TrueContext University Terms Of Use

Last updated: July 28, 2021

Please read these Terms of Use (“Terms“) carefully before accessing the TrueContext University Online University (“University”) at https://university.truecontext.com/paths. The University is operated by TrueContext Inc. (“TrueContext”, “us”, “we”, or “our”).

Your access to and use of the University is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users, and others who are authorized to access or use the University (each a “University learner”). Content made available to University learners may include but is not limited to written messages, graphic images, audio, video, html code, buttons, text, answers, help and training, ideas, events, knowledge base, issues, new features, or any conference information and tools (“Content”). With the exception of Content that you submit to the University, the Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, without our prior written consent, except that you may download, display, and print one copy of the Content on any single computer solely for your personal, non-commercial use.

By accessing or using the University, you acknowledge that you have read, understood and agree to comply with and be bound by these Terms. If you disagree with any part of these Terms, then you may not access or use the University.

1. ELIGIBILITY CRITERIA
If you are under the age of 13, you are not permitted to use the University. If you are 13 years of age or older but under the age of 18, you are permitted to use the University under the active supervision of a parent, legal guardian, or other responsible adult, provided that the person supervising you consents to these Terms on your behalf. If you are registering to access and use the University on behalf of an organization, then you are entering into these Terms on behalf of the organization, and you represent that you have the authority to bind the organization to these Terms.

2. YOUR PROFILE, ACCESS, AND ACCOUNT
You agree that all information you submit to the University, including your profile information, is accurate and that you will keep it current. You are responsible for maintaining the confidentiality of your login credentials, and you assume all liability and responsibility for all activities that occur on your behalf in the University. It is your responsibility to maintain the confidentiality of any password associated with your use of the University. Your access to and use of the University, including any personal data you submit to us, is subject to our Privacy Policy. If we have grounds to suspect that your profile information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your use of the University. You agree that we may send you information and notices regarding the University, services, products, or your University account by email, text message, University private message, or other means based on the information you provide to us. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

3. UNIVERSITY PARTICIPATION
To help ensure the best possible experience for all University learners, we have established some basic participation guidelines.

As a University learner, you have certain responsibilities and you acknowledge that you shall always:

Be responsible for your compliance with these Terms and all activities occurring within or from your account; and prevent unauthorized access to or use of the University and notify us promptly of any such unauthorized access or use.

You further acknowledge that you shall not use the University to:

• Upload, post, e-mail or otherwise transmit any Content that is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;
• Impersonate any person or entity or falsely state or otherwise misrepresent their affiliation with a person or entity or create a false persona;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the University;
• Upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
• Upload, post, e-mail or otherwise transmit any material that contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another University learner’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment; or
• Interfere with or disrupt the University or servers or networks connected to the University, or disobey any requirements, procedures, policies or regulations of networks connected to the University.

In our sole discretion and without notice, we may remove any Content or other material that violates or may violate the foregoing.

4. UNIVERSITY CONTENT POLICY
This messaging policy applies to all messaging channels within our University. We are committed to keeping the University Content Policy as easy as possible and we expect you to understand that you must not use the University to transmit any Content that is unlawful or that infringes any intellectual property rights. We do not guarantee: (a) the suitability or legality of Content provided to University learners; (b) the truth or accuracy of Content provided to University learners; (c) the performance or conduct of University learners; or (d) who a University learner permits to access and use the University on their behalf.

You acknowledge and agree that (i) we may publicly share Content that you submit to the University (including for marketing purposes); (ii) you have no expectation of privacy with respect to Content you submit to the University; and (iii) we and our Affiliated Entities (as defined in #9 below), have a non-exclusive, world-wide, royalty-free, fully paid up, perpetual and irrevocable license to de-identify, anonymize, process and create derivative works of any Content that you submit to the University for the purpose of deriving anonymous statistical and usage data, and data related to the use and functionality of the University, provided such data cannot be used to identify you (“Anonymous Data”) and combining or incorporating such Anonymous Data with the Content and information of others, for any purpose, including to improve, enhance, further develop and test the University and any of our technology, to create and refine algorithms and other machine learning methods and processes, to identify and predict patterns and trends, and to train and refine machine learning or analytical models or engines. For clarity, we will not sell the Content or any Anonymous Data without your consent.

