Terms - EngKidz

1. INTRODUCTION

1.1 Acceptance of Terms and Conditions of Use

IMPORTANT! YOUR ACCESS TO THIS WEBSITE IS SUBJECT TO THESE GENERAL TERMS AND

CONDITIONS OF USE. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDI-

TIONS OF USE BEFORE PROCEEDING. ACCESSING THIS WEBSITE IS THE EQUIVALENT OF

YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDI-

TIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE

WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS WEBSITE AND DO NOT

ENQUIRE ABOUT ANY PRODUCTS AND/OR SERVICES OFFERED FROM THIS WEBSITE OR

DESCRIBED ON THIS WEBSITE.

These general terms and conditions of use (the “Terms of Use”) constitute a legal agreement

between you (“You” and “Your”) and EngKidz(the “Company”) gov-

erning Your use of www.engkidz.com and all associated web pages owned by the

Company (collectively, the “Website”). “We” and “Us” means both You and the Company. By

accessing or using the Website or otherwise indicating Your consent to these Terms of Use,

You agree to be bound by these Terms of Use and the documents referred to herein. If You do

not agree with or accept any of the terms of these Terms of Use, You should cease using the

Website immediately. These electronic Terms of Use shall be the equivalent of a written paper

agreement between Us.

By using the Website, You represent and warrant that You are the legal age of majority under

applicable law to form a binding contract with the Company.

1.2 Amendment of Terms of Use

These Terms of Use are dated June 19, 2022. The Company reserves the right

in its sole discretion to amend these Terms of Use for any or no reason, at any time, and from

time to time. Any and all such amendments will be effective from the date they are published

and will apply to all access to or continued use of the Website.

By continuing to use or access the Website following such amendment to these Terms of Use,

You agree to be bound by the Terms of Use as amended, regardless of whether or not the

Company notified You of such amendments. You agree to periodically review these Terms of

Use in order to be aware of any amendments.

No changes to these Terms of Use are valid or have any effect unless agreed to by the Com-

pany in writing.

2. YOUR USE OF AND CONDUCT ON THE WEBSITE

2.1 Nature of Use

The Website is for Your personal and non-commercial use only. You agree that You will only

access or use the Website for lawful purposes and in accordance with these Terms of Use. As

a condition of Your access to and use of the Website, You warrant and agree that You will not

use or access the Website to:

(a) violate or promote the violation of any government-imposed restriction or rule or of

any third-party’s rights;

(b) impersonate any person or entity, misrepresent Your affiliation with a person or en-

tity, or do any other thing or act that brings the Company, any other user of the

Website, or any third-party into disrepute or causes liability for the Company;

harm the Company, the Website, other users of the Website, the Company’s affili-

ates, or any third-party, or in any other way interfere or attempt to interfere with the

proper working of the Website;

(d) reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense,

display, revise, perform, transfer, sell, or otherwise make available to any third-party,

or otherwise publish, deeplink, create derivative works from or exploit in any way

the Website or any content on the Website except as permitted by the Company

under these Terms of Use; and

(e) harvest or otherwise collect, use, or disclose (including through the use of any robot,

spider, or other automatic device, process, or means) content on the Website or

personal information about any other user or users of the Website for any purpose.

You further represent and warrant with respect to any account that You may make on or

through the Website that:

(w) all the information You provide on or through the Website is correct, current, and

complete;

(x) any username, password, or any other piece of information chosen by You, or pro-

vided to You as part of the Company’s security procedures, if any, will be treated as

confidential by You and will not be disclosed to any other person or entity;

(y) You will notify the Company immediately of any unauthorized access to or use of

Your username or password, if applicable, or any other breach of security; and

(z) You will not transfer Your account, if any, to another person without the prior written

consent of the Company.

2.2 User Generated Content

You may be able to submit, post, publish, display, or otherwise transmit content, material, or

information to the Website or to other users or persons through or using the Website (“User

Generated Content”). You are entirely responsible for all User Generated Content You submit,

post, publish, display, or otherwise transmit on or through the Website. The Company is not

responsible or legally liable to any third party for the content or accuracy of any User Generated

Content submitted, posted, published, displayed, or otherwise transmitted on or through the

Website by You or any other user of the Website. Any and all User Generated Content must

comply with all applicable laws, regulations, and these Terms of Use.

