONTENT AND SITE FUNCTIONALITY, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE, ITS FUNCTIONALITY AND/OR THE CONTENT, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE, ITS FUNCTIONALITY, OR THE CONTENT, EVEN IF LIFELEARN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITE, ITS FUNCTIONALITY , AND THE CONTENT THEREIN, OR WITH THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

IN THE EVENT THAT LAW DOES NOT ALLOW THE EXCLUSIVE OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN SUCH EVENTS, LIFELEARN’S LIABILITY SHALL BE LIMITED TO $1 CANADIAN OR THE MINIMUM ALLOWABLE AMOUNT AS PERMITTED BY LAW. LIFELEARN RESERVES THE RIGHT TO REFUSE LIABILITY OUTSIDE OF JURISDICTIONS IN WHICH IT CAN BE HELD ACCOUNTABLE.

INDEMNIFICATION

You understand and agree that you are personally responsible for your behaviour on the Site. You agree to indemnify, defend and hold harmless LifeLearn, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your use or misuse of the Site and the Content therein, or any violation by you of these Terms of Use.

USER SUPPLIED INFORMATION

LifeLearn does not want to receive confidential or proprietary information from you via the Site. You agree that any material, information, or data you transmit to us or post to the Site will be considered non-confidential and non-proprietary. If you supply or post any information or material to the Site, you guarantee to us that you have the legal right to post such material and that it will not violate any law or the rights of any person or entity. By posting material on the Site, you give LifeLearn the royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from this material, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.

COLLECTION OF PERSONAL INFORMATION

Personal Information is information about you that identifies you as an individual, including but not limited to your name, address, email address or telephone number. We collect information that you voluntarily provide to us through responses to surveys, search functions, questionnaires, feedback and the like. We may also ask you to provide additional information such as your email address if you want to obtain additional products, information, participate in a contest or resolve complaints or concerns.

Any personal information that is collected is used in accordance with our Privacy Policy.

GENERAL PROVISIONS

Entire Terms of Use/No Waiver

These Terms of Use constitute the entire terms of use governing the parties with respect to the subject matter hereof. No waiver by LifeLearn of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach of default.

Correction of Errors and Inaccuracies

The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. LifeLearn therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. LifeLearn does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

Enforcement/Choice of Law/Choice of Forum

If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms, your use of the Site or the Content are governed by, and will be interpreted in accordance with, the laws of the Province of Ontario, Canada, without regard to any conflict of laws provisions.

Dispute Resolution

Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with these Terms or any breach thereof, including any question regarding its existence, validity or termination, shall be only, finally and conclusively resolved by arbitration in Toronto under International Commercial Arbitration Act, 2017, SO 2017, c 2 (Ontario) (the “Rules”). You agree that you will not join any court proceedings against us in any jurisdiction.

Claims of Copyright Infringement

LifeLearn respects the intellectual property of others, and we ask our users do the same. We respond expeditiously to clear notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the Copyright Act of Canada or the law of another jurisdiction.

Date of Last Modification: Feb 12, 2019