TERMS OF USE

Effective Date:  December 7, 2020

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OR ACCESSING THIS WEBSITE AND THE SERVICE.  BY USING OR ACCESSING THIS WEBSITE AND THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU DO NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT ACCESS OR USE THIS WEBSITE AND THE SERVICE.

YOU SHOULD PRINT A COPY OF THESE TERMS OF USE FOR FUTURE REFERENCE.

  1. Definitions

In these Terms of Use: 

  • “Disputes” has the meaning prescribed under Section 17.
  • “Distribute” means to incorporate, run, submit, use, display, copy, upload, post, reproduce, embed, communicate, publish, distribute, create derivative works of, adapt, translate, perform, transmit, arrange, modify, export, merge, transfer, share, outsource and/or make available.
  • includes” and “including” means including without limiting the generality of the foregoing.
  • “Licence” has the meaning prescribed under Section 8.
  • “Marks” means the APPRENTISSAGE ILLIMITÉ INC. name and logo, PAUL ET SUZANNE DESIGN name and logo, LES CONTES QUI COMPTENT name and logo, STORIES THAT COUNT name and logo, LES MOTS POUR LE DIRE name and logo, KANATA name and logo, ENFANTS DE LA PLANÈTE name and logo, LISA ET THÉO  name and logo, and any other trademarks, trade dress, designs, trade names, domain names and logos appearing on or in connection with the Service.
  • “Operator” means Apprentissage Illimité Inc. including all of its affiliates, subsidiaries, shareholders, officers, directors, agents, users, representatives, contractors, suppliers, customers, licensors, licensees, partners, affiliates and employees.  From time to time, the Operator is referred to in these Terms of Use as “we” or “us”.
  • person” includes natural persons and any type of incorporated or unincorporated entity.   
  • “Registration Data” has the meaning prescribed under Section 9.
  • “registered user” means a person who has created and registered an account with the Service.
  • “Service” means the Site, as well as any online services offered on the Site by the Operator, including providing book streaming service, audio books, videos, digital educational games, educational content. 
  • Site” means this website, having the URL https://aha-theque.com/, as well as any related applications made available by the Operator on the Site and in any app stores for use on mobile devices, tablets, personal computers and other devices and subdomains and subsidiary sites, and all of the related web pages relating thereto, including, but not limited to, content, user interfaces, design documents, test plans and scripts, visual interfaces, applications and software (whether in source, object or executable code), information, photographs, images, ideas, modifications, improvements, processes, illustrations, audio clips, training videos, videos, video clips, data, research results, code, designs, drawings, reports, studies, manuals, pictures, graphs, graphics, text, files, icons, user accounts, titles, themes, programs, specifications, packaging, media, literary and/or artistic works, musical and/or  dramatic works, objects, techniques, screen display, audio visual display or presentation, algorithms, new and useful art, databases, dialogue, locations, concepts, artwork, animations, sounds, musical compositions, compilations, audio-visual effects, methods of operation, moral rights, look and feel, company names, business names, domain names, multi-media, keywords, the Marks, trademarks, goodwill, trade dress, logos and trade names, or other materials uploaded, downloaded and/or contained in or electronically Distributed on the Site or the Service, including the manner in which the said content and information is presented or appears, together with all intellectual property rights therein.  
  •  “Terms of Use” means these Terms of Use, including the Privacy Policy on the Site and other policies, operating rules and procedures referenced herein and/or available by hyperlink in these Terms of Use, and any additional terms, conditions or future modifications as described herein.
  • use” or “uses” includes accessing, registering, viewing, reading, copying (whether in whole or in part), creating an account, Distributing User Content, and purchasing.
  • user” means a person who uses and accesses the Service in any manner, including merely accessing or viewing the Site, and includes a registered user, visitor, customer, contributors of User Content, or browser.  Such a person is referred to in these Terms of Use as “user” or “you”.
  • “User Content” means any and all content, material and information Distributed by users via the Service, including any user-generated content about the Operator’s products and services, including questions, suggestions, information, inquiries, testimonials, feedback, reviews, emails, ideas, drawings, comments, opinions, audio, videos, images, data, concepts, designs, product names, trademarks, photographs, or other content or material, including any intellectual property rights relating thereto.   
  1. Your Acceptance of these Terms of Use

Welcome to the website and online service of the Operator.  This is a legal agreement between you and the Operator.  These Terms of Use govern your use of the Service. Each time you use the Service, you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent, to be bound by these Terms of Use, whether or not you are a registered user of our Service. You must obey the Operator‘s policies as stated in these Terms of Use as well as all other operating rules, policies and procedures that may be published from time to time on the Service, each of which is incorporated herein by reference and each of which may be updated by the Operator from time to time without notice to you. You represent and warrant that you have the legal authority to agree to and accept these Terms of Use on behalf of yourself and any person you purport to represent.  IF YOU DO NOT AGREE WITH EACH PROVISION OF THESE TERMS OF USE, OR YOU ARE NOT AUTHORIZED TO AGREE TO AND ACCEPT THESE TERMS OF USE ON BEHALF OF THE PERSON YOU PURPORT TO REPRESENT, THEN PLEASE DO NOT ACCESS OR USE THE SERVICE.  

