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.
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
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.
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.
Company notified You of such amendments. You agree to periodically review these Terms of
Use in order to be aware of any amendments.
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
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;
(c) distribute viruses, malware, or any other technologies that are malicious or that may
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
(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
(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
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-
(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;
(c) conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which,
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
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
firstname.lastname@example.org. 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
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
(c) allow any third-party to access the Website IP.
4. ENFORCEMENT, SUSPENSION, AND TERMINATION
The Company may in its sole discretion for any or no reason, with or without notice, and at any
(b) limit, suspend, or terminate Your access to or use of the Website;
(c) take technical and legal steps to prevent You from accessing or using 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
tion shall survive, except to the extent not permitted by law.
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-
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.
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
© 2020 Gilbert’s LLP. This is a sample template document and does not constitute legal or professional advice. Use or mod-
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
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.
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.
The use by the Company of Your personal information is governed by the Company’s privacy
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-
9.1 No Agency
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relation-
9.2 Governing Law, Jurisdiction, and Attornment
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.
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,
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from
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.
to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall
quirement or Your statutory rights.
9.5 Entire Agreement
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.
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 email@example.com
Company shall be in writing and provided to firstname.lastname@example.org All
notices from the Company to You will be displayed on the Website from time to time.
You may not assign, sublicense, or otherwise transfer any of Your rights and obligations in