These Terms of Use shall constitute the entire Terms of Use between you (“You” or “Client”) and MDBriefcase Group Inc. and its affiliates (collectively “Company”), concerning your use of the Services (as such term is defined below). By using the Services, Client agrees to and accepts these Terms of Use in their entirety, and agrees that the Services may only be used in accordance with these terms.

DEFINITIONS: In these Terms of Use, the following terms shall have the following definitions:

“Content” means any and all content, including, without limitation, photos, profiles, messages, notes, text, courses, tests, information, music, video, advertisements, listings, and other content appearing anywhere on the Services at any time.

“Services” means the Company’s learning platform, websites, software, associated offline components, and other related resources, including the Content.

“Third Party Content” means any and all Content that a third party posts, transmits, sells, shares, and/or otherwise makes available on and/or through the Services.

1. 1. THE SERVICES

   1. Company provides Client with the Services pursuant to these Terms of Use. Any new features that augment or enhance the Services shall also be subject to these Terms of Use. 
   2. The Services may not be used for any purpose not expressly permitted under these Terms of Use. You may not reproduce, copy, duplicate, sell or resell any part of the Services.
   3. You also agree to: (a) provide accurate, current and complete information about You as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password and identification; (c) keep your Registration Data, and any other information You provide to Company, accurate, current and complete; and (d) be responsible for all use of your account and for any actions that take place using your account. If You provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services.
   4. You are responsible for all activity occurring on your account and shall abide by all applicable local, provincial, state, federal and foreign laws, treaties and regulations in connection with your use of the Service, including without limitation, those related to data privacy. You may never use another user’s account. You must notify Company immediately of any breach of security or unauthorized use of your account. Company will not be liable for your losses caused by any unauthorized use of your account, but You shall be liable for the losses of Company or others due to such unauthorized use. All usernames and passwords remain the property of Company and may be canceled, changed or suspended at any time by Company without notice. Company is not under any obligation to verify the actual identity or authority of the user of any username or password.
   5. Any use of the Services or the Content other than as specifically authorized herein, without the prior written permission of Company or the applicable Third Party Content provider, as the case may be, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
   6. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
   7. Company is not responsible for any interruptions or disruptions to the Services, or for any loss of data or other damages that may result from such interruptions or disruptions.
   8. You agree that by utilizing and/or accessing the Services You will not:
      
      1. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
      2. exceed the scope of any Services for which You have registered; by, for example, accessing and using the tools that You do not have a right to use, or deleting, adding to, or otherwise changing the comments or content of other persons; 
      3. collect or harvest any personally identifiable information, including account names, from the Services;
      4. use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Services in a manner that sends more request messages to the Services’ servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
      5. post, transmit, sell, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
      6. harm, stalk, harass or otherwise violate the rights of others in any way in your use of the Services;
      7. impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
      8. intentionally or unintentionally violate any applicable local, state, national or international law;
      9. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual.
   9. Recognizing the global nature of the internet, You agree to comply with all local rules regarding online conduct and acceptable content. You understand and agree that certain Content is intended for specific jurisdictions only. Company makes no representations that the Service or Content is appropriate, valid or available for use in your location. Access to the Service from your jurisdiction is at your own risk, and You are responsible for compliance with local law.

2. 2. OWNERSHIP OF CONTENT

   1. The Service and the Content are the property of Company or its licensors, with all rights reserved. Neither the Service nor any Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Company’s prior written permission.
   2. Company grants You a limited license to access and use any portion of the Content which is not Third Party Content to which You have properly gained access, solely for your personal use, and provided that You keep all copyright or other proprietary notices intact. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods.
   3. Your rights to use Third Party Content are governed by the applicable Third Party Content license terms that are established by those Third Parties from time to time.

3. 3. USE OF PERSONAL INFORMATION

   1. By providing Company your email address, You consent to Company using your email address to send You messages relating to the Services, Content other products or services, your account (including account access and security), and any additional email communications You have provided consent to during registration.
   2. Furthermore, notwithstanding the provisions of the Company’s Privacy Policy, Company sometimes partners with external organizations that engage in online marketing and engagement tracking activities. In doing so, Company may share Client information with these partners. Clients that do not wish to have their personal information used for this purpose can opt out by logging into the Services and making the appropriate selection on their account’s profile page.
   3. You understand and agree that Company may use publicly accessible sources of data to keep our members’ profiles, including any Registration Data complete and current. In the event that You see any errors, You agree to correct them promptly.
   4. Please be aware that, while Company makes every effort to protect your personal information during transmission over the internet, Company cannot guarantee its security. The transmission of personal information over the internet is never entirely secure, and any transmission of personal information is done at your own risk.