User Generated Content may be removed, hidden, edited, or otherwise altered at the sole

discretion of the Company for any or no reason, with or without notice, and at any time. How-

ever, the Company has no obligation, nor any responsibility to any party to monitor the Web-

site or its use, and does not and cannot undertake to review User Generated Content. The

Company cannot ensure prompt removal of objectionable material, including User Generated

Content, and the Company has no liability for any action or inaction regarding transmissions,

communications, or content, including User Generated Content, provided by any user of the

Website or third-party, subject to applicable laws.

The discretion of the Company will be informed, but not limited by, the following guidelines

for inappropriate User Generated Content. User Generated Content may be deemed inappro-

priate by the Company if it contains, depicts, includes, discusses, encourages, or involves, with-

out limitation:

(a) material or conduct that is illegal, exploitative, obscene, harmful, threatening, abu-

sive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, in-

flammatory, or discriminatory based on race, sex, religion, nationality, disability, sex-

ual orientation, age, or other such legally prohibited ground;

(b) any false, inaccurate, or misleading information, or the impersonation or attempted

impersonation of the Company, an employee of the Company, another user of the

Website, or any other person or entity;

as determined by the Company in its sole discretion, may harm the Company or

users of the Website, or expose either to liability;

(d) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embar-

rass, or alarm any other person; or

(e) material or conduct that is otherwise objectionable, as determined by the Company

at its sole discretion.

By submitting, posting, publishing, displaying, or otherwise transmitting any User Generated

Content on or through the Website, You agree to grant the Company, its successors, and as-

signs, and the Company’s affiliates and service providers as necessary, a worldwide, royalty

free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display,

distribute, copy, and otherwise disclose for any purpose any User Generated Content You sub-

mit, post, publish, display, or otherwise transmit on or through the Website. You waive all moral

rights in any such User Generated Content.

2.3 Ordering and Purchases

You may be able to purchase classes/programs on the Website and Your purchase of any such classes/programs will be governed by this subsection 2.3, subject to any additional terms relating to a particular

product (“Additional Terms”), which will be made available to You at or before Your time of

ordering and will prevail over these Terms of Use in the event of a conflict.

By selecting a program/class, providing Your provided method of payment, and completing the steps required of You

during the check-out process, You can place an order for a product on the Website. You may

receive an email confirming that such order has been received by the Company, however: (a)

any such order confirmation provided to You by the Company does not constitute an ac-

ceptance of Your order; and (b) the Company reserves the right, at its sole discretion, to accept

or reject any order prior to shipment of that order. Without limiting the foregoing sentence,

the Company may reject all or a portion of Your order because of the unavailability of the or-

dered program or errors in program pricing information, or a program being sold out. Shipment and processing of payment for each

program in Your order will constitute the Company’s acceptance of that portion of Your order.

The Company does not represent or warrant that any program description, image, or other

such content on the Website is accurate, complete, reliable, or current. If You deem that a

program You purchased on the Website is not as described on the Website, Your sole recourse

is to request a refund. Please direct such return inquiries to

info@engkidz.com. To extent legally permissible, the only warranties and con-

ditions provided to You with respect to any particular programs are those warranties and condi-

tions described on the Website.

By placing an order for a program/classes/products on the Website, and specifically by confirming

your order at the conclusion of the check-out process, You agree to pay the Company the total

amount set-out at the time You confirm Your order. All prices quoted on the Website, including

the prices for products and shipping, are in Canadian dollars unless otherwise explicitly stated.

Your provided method of payment will be charged for Your order or for each program/class in Your

order as each portion of Your order is accepted by the Company and shipped. The Company

reserve the right to reject Your order where the price of an ordered product has changed or

was mis-stated on the Website; You may be provided an opportunity to accept such price

change and continue with Your order. You are required to pay for all products shipped to You

by the Company, even where such product is shipped to You as a result of an error by the

Company, unless You return such product to the Company within 14 calendar days of Your

receipt thereof. All payments owed by You are due no more than 30 calendar days after Your

receipt of the product and/or order and the Company reserves the right to charge interest on

any amounts owed but not paid by You within such time at the lower of 1.5% or the maximum

rate permitted by law.

All information provided by You to the Company during the check-out process must be truth-

ful, accurate, and complete for the purposes for which such information was requested. By

providing payment information to the Company, You represent and warrant that You are the

authorized owner of such payment method.