The Service is for convenience and informational purposes only and is not intended to convey advice or recommendations, or an offer to sell any product or service.  These Terms of Use are in addition to any other agreement you may have with the Operator, including a transaction agreement.  Your use of the Service includes the ability to enter into agreements and/or to make offers to purchase electronically. IF YOU CHOOSE TO ENTER INTO AGREEMENTS AND/OR TO MAKE OFFERS TO PURCHASE ELECTRONICALLY, YOU ACKNOWLEDGE THAT YOUR ELECTRONIC COMMUNICATIONS ARE SUFFICIENT TO CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC COMMUNICATIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SITE AND THE SERVICE. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility. 

  1. Permission to Use the Service 

You may not use the Service if you live in a jurisdiction where use of the Service or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Service is lawful, and you must comply with all applicable laws.  

  1. Changes to Terms of Use

The Operator reserves the right, at its sole discretion, to change, amend, modify, add or remove terms and conditions contained in these Terms of Use, at any time, without further notice by posting any changes on the Service.  Any new terms or conditions will be effective as soon as they are posted. It is your responsibility to check these Terms of Use periodically and you are deemed to be aware of such changes. Your continued use of the Service following the posting of such changes will mean that you accept and agree to the changes.  If you do not agree to the changes, please stop using the Service.

  1. Purpose

The Service provides streaming of books, and streaming and listening to audio books and ebooks. 

  1. Ownership of the Service

The Service is the proprietary property of Apprentissage Illimité Inc., its suppliers or its licensors, as the case may be. Unless expressly stated otherwise, the Service is protected by copyright and other intellectual property laws. 

  1. Trademarks

The Marks are registered or unregistered trademarks, trade dress, designs, domain names, trade names and logos owned or licensed by the Operator. All other trademarks, designs, domain names, trade names and logos not owned by the Operator that appear on the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Operator. 

Any use of the Marks, except as expressly provided in these Terms of Use, is strictly prohibited. Nothing appearing on the Service or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use in any manner any of the Marks.

  1. Permitted Use of the Service 

We acknowledge that when you obtain access to the Service, your computer downloads a copy of the information that is on it.  Provided that you are eligible for use of the Service and subject to these Terms of Use, the Operator hereby grants to you a limited personal, non-exclusive, non-sublicenseable, worldwide, revocable, non-assignable and non-transferable right and licence, to access, read, display on your computer, download and print a single copy of the text and images which are available on the Site (including any forms available on the Site which are designated for printing), solely for your personal and non-commercial use in connection with viewing the Site on any computer and any mobile devices, tablets, personal computers and other devices which you own and control, subject to any usage rules or other restrictions set out by the device manufacture, app store provider or platform operator for the term of these Terms of Use (the “Licence”).

The Licence is personal to you, and may not be assigned, transferred or sub-licensed to any other person. Without limiting the generality of the foregoing, you may not make any commercial use of the Site, include the Site in or with any product that you create or Distribute, or copy the Site onto your, or any other person’s, website. You will keep all copyright and other proprietary notices intact. Your use of the Service does not transfer to you any ownership or other rights in the Service. You may use the Service only in the manner described expressly in these Terms of Use and subject to all applicable laws. The Service may NOT be modified, copied, Distributed, forwarded, framed, reproduced, republished, downloaded, displayed, posted, uploaded, incorporate, transmitted, sold or exploited in any form or by any means, in whole or in part, without the Operator’s prior written permission, except as expressly permitted by these Terms of Use or by applicable copyright laws. Using the Service for any other purpose or in any other manner is strictly prohibited. The Operator retains all rights not expressly granted hereunder. ANY USE OF THE SERVICE, OTHER THAN AS SPECIFICALLY AUTHORIZED UNDER THESE TERMS OF USE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OPERATOR, IS STRICTLY PROHIBITED AND WILL TERMINATE THE LICENCE.  THE LICENCE IS REVOCABLE BY THE OPERATOR AT ANY TIME WITHOUT NOTICE AND WITH OR WITHOUT CAUSE. 

You acknowledge and agree that the availability of certain applications related to the Service is dependent on the third party from which you received the application. Each application store may have its own terms and conditions to which you must agree before downloading the application from it. The Licence is conditioned upon your compliance with all applicable terms and conditions of the applicable application store.

  1. Account Registration

You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by any registration form(s) on the Service, including your name, phone number, address, geographical location and billing address (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, including a valid email address.  If you provide any information that is untrue, inaccurate, not current or incomplete, the Operator has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).  

Registered users will receive a password and account designation upon completing the Service registration process. You are responsible for maintaining the confidentiality of the password, account and account designation and are fully responsible for all activities that occur under your password, account designation or account. You agree to: (a) immediately notify the Operator of any unauthorized use of your password, account designation or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. You agree that the Operator cannot and will not be liable for any loss or damage arising from your failure to keep your password and account secure.

You may not transfer or sell your account and account designation to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to these Terms of Use. You may not use the Service to direct shoppers to another online selling venue to purchase the same products as listed in the Service. This includes posting links/URLs or providing information sufficient to locate the other online selling venue(s). You cannot use your account for the purpose of redirecting traffic to another web location.

The Service is not available to temporarily or indefinitely suspended registered users. The Operator reserves the right, in the Operator’s sole discretion, to cancel unconfirmed or inactive accounts. The Operator reserves the right to refuse the Service to anyone, for any reason, at any time.