5. PROPRIETARY RIGHTS AND USE RESTRICTIONS
You grant to TrueContext a perpetual, worldwide, fully-paid-up right and license to use, copy, modify, publish, republish, distribute and create derivative works based on, in any form, any Content or material you contribute to the University. Subject to the limited rights expressly granted hereunder, TrueContext reserves all rights, title and interest in and to all intellectual property rights in the University, including but not limited to its user interface, branding, Content, ideas, and underlying technology. No rights are granted to you hereunder other than as expressly set forth in these Terms.

You acknowledge and agree that you shall not: (a) permit any non-user third party to access or use the University; (b) use or permit use of the University in a manner contrary to applicable law or that infringes, violates or misappropriates the rights of any third parties, including the privacy rights or intellectual property rights of such parties; (c) store or process Content related information under applicable privacy laws; (d) reverse engineer, alter, modify, create derivative works, decompile, or extract code from Content other University learners or third parties have made available to you via the University; (e) access the University to (i) build a competitive University product or service or (ii) copy any Content, feature, functions or graphics of the University; (f) sell, rent, lease, license, transfer or distribute the University to any third party; (g) alter, remove, or cover any proprietary notices, labels or marks from University; (h) send, store, or transmit viruses or other harmful computer code through or onto our servers or systems; (i) gain or attempt to gain unauthorized access to our servers or systems; (j) interfere with or disrupt the integrity or performance of our servers or systems; (k) create accounts or send Content through unauthorized or automated means; or (l) collect the information of or about University learners in any impermissible or unauthorized manner.

6. TERMINATION 
You may terminate your University account at any time and for any reason by emailing us at [email protected] and asking us to delete your University account. We may suspend or terminate your access to the University immediately without any liability, for any reason upon notice or without notice, if in our sole judgment, you have violated these Terms. We may also suspend or terminate your use of the University or condition your continued use on additional terms. If your continued use, in our sole judgment, (i) is required to comply with any law, regulation, court order or other governmental request; (ii) risks exposing us to potential legal liability; (iii) poses an undue or disproportionate burden to the University, or networks, or (iv) if your activity in the University is disruptive or detrimental to other University learners or the security of the University, your account may be cancelled, your employer or other organization that provided you with access to our University may be notified, and you may be banned from future participation in the University. If we suspend or disable your University account for a violation of these Terms, you must not create another University account without our permission. This Section will not be construed as imposing any obligation on us to monitor use of the University.

7. COPYRIGHT INFRINGEMENT
If you believe that any Content infringes a copyright that you own or control, please send our University Leader a summary of your concerns, either by email to [email protected] or by regular mail to:

TrueContext University
Attention: VP, Client Success and Operations
TrueContext Inc.
250-2500 Solandt Road
Ottawa, ON K2K 3G5

Please note that if you knowingly give false, misleading, or inaccurate information regarding the existence of infringing Content, we may suspend your account, and you may face other legal consequences.

8. DISCLAIMER OF WARRANTY
WE MAY MODIFY THE FUNCTIONALITY OF THE UNIVERSITY AND ITS INTERFACE AT ANY TIME AT OUR SOLE DISCRETION, AND SUCH MODIFICATIONS MAY RESULT IN A LOSS OF DATA ASSOCIATED WITH THAT FUNCTIONALITY. PRONTOFORMS UNIVERSITY IS PROVIDED “AS IS,” AND “AS AVAILABLE” AND PRONTOFORMS HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, QUALITY OR ORIGINALITY OF CONTENT. PRONTOFORMS DISCLAIMS ANY RESPONSIBILITY WHATSOEVER FOR ANY UNIVERSITY CONTENT OR MATERIAL, REGARDLESS OF WHO CREATED AND PROVIDED THE CONTENT (INCLUDING PRONTOFORMS’ PERSONNEL, PARTNERS, AFFILIATES OR MODERATORS). WE ALSO DO NOT REPRESENT OR WARRANT THAT: (I) THE UNIVERSITY WILL ALWAYS BE SECURE OR ERROR-FREE; (II) THE UNIVERSITY WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; (III) ANY CONTENT YOU SEND OR RECEIVE VIA THE UNIVERSITY WILL BE TIMELY OR ACCURATE; OR (IV) ANY CONTENT RECEIVED BY YOU WILL NOT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE.