The Company may use third-party carriers to ship and deliver the products You order and the

Company is not responsible for any loss or damage to any such products after the Company

has delivered the products to a third-party carrier. Products You order may be shipped in one

or multiple packages. Shipping costs provided to You during the check-out process are esti-

mates only and are realized by the Company at the time of shipping. You agree to pay all ship-

ping costs unless otherwise stated by the Company at the time of Your order, including without

limitation any increase in the price of shipping or any duties or other such taxes.

The Company will respect any certain legal rights You have with respect to Your order under

applicable consumer protection laws. For information on the Company’s exchange and returns

policy info@engkidz.com.

3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

The Website and all the content of the Website (including without limitation all information,

reports, data, databases, graphics, interfaces, web pages, text, files, software, code, product

names, company names, trademarks, logos, trade names, any other intellectual property con-

tained on the Website but excluding User Generated Content), the manner in which such con-

tent is presented or appears and all information relating thereto, and the Website’s features

and functionality (collectively, the “Website IP”) are owned by the Company, its licensors, or

other providers of such Website IP, and are protected in all forms by intellectual property laws,

including without limitation copyright, trademark, patent, trade secret, industrial design, and

any other proprietary rights.

The Company grants You a personal, revocable, non-transferable, and non-exclusive license

to access and read the Website IP.

You agree that, except as explicitly authorized by the Company, You will not:

(a) distribute the Website IP for any purpose, including without limitation by compiling

an internal database, or by redistributing or reproducing the Website IP by the press

or media or through any commercial network, cable, or satellite system;

(b) create derivative works of, reverse engineer, decompile, disassemble, adapt, trans-

late, transmit, distribute, publish or republish, download, store, arrange, modify,

copy, bundle, sell, sub-license, export, merge, transfer, loan, rent, lease, assign,

share, outsource, host, make available to any person or otherwise use, either di-

rectly or indirectly, the Website IP in whole or in part, in any form or by any means

whatsoever, be they physical, electronic, or otherwise; or

4. ENFORCEMENT, SUSPENSION, AND TERMINATION

The Company may in its sole discretion for any or no reason, with or without notice, and at any

time:

(a) terminate these Terms of Use;

(b) limit, suspend, or terminate Your access to or use of the Website;

(d) remove or otherwise modify any User Generated Content.

Any such termination or action by the Company shall be in addition to and without prejudice

to such rights and remedies as may be available to the Company, including injunction and

equitable remedies. Any terms of these Terms of Use which are necessary to give effect to the

rights of the Company under these Terms of Use or that contemplate survival beyond termina-

tion shall survive, except to the extent not permitted by law.

5. INDEMNITY

To the maximum extent permitted by applicable law, You agree at all times to indemnify, de-

fend, and hold harmless the Company, its agents, affiliates, partners, and its and their respec-

tive directors, officers, employees, agents, service providers, contractors, licensors, suppliers,

successors, and assigns from and against any claims, actions, proceedings, demands, liabili-

ties, damages, judgments, awards, losses, costs, expenses, or fees (including legal and other

fees and disbursements) sustained, incurred, or paid by the Company, or arising out of or re-

lating to Your breach of these Terms of Use or Your access or use of the Website, including

without limitation any User Generated Content You submit, post, publish, display, or otherwise

transmit on or through the Website, and Your access to, use, or misuse of the Website or any

content on the Website.

6. LIMITATIONS ON LIABILITY AND DISCLAIMER

6.1 Limitations on Liability

EXCEPT TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFIL-

IATES, AGENTS, LICENSORS, SUPPLIERS, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFIC-

ERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES,

SUPPLIERS, OR SUCCESSORS BE LIABLE, WHETHER IN TORT, CONTRACT, OR OTHERWISE,

FOR ANY SPECIAL, INDIRECT, INCIDENTIAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECO-