  1. Purchase Terms and Conditions
    1. Order Acceptance   

      Advertisements on the Service, including the Site, are invitations to you to make offers to purchase products and services on the Service and are not offers to sell.  All prices and other amounts appearing on the Service are quoted in the lawful money of Canada.

      Your properly completed and delivered electronic order form constitutes your offer to purchase the products or services referenced in your order. Your order will be deemed to be accepted only if and when we send an order acceptance confirmation email to your email address. That order acceptance confirmation email constitutes our acceptance of your order and forms a legally binding contract between you and the Operator.

    2. Payment 

      The Operator accepts major credit cards, including Visa, Mastercard and American Express. The Operator will also accept payment via Apple Pay, Shop Pay and Google Pay. Please be sure to provide your exact billing address and telephone number, which should be the address and telephone number connected with your credit card or payment account. Incorrect information may cause a delay in processing your order.  The total price of your order will be charged to your method of payment when our order acceptance confirmation email and our order receipt confirmation email have been sent to your email address. 

      When you submit your electronic order form, you agree to pay in full for all products and services purchased through the Service, and you agree that the Operator may charge your credit card or payment account for any product or service purchased, including any applicable shipping, handling or processing fees, and for any additional amounts (including any taxes, customs fees and late fees, as applicable) as may be accrued to or in connection with your account. Purchases will include appropriate sales tax based on where the product or service is shipped and the sales tax rate(s) in effect at the time your order invoices.

      YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL AMOUNTS OWING BY YOU, AND FOR PROVIDING US WITH VALID CREDIT CARD OR PAYMENT ACCOUNT INFORMATION DETAILS FOR PAYMENTS OF ALL SUCH AMOUNTS. 

    3. Cancellation

      All unsatisfied users may contact the Operator directly for a refund. You acknowledge that, depending on the form of payment you use, return payment charges from a financial institution or third party payment processor may apply which you will be responsible to pay. The Operator does not charge additional fees for return payments other than for the actual cost incurred at the applicable financial institution or third party payment processor to process the return payment, if any.  

    4. Changes/Corrections/Availability

      The Operator reserves the right to: (a) correct any error, inaccuracy or omission at any time without prior notice or liability to you or any other person; (b) change at any time the products and services advertised or made available on the Service, the prices, fees, charges and specifications of such products and services, any promotional offers and any other part of the Service without any notice or liability to you or any other person; (c) reject, correct, cancel or terminate any order, including accepted orders for any reason; and (d) limit quantities available for sale.

    5. Misprints and Errors

      The Operator endeavours to provide current and accurate information on the Service.  However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. The Operator cannot guarantee that products and services advertised on the Service will be available when ordered or thereafter. The Operator does not warrant that the Service, including, without limitation, product descriptions or photographs, is accurate or complete.

    6. Your Information

      We rely on the information you provide through the Service, including Registration Data, payment information (credit card numbers and expiration dates), and transaction-related information, which must be true, accurate, current and complete. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, we or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your Registration Data and payment information within 30 days of any change.

    7. Encryption

      The Service uses encryption technology to protect credit card information and payment account information from access by unauthorized third parties.  However, the Operator cannot guarantee that the encryption technology will operate as intended or that a third party will not be able to access such information.  BY SENDING ANY SENSITIVE INFORMATION OVER THE INTERNET IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU AGREE THAT THE OPERATOR WILL NOT HAVE ANY LIABILITY IF THE APPLICABLE ENCRYPTION TECHNOLOGY FAILS TO PROTECT YOUR INFORMATION. 

    8. Discounts and Promotions

      The Operator may make discounts and “free shipping” promotions available on certain items or in certain circumstances. Discounts and promotions are governed by these Terms of Use and any additional terms and conditions set out by the Operator applicable to the particular discount or promotion. By participating in our discount or promotions programs, you signify your agreement and acceptance of these Terms of Use and any additional terms and conditions applicable to such discount or promotion. 

  1. User Content

Please do not Distribute User Content on or through the Service.  We want to avoid the possibility of future misunderstandings when projects developed by us or under our direction might seem to others to be similar to their own creative work.  We therefore ask that you not Distribute any User Content.  

If you do Distribute User Content on or through the Service, all right, title and interest in the User Content shall be deemed the sole exclusive property of the Operator.  When you Distribute User Content, you assign and transfer and/or shall cause the assignment and transfer over to the Operator of any right, title and interest, world-wide, you may have or may in the future acquire in and to the User Content, without any remuneration.  You agree, at the request of the Operator, to do or to cause all lawful acts to secure and protect the Operator’s rights and interests in the User Content, without any compensation, but without expense to you, and you agree, when requested by the Operator, to execute, acknowledge and deliver to the Operator, without compensation but without expense to you, any and all instruments, assignments, waivers and documents relating thereto.  You waive all of your moral rights in the User Content that you make available on or through the Service in favor of the Operator. 

When you Distribute User Content on or through the Service, you represent and warrant: (1) that you own or otherwise control all of the rights to the User Content or that you otherwise have obtained all rights and consents that are necessary to transfer ownership of the User Content to the Operator; (2) that the User Content is accurate; (3) that use and Distribution of the User Content will not infringe the rights of any third party and will not otherwise cause injury to any person or entity; (4) that you will immediately notify us of any User Content that does not comply with these Terms of Use or may infringe the rights of a third party or third parties; and (5) that the User Content is original to you and that no other party has any rights thereto. 