9. LIMITATION OF LIABILITY
You agree that you bear all risks associated with accessing the University and using or relying upon Content. To the maximum extent permitted by law, we and our shareholders, employees, affiliates, associated companies, licensors, agents, and suppliers (“Affiliated Entities”) shall not be liable for any losses or damages whatsoever, including but not limited to direct, indirect, incidental, special, consequential, exemplary, punitive, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the University; (ii) the conduct or Content of other University learners or third parties made available to you via the University; or (iii) unauthorized access, use, or alteration of Content that you submit to the University, even if we have been advised of the possibility of such damages.

10. INDEMNIFICATION
To the maximum extent permitted by law, you agree to defend, indemnify and hold TrueContext and its Affiliated Entities harmless from any claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), that directly or indirectly result from (i) Content that you submit to the University; (ii) your use of the University; (iii) your breach of these Terms; (iv) your violation of any laws or regulations; (v) third-party claims that you or someone using your password did something that, if true, would violate these Terms; (vi) any misrepresentations made by you; (vii) any claim made by any third party arising out of Content you submit to or post in the University and your activity in the University; or (viii) a breach of any representations or warranties you’ve made to us. We reserve the right to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such an event, you shall provide us with such cooperation as we reasonably request.

11. CHANGES TO THESE TERMS
We may modify or update University Terms from time to time. When we update these Terms, we will revise the “Last updated” date above and post the new Terms on https://university.truecontext.com/paths. Your continued use of the University (including, without limitation, signing up to receive Content after an update) confirms your acceptance of the updated Terms. If you do not agree to any update, you must stop using the University. We may also modify or discontinue all or part of the University at any time; charge, modify, or waive any fees required to use the University. We may access, review, block, or delete Content you submit to or post in the University at any time and for any reason, including (i) to provide better University experience, modify and develop the University; (ii) if we think such Content violates any of these Terms; and/or (iii) to comply with all applicable law or any request or requirement of a court, law enforcement or other administrative agency or governmental body.

12. JURISDICTION
These Terms will 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 the principles of conflicts of law and excluding the body of law applicable to choice of law. You irrevocably submit to the non-exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of these Terms. You hereby waive: (a) the right to trial by jury of any such suit, action or proceeding; (b) any right, claim or entitlement to any punitive or exemplary damages whatsoever; and (c) any right, claim or entitlement to participate in a class action relating to your usage of the University or these Terms. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

13. TRADEMARKS
The TrueContext word mark, our logo, and other marks used in the University are owned by us and may not be used in any manner without our express prior written consent.

14. THIRD PARTY LINKS
The University may contain links to third party sites; such linked sites are not under our control and we are not responsible for the content of any linked site or any link contained in a linked site. We reserve the right to remove any links at any time at our sole discretion. If you decide to access any of the third-party sites linked to via the University, you do so entirely at your own risk.

15. ENFORCEMENT
Any violation of these Terms may result in the suspension or termination of your ability to use or participate on the University. We reserve the right to enforce these Terms at our sole discretion, including, but not limited to, warning University learners of violations, disabling or suspending privileges and/or access, refusing to post Content, deleting, screening or editing any Content, or prohibiting any behavior that does not comply with these Terms, or which we otherwise deem inappropriate, harmful, objectionable or inaccurate.

Other than as expressly stated herein, the remedies provided in these Terms for TrueContext are in addition to, and not exclusive of, any other remedies of a party at law or in equity. To report violations of these Terms, please email our University Leader using the contact information provided at #7 above.

16. MISCELLANEOUS
Your use of the University is at your own risk, and you must comply with all applicable laws, rules, and regulations while doing so.

• We may limit the University’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction.
• These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agent, or franchisor-franchisee relationship between us.
• You may not assign your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent.
• All of our rights and obligations under these Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise.
• Except as expressly set forth in these Terms, there are no third-party beneficiaries to these Terms.
• If we fail to enforce any of these Terms, it will not be considered a waiver.
• If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

17. CONTACT US
We welcome and encourage you to provide us with feedback, comments, and suggestions for improvements to the University (“Feedback”). Any Feedback you submit to us will be owned by us and we may use and exploit that Feedback without restriction for any purpose, without compensation to you. To the extent a license is required to make use of the Feedback, you grant us an irrevocable, non-exclusive, perpetual, fully-paid-up royalty-free license to use the Feedback in connection with our business (including the business of our licensors). You may contact us using the contact information provided at #7 above.

18. CHANGE LOG
A high-level summary of all material changes to these Terms is provided below for your ease of reference.