NOMIC, OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT

LIMITED TO DAMAGES FOR LOSS OF USE, LOST PROFITS, LOST GOODWILL OR BUSINESS

REPUTATION, LOST DATA, OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAW-

FUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM-

AGES OR CLAIM, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR

ANY CONTENT ON THE WEBSITE, INCLUDING WITHOUT LIMITATION: (A) ANY CHANGES

THE COMPANY MAY MAKE TO THE WEBSITE OR TO ANY CONTENT ON THE WEBSITE, OR

FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEBSITE

OR ANY CONTENT ON THE WEBSITE; (B) THE DELETION OF, CORRUPTION OF, OR FAILURE

TO SEND, DISPLAY, OR STORE ANY ADS, USER GENERATED CONTENT, OR OTHER COM-

MUNICATIONS OR DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE WEBSITE

OR ANY CONTENT ON THE WEBSITE, INCLUDING USER GENERATED CONTENT; (C) YOUR

FAILURE TO PROVIDE THE COMPANY WITH ACCURATE ACCOUNT INFORMATION OR TO

KEEP YOUR PASSOWARD OR ACCOUNT DETAILS SERCURE AND CONFIDENTIAL, AS APPLI-

CABLE. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS FOUND TO BE LIABLE

FOR ANY REASON, THE COMPANY’S LIABILITY TO YOU OR ANY THIRD-PARTY IS LIMITED

TO THE GREATER OF: (Y) THE TOTAL FEES SUCH PARTY MADE TO THE COMPANY IN THE

12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; AND (Z) $150 CAD.

6.2 Availability, Completeness, and Quality

You understand and agree that the Website, any content on the Website , and any services or

items found or attained through the Website are provided on an “as is” and “as available” basis,

without any warranties of any kind, either express or implied, including without limitation the

implied warranties of merchantability, fitness for particular purpose, or non-infringement.

Except as otherwise expressly required by applicable law, the Company makes no representa-

tions, warranties, conditions, or other terms (whether express or implied) in relation to the pro-

vision of the Website or any content on the Website, including without limitation as to com-

pleteness, security, reliability, suitability, accuracy, availability, or currency of the Website or

any content on the Website, that the Website or any content on the Website will be free from

bugs, errors, or omission, or as to the satisfactory quality or fitness of the Website or any con-

tent on the Website for a particular purpose. The Company assumes no obligation to update

the Website or any content on the Website. The Website or any content on the Website may

be changed without notice to You.

To the maximum extent permitted by applicable law, the Company excludes all liability

(whether arising in contract, tort, breach of statutory duty, or otherwise), which the Company

may otherwise have to You as a result of any error or inaccuracies in the Website or any content

on the Website, the unavailability of the Website for any reason, or any representation or state-

ment made on or through the Website or any content on the Website.

The Company is not responsible for any content on the Website, including User Generated

Content, that You may find undesirable or objectionable.

6.3 Downloads

The Company cannot and does not guarantee or warrant that files or data available for down-

loading on, through, or as a result of the Website will be free of viruses or other destructive

code. You are solely and entirely responsible for Your use of the Website and Your computer,

Internet, and data security. To the fullest extent provided by law, the Company will not be liable

for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack,

overloading, flooding, mailbombing or crashing, viruses, trojan horses, worms, logic bombs,

or other technologically harmful materials that may infect Your computer equipment, com-

puter programs, data, or other proprietary material due to Your use of the Website or any ser-

vices or items found or attained on, through, or as a result of the Website or to Your download-

ing of any material posted on or through the Website, or on any website linked to the Website.

6.4 Third-Party Sites

The Website or content on the Website may contain links to third-party sites. The Company

does not assume responsibility for the accuracy or appropriateness of, and has no control over,

the information, data, opinion, advice, or statements contained at such sites, and makes no

representations about any such websites that may be accessed from the Website or from any

content on the Website. Where You access such sites, You acknowledge and agree You are

doing so at Your own risk. Your use of a third-party site may be governed by the terms and

conditions of such site.

In providing links to third-party sites, the Company is in no way acting as a publisher or dissem-

inator of any material contained on those sites and does not and does not seek to monitor or

control such sites.

A link to a third-party site does not mean and should not be construed to mean that the Com-

pany is affiliated or associated with such third-party in any way. The Company does not recom-

mend or endorse any material found on such third-party sites. The mention of another party or

its product or service on the Website or in any content on the Website is not and should not

be construed as an endorsement of that party or its product or service.

6.5 No Reliance

Any reliance You may place on the Website or any content available on, through, or as a result

of the Website is at Your own risk. Any content provided by the Company on, through, or as a

result of the Website is provided for general information purposes only and to inform You

about the Company and the Company’s products, news, features, services, and other websites.