YOU AGREE TO INDEMNIFY THE OPERATOR FOR ALL CLAIMS BROUGHT BY A THIRD PARTY AGAINST THE OPERATOR ARISING OUT OF YOUR USER CONTENT, INCLUDING ANY CLAIM IN RESPECT OF INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR A CLAIM ARISING OUT OF OR IN CONNECTION WITH A BREACH OF ANY OF THE ABOVE REPRESENTATIONS AND WARRANTIES. THE OPERATOR TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONTENT DISTRIBUTED BY YOU OR ANY THIRD PARTY. 

The Operator considers any User Content Distributed on or through the Service to be non-confidential, and the Operator shall not be liable for the disclosure or use of such User Content.  If, at the Operator’s request, you send User Content to improve the Service, the Operator will also consider that User Content to be non-confidential, and the Operator will not be liable for the use or disclosure of the User Content.  Any communication by you to the Operator is subject to these Terms of Use.

If applicable, the Operator shall have the right but not the obligation to monitor, edit, refuse to post or remove any User Content. Without limiting the foregoing, the Operator shall have the right to remove any material that the Operator, in its sole discretion, finds to be in violation of the provisions of these Terms of Use, or otherwise objectionable.  Although the Operator reserves the right to remove, without notice, any User Content for any reason, the Operator has no obligation to delete User Content that you may find objectionable or offensive. 

  1. Rules of Conduct 

You agree that you will be personally responsible for your use of the Service and for all of your communication and activity in using the Service, including any User Content you Distribute via the Service.  YOU AGREE AT ALL TIMES TO INDEMNIFY, DEFEND AND HOLD THE OPERATOR HARMLESS FROM ANY AND ALL LIABILITY OR DAMAGES ARISING FROM YOUR CONDUCT ON THE SERVICE, INCLUDING ANY USER CONTENT THAT YOU DISTRIBUTE VIA THE SERVICE AND/OR INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.  

As a condition of using the Service, you agree to all of the following: 

  • You may be required to select a user name and password to access certain aspects of the Service, including to purchase products and services. You are responsible for maintaining the confidentiality of your user name and password.  
  • You are responsible for all activity that occurs under your user name.
  • You are solely responsible for your conduct and any User Content that you Distribute on the Service or that you allow others to Distribute on the Service.
  • You will not Distribute any User Content to, on or through the Service that is fraudulent, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, slanderous, pornographic, invasive of another’s privacy, or hateful.  
  • You will not Distribute any User Content that infringes or violates a patent, trademark, trade secret, copyright or other intellectual property rights of another person or entity, or that violate any right of privacy, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
  • You will not transmit any worms or viruses, spyware, malware, bugs or any other harmful or destructive code to or through the Service.
  • You will not Distribute to, on or through the Service any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
  • You may not link to or frame the Service, or any portion thereof, except as provided herein. The Operator does not permit activities such as bring-up or presenting content of the Service within another website.  In this regard, without limiting the provisions contained in these Terms of Use, you may not frame any webpage from the Service.  Further, you may not archive, cache or mirror any of the Service, or any part thereof.
  • You will not use the Service for any illegal or unauthorized purpose or violate any applicable, state, provincial, federal, or local laws in your jurisdiction (including but not limited to intellectual property laws, criminal laws against money laundering, or tax laws).
  • You will not “stalk” or otherwise harass anyone on or through the Service.
  • You will not pretend that you are, or that you represent, someone else, or impersonate any other person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • You will not access another registered user’s account without that registered user’s permission, nor will you compromise another registered user’s account.  You agree that if such acts are brought to the attention of the Operator, the Operator may (1) immediately terminate your account, if any; and (2) provide all relevant information to law enforcement officials in order to assist in an investigation of your actions. 
  • You will not violate nor attempt to violate the security of the Service, including, without limitation: 
    • accessing data not intended for you, including logging into a server or account which you are not authorized to access;
    • attempting to probe, scan or test the vulnerability of a system or network to breach security or authentication measures without proper authorization;
    • using any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;
    • taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or the Operator’s systems or networks, or any systems or networks connected to the Service or to the Operator’s systems;   
    • conducting a reverse look-up, tracing or seeking to trace any information on any other user to its source, or exploit the Service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service;
    • attempting to interfere with, disrupt or disable service to any user, host or network, including, without limitation, via means of “denial of service” attacks, overloading, “flooding”, “mailbombing” or “crashing”;
    • disrupting network nodes or network services or otherwise restricting, inhibiting, disrupting or impeding the Operator’s ability to monitor or make available the Service; or
    • taking any action in order to obtain services to which you are not entitled.
  • You shall not transmit email or any other content that includes personal or identifying information about another person without that person’s explicit consent.
  • You shall not transmit email or any other content that is false, deceptive, misleading, deceitful, or constitutes “bait and switch”.
  • You shall not sublicense, reproduce, duplicate, copy, rent, lease, sell, resell, exploit, redistribute, modify, create derivative works from, reverse engineer, broadcast, Distribute, disseminate, decompile, publish, transmit, translate, adapt or vary any of the Service, or any portion thereof, including but not limited to the Site, in any form or by any means whatsoever, be they physical, electronic or otherwise.
  • You shall not remove any copyright, trademark or proprietary notices from any copies of the Service.
  • You shall not create a database in electronic or structured manual form by systematically downloading and storing all or any of the Service.
  • Your use of the Service cannot in any way harm or prejudice the image or perception of the Service or the Operator to others receiving the information on the Service. 
  1. Links to Other Sites & Resources