4. 4. FEES AND PAYMENT FOR SERVICE.

   1. Company may from time to time charge fees for the use of the Services (“Fees”). Our Fees, if any, are specified on the applicable Services. Unless otherwise stated, Fees are quoted in Canadian dollars. You are responsible for paying all applicable Fees, and for all applicable taxes (which are not included in the Fees). Fees are non-cancellable and non-refundable.
   2. Payment of Fees may be processed using third-party payment providers. By making a payment through a third-party payment provider, you agree to abide by their terms and conditions. If payment is not received or is declined by the third-party payment provider, Company may suspend or terminate access to the Services, in whole or in part, until payment is received. Company reserves the right to change Fees at any time, with or without notice.

5. 5. ACCESS TO SERVICES; CANCELLATION

   1. Company reserves the right to refuse access to any user who violates these Terms of Use or for any other reason deemed appropriate by the Company.
   2. Company may modify, suspend, or terminate access to the Services at any time, with or without notice, for any reason, including but not limited to maintenance, upgrades, or security reasons.
   3. Client may cancel access to the Services at any time by contacting Company through the “Contact Us” link. through their account profile. Access to Services and related data, including personal logs to completed and/or accessed programs within the Services, will no longer be available upon cancellation.

6. 6. PROPRIETARY RIGHTS

   1. Company grants a time-limited, non-exclusive, and non-transferable license to Client to use the Services that is has registered for, and paid for (where applicable). Company or its licensors reserve all other rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein. Client may not: (a) work around any technical limitations in the Services; (b) reverse engineer, decompile or disassemble the Services; (c) publish the Services for others to copy; (d) permit any third party to access the Services except as permitted herein; (e) rent, lease, sell, or lend the Services; (f) create derivative works based on the Services; (g) use the Services for commercial purposes; (h) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services; or (i) use the Services in any way that is against the law.

7. 7. WARRANTIES AND DISCLAIMERS. 

   THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICES ARE ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, AND DAMAGES THAT ARISE FROM OR RELATE TO SUCH MATERIAL. 

8. 8. LIMITATION OF LIABILITY

   IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, INCLUDING THIRD PARTY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR THIRD PARTY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

   COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE: (i) AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM(S) AROSE; OR (ii) THE SUM OF ONE THOUSAND DOLLARS ($1,000). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

9. 9. GENERAL TERMS.

   1. These Terms of Use are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, without regard to conflict of law principles. Any suit, action or proceeding arising out of or with respect to the Services, these Terms of Use or any judgment entered by any court in respect thereof shall be brought exclusively in the province or federal courts located in Toronto, Ontario, and each of Client and Company hereby irrevocably accepts the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding. 
   2. Notices to you may be made via email, website posting and/or through the Services.
   3. Upon notice, Company may modify, update, or amend these Terms of Use at any time, at its sole discretion. Any changes to these Terms of Use will be effective immediately. Client’s continued use of the Services after such amendments constitutes Client’s acceptance of the revised terms. It is the Client’s responsibility to review these Terms of Use periodically to stay informed of any changes. If you do not agree to any of these terms or any future amendments, do not use or access (or continue to access) the Services.
   4. Except for the obligation to make payments, neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control.
   5. The parties are independent contractors. These Terms of Use do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms of Use.
   6. No failure or delay by either party in exercising any right under these Terms of Use shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
   7. If any provision of these Terms of Use are held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Use shall remain in effect.
   8. You may not assign your rights or obligations under these terms without Company’s prior written consent. If consent is given, these Terms of Use will bind your successors and assigns. Any attempt by You to transfer your rights, duties, or obligations under these Terms of Use except as expressly provided in these Terms of Use is void. Company may freely assign its rights, duties, and obligations under these Terms of Use.
   9. These Terms of Use constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements (including, but not limited to, any prior versions of these Terms of Use), proposals or representations, written or oral, concerning its subject matter.