Such content does not constitute technical, financial, or legal advice, or any other type of ad-

vice, and should not be relied on for any purpose. You agree to apply Your own judgment or

obtain specific or professional advice before taking, or refraining from, any action or inaction

GL-03.01.200928

ification of this model document is subject to your acceptance and agreement to the terms on page iii of this model document.

If your version does not include page iii, please contact Gilbert’s LLP from our website at www.gilbertslaw.ca.

on the basis of the Website or any content on the Website, including User Generated Content,

including without limitation the use of the Website or any content on the Website, including

User Generated Content, as the basis for any conclusions.

6.6 No Offer of Sale

Unless explicitly stated, the Website and the content on the Website are not to be construed

as an offer to sell any product or service.

6.7 Force Majeure

The Company shall have no liability to You for any breach of these Terms of Use caused by any

event or circumstances beyond the Company’s reasonable control including without limitation

strikes, lock-outs and other industrial disputes, breakdown of systems or network access, dis-

ease, flood, fire, explosion, or accident.

7. RELEASE

If You have a dispute with one or more other users of the Website, You release the Company,

its affiliates, and licensors (and its and their directors, officers, employees, agents, and subsid-

iaries) from any claims, demands, and damages (actual and consequential) of every kind and

nature, known and unknown, arising out of or in any way connected with such disputes.

8. PRIVACY

Drafting Note: you will need to link this section to your privacy policy – a space is provided

for that. If you do not have a privacy policy, consider creating one.

The use by the Company of Your personal information is governed by the Company’s privacy

policy (“Privacy Policy”), which can be found at engkidz.com/privacy. By using the Company’s

Website or by submitting Your personal information, including User Generated Content, on or

through the Website, You consent to the collection, use, and disclosure of Your personal infor-

mation in accordance with the terms of the Privacy Policy.

9. GENERAL

9.1 No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relation-

ship is intended or created by these Terms of Use.

9.2 Governing Law, Jurisdiction, and Attornment

These Terms of Use shall be governed by and construed in accordance with the laws of the

Province of Ontario and the federal laws of Canada applicable therein, without giving effect to

any choice of law provision, principle, or rule, and notwithstanding Your domicile, residence,

or physical location.

For the purpose of all legal proceedings, these Terms of Use shall be deemed to have been

performed in the Province of Ontario and the courts of the Province of Ontario shall have juris-

diction to entertain any action arising under or out of these Term of Use. You and the Company

agree to irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province

of Ontario. You further waive any and all objections to the exercise of jurisdiction over You by

such courts and to the venue of such courts.

You agree to waive any right You may have to a trial by jury or to commence or participate in

any class action against the Company related to the Website or any content on the Website,

including User Generated Content, or these Terms of Use.

9.3 Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from

these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial

exercise of any right, remedy, power, or privilege hereunder precludes any other or further

exercise thereof or the exercise of any other right, remedy, power, or privilege.

9.4 Severability

Any term of these Terms of Use that is prohibited or unenforceable in any jurisdiction shall, as

to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall

be severed from the balance of these Terms of Use, all without affecting the remaining terms

of these Terms of Use or affecting the validity or enforceability of such terms in any other juris-

diction. Nothing in these Terms of Use shall operate to prejudice any mandatory statutory re-

quirement or Your statutory rights.

9.5 Entire Agreement

These Terms of Use together with the Privacy Policy and other documents referred to herein

contain the entire understanding and agreement between Us in relation to Your use of the

Website, and supersede and replace all prior and contemporaneous understandings, agree-

ments, representation, statement, or other communication made by You or the Company,

whether written or oral, that is not contained herein.

9.6 Notices

The Website is operated by EngKidz

You consent to the exchange of information and documents between Us electronically over

the Internet or by e-mail. If You have an account profile with the Company or have purchased

a product or service from the Company, the Company will send You information and docu-

ments to the e-mail address in Your account profile on the Website or provided in the course

of purchasing such product or service. You will send information and documents to the Com-

pany by email to info@engkidz.com

Every notice that You are required or permitted to provide under these Terms of Use to the

Company shall be in writing and provided to info@engkidz.com All

notices from the Company to You will be displayed on the Website from time to time.

9.7 Assignment

You may not assign, sublicense, or otherwise transfer any of Your rights and obligations in

these Terms of Use to any other person.