While the Service may contain links to external sites or resources, the Operator is not responsible for the content of any of the linked external sites or resources. The Operator provides these links as a convenience. THE OPERATOR DOES NOT ENDORSE ANY EXTERNAL SITE OR RESOURCE OR ACCEPT RESPONSIBILITY OR LIABILITY FOR ITS CONTENT, PRODUCTS, SERVICES, ACCURACY, AUTHENTICITY, TIMELINESS OR COMPLETENESS. You access these linked external sites and resources at your own risk. You may find some content to be offensive, harmful, inaccurate, or deceptive. You agree that the Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on or through any such external sites or resources. 

The Service may contain the opinions, advice, statements and views of other users. Given the interactive nature of the Service, we cannot endorse, guarantee, or be responsible for the accuracy, efficacy, or veracity of any content generated by our users. Any opinions, advice, statements and views expressed or made available by third parties, including registered users and users, are those of the respective author(s) or distributor(s) and not of the Operator. THE OPERATOR NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT OR VIEW MADE ON THE SERVICE BY ANYONE OTHER THAN AUTHORIZED THE OPERATOR EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES.

  1. Disclaimers and Limitation of Liability 

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOU AGREE THAT THE SERVICE AND ALL PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED BY THE OPERATOR ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING.  YOU FURTHER AGREE THAT YOUR USE OF THE SERVICE AND ALL PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE BY THE OPERATOR SHALL BE AT YOUR SOLE RISK.  

TO THE FULLEST EXTENT PERMITTED BY LAW, THE OPERATOR DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, IN CONNECTION WITH THE SERVICE, THE USER CONTENT, THE SITES AND RESOURCES LINKED TO THE SERVICE, ALL PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE AND YOUR ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS, SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 

THE OPERATOR MAKES NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS ABOUT THE TRUTHFULNESS, ACCURACY OR COMPLETENESS OF THE USER CONTENT, THE SERVICE AND/OR THE CONTENT OF ANY SITES OR RESOURCES LINKED TO THE SERVICE, OR THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, SECURITY OR SAFETY OF ANY SITES OR RESOURCES LINKED TO THE SERVICE, THE USER CONTENT, THE SERVICE AND/OR THE SERVICES AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, AND THE OPERATOR ASSUMES NO LIABILITY OR RESPONSIBILITY THEREOF. 

THE OPERATOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (E) ANY ERRORS OR OMISSIONS IN THE SERVICE AND USER CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OR ACCESS OF THE SERVICE OR USER CONTENT DISTRIBUTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.  

IN NO EVENT SHALL THE OPERATOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO (A) PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE; (B) THE SERVICE AND YOUR ACCESS AND USE THEREOF; (C) THE USER CONTENT; (D) THE SITES AND RESOURCES LINKED TO THE SERVICE; AND (E) THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY THE OPERATOR OR ANY PERSON FOR WHOM THE OPERATOR IS RESPONSIBLE, AND EVEN IF THE OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.  IN THOSE JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF THE OPERATOR SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.  

YOU HAVE SOLE RESPONSIBILITY FOR ANY DECISIONS YOU MAKE BASED ON INFORMATION CONTAINED IN THE SERVICE.  IF YOU USE THE SERVICE, YOU ARE AGREEING THAT THIS LIMITATION OF LIABILITY IS REASONABLE AND IN KEEPING WITH THE NATURE OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE OPERATOR IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.  

THE OPERATOR WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOU OR ANY THIRD-PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF CONFIDENTIAL OR PROPRIETARY INFORMATION THAT YOU MAKE OR THAT YOU EXPRESSLY OR IMPLICITLY AUTHORIZE THE OPERATOR TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION. 

THE OPERATOR’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO THE OPERATOR IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM THE OPERATOR SHALL CREATE ANY WARRANTY. 

YOU AND THE OPERATOR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE, ANY PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, THE USER CONTENT, YOUR ACCESS AND USE OF THE SERVICE, ANY SITES OR RESOURCES LINKED TO THE SERVICE OR THESE TERMS OF USE, MUST COMMENCE AND BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  1. INDEMNITY 

BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO INDEMNIFY AND HOLD THE OPERATOR HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, PROCEEDINGS, COSTS, DAMAGES, DEMANDS, LIABILITIES, EXPENSES OR TAX ASSESSMENTS, WHATSOEVER, INCLUDING REASONABLE LEGAL FEES AND DISBURSEMENTS, ARISING OUT OF, SUSTAINED, INCURRED OR PAID BY US, DIRECTLY OR INDIRECTLY, IN RESPECT OF (a) YOUR USE AND ACCESS OF THE SERVICE; (b) YOUR ACTUAL OR ALLEGED BREACH OF THESE TERMS OF USE; (c) YOUR USE OF ANY SITES OR RESOURCES LINKED TO THE SERVICE; YOUR ACTUAL OR ALLEGED INFRINGEMENT BY YOU, OR ANY THIRD PARTY USING YOUR ACCOUNT OR PASSWORD, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY; (e) ANY USER CONTENT YOU DISTRIBUTE ON OR THROUGH THE SERVICE OR WHICH IS SENT TO US BY E-MAIL OR OTHER CORRESPONDENCE; AND/OR (f) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR RIGHTS OF ANOTHER.

  1. Privacy

The Operator collects, uses and discloses users’ personal information in accordance with its Privacy Policy, which may be available on the Service or upon written request. The Operator’s Privacy Policy may be changed from time to time by the Operator in its discretion without any notice or liability to you or any other person by making an amended Privacy Policy accessible through the Service. By accepting these Terms of Use, and each time you use the Service, you consent to the collection, use and disclosure of your personal information by the Operator in accordance with the Privacy Policy as it then reads. 

  1. Governing Law and Forum 

The Operator and the Service (excluding linked websites or resources) are physically located within the Province of Manitoba, Canada. These Terms of Use will be governed by the laws of the Province of Manitoba and the federal laws of Canada and shall be treated in all respects as a Manitoba contract, without reference to the principles of conflicts of law. Any dispute between you and the Operator or any other person arising from, connected with or relating to the Service, these Terms of Use, or any related matters (collectively, “Disputes”) will be resolved before the Courts of Manitoba, sitting in the City of Winnipeg, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes. Notwithstanding the foregoing, you and the Operator may apply to the court in any jurisdiction to obtain injunctive relief and any other available equitable or legal remedy regarding any matter relating to confidentiality, intellectual property rights or proprietary rights.

You and the Operator expressly exclude the UN Convention on Contracts for the International Sale of Goods and The International Sale of Goods Act (Manitoba), as amended, replaced or re-enacted from time to time. 

You agree to waive any right that you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against the Operator related to the Service, the User Content, these Terms of Use, any sites or resources linked to the Service and/or the products and services included on or otherwise made available to you through the Service. You also agree to opt out of any class proceedings against the Operator. 

You and the Operator have required that these Terms of Use and all documents relating thereto be drawn-up in English. Vous et the Operator avez demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais. 

You consent to the exchange of information and documents between us electronically over the internet or by email.  You agree that this electronic agreement shall be equivalent of a written paper agreement between us. 

Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this Section. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Service. Some jurisdictions may have restrictions on the use of the internet by their residents. You agree not to impersonate another person in your use of the Service or the sending of any e-mail to an address listed on the Service.

  1. Termination

Notwithstanding any other provision of these Terms of Use and without prejudice to any other rights we may have, the Operator may, in its discretion and for its convenience, at any time, change, discontinue, delete, deactivate, modify, restrict, suspend or terminate, immediately, temporarily or permanently, these Terms of Use, your password, your account, the User Content and/or the Service, or any part thereof, without any notice or liability to you or any other person, for any reason.

If we terminate your account, your right to use the Service will immediately cease. You may terminate your account at any time and for any reason, and we will make available through the Service reasonable means for you to do so. If you do not comply with these Terms of Use at any time, the Operator reserves the right to immediately suspend or terminate your access to the Service, or any part thereof, and/or your account, if any. 

If these Terms of Use or your permission to access or use all or any part of the Service is terminated for any reason, then these Terms of Use and all other then existing transaction agreements between you and the Operator will continue to apply and be binding upon you regarding your prior access to and use of the Service, and anything connected with, relating to or arising therefrom. You agree that the Operator shall not be liable to you or any third-party for any termination of your access to and use of the Service or any part thereof.   

Any such termination by the Operator shall be in addition to and without prejudice to such rights and remedies as may be available to the Operator, including injunction and other equitable remedies. 

All provisions of these Terms of Use will survive termination or expiry of these Terms of Use, including without limitation, the disclaimers, limitations on liability, warranties, representations, ownership, termination, interpretation, intellectual property and indemnity provisions of these Terms of Use.

  1. General 
    1. Entire Agreement

      These Terms of Use, as they may be amended from time to time in accordance with the provisions of these Terms of Use, and all other then existing transaction agreements between you and the Operator constitute and contains the entire agreement between you and the Operator with respect to your use of the Service and with respect to the subject matter hereof and supersedes any prior oral or written agreements. In the event of a conflict between these Terms of Use and any policies, rules or procedures posted on the Service, these Terms of Use will prevail.

    2. Relationship

      No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

    3. Assignment and Enurement

      The Operator may assign these Terms of Use to any third party. These Terms of Use cannot be assigned or transferred, in whole or in part, by you.  These Terms of Use will enure to the benefit of and be binding upon each of you and the Operator and our respective heirs, executors, personal representatives, successors and permitted assigns.

    4. No Waiver

      No waiver of any provision of these Terms of Use shall be binding on the Operator unless executed by the Operator in writing. No waiver of any of the provisions of these Terms of Use shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.  The failure of the Operator to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. 

    5. Severability

      Any provision of these Terms of Use which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of these Terms of Use or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

    6. Headings

      All article or section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement. 

    7. Unsolicited Commercial Electronic Messages

      The inclusion of any email addresses on the Service does not constitute consent to receiving unsolicited commercial electronic messages or SPAM.

    8. Currency

      All references to money amounts in these Terms of Use, unless otherwise specified, are in the lawful money of Canada.

    9. Read and Understood

      I have read and accept the terms and conditions in these Terms of Use.

  1. Contact Us

If you have any questions, concerns or comments, please contact us at 

Apprentissage Illimité Inc.

Mailing Address: 48 Woodlawn Avenue, Winnipeg, MB

Telephone No.:  1-866-898-9306 (toll-free) or 204-257-1407

E-mail:  info@freynet-gagne.com

© Copyright (2020) Apprentissage Illimité Inc. All rights reserved. 

EN FR

To use this site, please review our End User Licence Agreement below.

END USER LICENCE AGREEMENT

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “I ACCEPT” BUTTON OR LINK, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON OR LINK OR EXIT THE SOFTWARE.

BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND ANY ADDITIONAL TERMS AND CONDITIONS OR FUTURE MODIFICATIONS.

NOW THEREFORE in consideration of the foregoing and the mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:

  1. DEFINITIONS

    1. Definitions. The following terms, wherever used in this Agreement, shall have the respective meanings set forth below:
      1. “Agreement” means this End User Licence Agreement and all of the schedules and appendices attached hereto, and any additional terms, conditions or future modifications as described herein. 
      2. “Apprentissage” means Apprentissage Illimité Inc., a corporation incorporated under the laws of Manitoba, and includes all of Apprentissage’s affiliates, subsidiaries, shareholders, officers, directors, agents, representatives, contractors, suppliers, customers, licensors, licensees, partners, employees, successors and assigns, except for the Licensee.
      3. “Canada’s Anti-Spam Legislation” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, as amended.
      4. “Confidential Information” means any and all information, whether disclosed in writing, electronically, orally, in machine readable form or otherwise, of any nature and in any form, and whether or not specifically marked as confidential, including but not limited to, the terms and agreements contained in this Agreement, the information gathered by inspection or heard by the Licensee from an inspection of any property, activities or facilities of Apprentissage, the Software, the Results, business plans, business strategies, research and development plans, marketing plans, pricing information and any other technical, engineering, manufacturing, product, servicing, personnel, business or financial information, which is provided, developed, made available or disclosed by Apprentissage to the Licensee, or that the Licensee prepares that contain or otherwise reflect a review of any of the information referred to in this Section.
      5. “Content Licence” has the meaning assigned to it in Section 4.2(b).
      6. “Defaulting Party” has the meaning assigned to it in Section 10.2(c).
      7. “Disagreement” has the meaning assigned to it in Section 11.2. 
      8. “Intellectual Property” means any and all rights in and in relation to any intellectual and industrial property of every nature, under the laws of any country, whether registered or unregistered, including without limitation, improvements, modifications, developments, trade secrets, proprietary information, know-how, derivative works, copyrights, moral rights, databases, data structures, database designs, screenshots, database indices, modules, objects, classes, packages, in-line comments, user interfaces, design documents, test plans and scripts, computer programs, applications and software (whether in source, object code or executable formats) and related documentation and manuals, literary and/or artistic works, compositions, compilations, diagrams, designs, domain names, patents (including without limitation, divisions, reissues, substitutions, prolongations, continuations, re-examinations, continuations in part, renewals, modifications and extensions thereof), trademarks, trade dress, rights under registered user agreements, trade names, corporate names, business names, social media handles, hashtags, keywords and other trademark and service mark rights and goodwill, industrial designs, models and utility models, prototypes, inventions, ideas, data, suggestions,  conceptions, formulations, compounds, methods, discoveries, processes, compositions, research data and results, project plans, notes, testing materials, logs,  drawings, information, findings, results, technologies, materials, formulae, specifications and architecture, data, techniques, instructions, manuals, records, look and feel, integrated circuit topography, studies, blueprints, packaging, reports, files, samples, photographs, graphs, graphics, text files, websites (including all of the related web pages, content, software, information, photographs, images, illustrations, audio clips, video clips, data, code, graphics, text files, icons, titles, objects, concepts, artwork, animations, text, sounds, audio-visual effects, methods of operation and the look and feel of the content and information), drawings, interfaces, screen display, audio visual display or presentation, algorithms, documentation and media, and procedures, in whatever form or medium, including:
        1. the benefit of all registrations and applications to register as well as all rights to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof); 
        2. any other statutory protection of whatever kind;
        3. all such other rights which may be recognized under law, equity, contract or otherwise, to protect technical or other creative contributions or expressions; 
        4. confidential information, know-how and trade secrets; 
        5. all priority rights derived from any of the foregoing items and all rights in the nature of any of the foregoing items for any and all countries in the world; and
        6. all rights to sue for infringement, misappropriation and/or violation of any of the foregoing items and all rights in the nature of any of the foregoing items, whether arising prior to or subsequent to the date of this Agreement.
      9. “Licence” has the meaning assigned to it in Section 4.2(a).
      10. “Licensee” means a person who uses and accesses the Software and/or the Results in any manner.  Such a person is also referred to in this Agreement as “you”. 
      11. “Licensee Content” means any data and information distributed or submitted electronically or otherwise by you via the Software, including but not limited to, your name, email address and user accounts, including any Intellectual Property relating thereto.      
      12.  “Non-Defaulting Party” has the meaning assigned to it in Section 10.2(c).
      13.  “Requirements” has the meaning assigned to it in Section 7.3.
      14. “Results” means any and all results, reports and recommendations based on the Licensee Content, user data, analytics and/or user data results that Apprentissage provides to the Licensee. The term “Results” shall also include any modification or enhancement to the Licensee Content and any Intellectual Property relating thereto by Apprentissage, and any Intellectual Property made, conceived, acquired, suggested, discovered or developed by Apprentissage, or under Apprentissage’s direction, either solely or jointly with others, which relates to, relies on or uses the Licensee Content and all Intellectual Property relating thereto. 
      15. “Software” means the AHA-THEQUE software and platform, together with (a) all computer programs, software, website, database and/or multi-media content in object code form that are embedded in the said software and platform or delivered to the Licensee separately by Apprentissage and are designed to be used in conjunction with the said software and platform; and (b) all documentation relating to the said software and platform, including without limitation, manuals, handbooks and any user guides and/or other instructions concerning the access, use and/or operation of the Software.  
      16. “Subscribing Organization” has the meaning assigned to it in Section 2.1.
      17. “Subscription Fee” has the meaning assigned to it in Section 3.1.
      18. “Term” has the meaning assigned to it in Section 10.1.
      19. “Territory” means worldwide.
  2. SUBSCRIBING ORGANIZATION
    1. Subscribing Organization. If you are registering or using the Software or the Results on behalf of, or in connection with, your employment or engagement with a company, entity or organization (collectively, the “Subscribing Organization”), you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such Subscribing Organization to the terms and conditions of this Agreement, and you hereby do agree to be bound by the terms and conditions of this Agreement on behalf of such Subscribing Organization. In such a case, references to “you” and/or the “Licensee” in this Agreement shall be construed to mean you, the Subscribing Organization, and any other individual that uses the Software or the Results on the Subscribing Organization’s behalf or in connection with their employment with or engagement by such Subscribing Organization. To the extent your Subscribing Organization has a separate transaction agreement with Apprentissage, that agreement will define the order of precedence between the terms of this Agreement and that separate transaction agreement with respect to such Subscribing Organization, provided that you remain individually bound by the terms and conditions of this Agreement with respect to your use of the Software and the Results.
  3. FEES
    1. Fees & Payment.  Apprentissage shall charge the Licensee and the Licensee shall pay to Apprentissage a subscription fee described on  https://apprentissage.mb.ca/ or in any transaction agreement between you and Apprentissage (the “Subscription Fee”). The Subscription Fee shall be paid in accordance with this Agreement or any transaction agreement between you and Apprentissage, plus any applicable taxes (including any goods and services taxes), during the Term.  Apprentissage reserves the right to change at any time the Subscription Fee without any notice or liability to you or any other person. Any amounts remaining unpaid after the due date shall have interest charged thereon at a rate of 1.5% per month. If and when applicable, the Licensee shall pay all taxes and any related interest or penalty howsoever designated and imposed as a result of the existence or operation of this Agreement, the Results or the Software, except for taxes on the income or profits of Apprentissage.
  4. LICENCES
    1.  Delivery.  Subject to the terms and conditions of this Agreement:
      1. Apprentissage will host the Software on its servers for access and reasonable use by the Licensee; and
      2. Apprentissage shall, from time to time and at its sole discretion, provide the Results to the Licensee.
    2.  Licences. The parties agree that:
      1. Subject to the terms and conditions of this Agreement, Apprentissage hereby grants to the Licensee a personal, revocable, non-exclusive, non-assignable, non-transferable, non-sublicenceable right and licence to access and use the Software and the Results in the Territory for the Term in accordance with this Agreement (collectively, the “Licence”). For clarity, the Licence is personal to the Licensee, and the Licence may not be assigned, transferred or sublicensed to any other person or accessed and used for purposes other than as described in this Agreement. Using the Software and the Results for any other purpose or in any other manner is strictly prohibited. Apprentissage retains all rights not expressly granted hereunder.  Any access and use of the Software and the Results, other than as specifically authorized under this Agreement, including sublicensing to any person, without the prior written consent of Apprentissage, is strictly prohibited and may, at the discretion of Apprentissage, terminate the Licence.
      2. Subject to the terms and conditions of this Agreement, the Licensee hereby grants to Apprentissage a royalty-free, fully-paid, perpetual, irrevocable, transferable, sublicenceable, worldwide and non-exclusive right and licence to access, reproduce, copy, distribute, create derivative works of, adapt, translate, transmit, arrange, modify, host, bundle, use and fully exploit the Licensee Content and any Intellectual Property relating thereto (the “Content Licence”). Apprentissage can grant sublicences with respect to the Content Licence.
    3. Restrictions.  The parties agree that:
      1. The Licensee agrees and covenants (i) to keep all disclaimers and copyright, trademark and other proprietary notices intact on the Software and the Results; (ii) that access and use of the Software and/or the Results does not transfer to the Licensee any ownership or other rights in the Software or the Results; and (iii) to access and use the Software and the Results only in the manner described expressly in this Agreement and subject to all applicable laws. 
      2. The Licensee may not use, modify, enhance, translate, transfer, transmit, disclose, copy, release, communicate, reproduce, provide or make available to any third party, in any way, the Confidential Information, the Results and/or the Software, and all Intellectual Property relating thereto, in whole or in part, except as expressly provided for in this Agreement.  The Licensee shall not copy, use, analyze, translate, convert, reverse engineer, decompile, disassemble or otherwise reduce the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto,  to a human readable form, nor shall the Licensee permit any operator, employee, agent, outside consultant or other third party to do any of the foregoing. Any modification or enhancement to the Software, the Results and/or the Confidential Information, and any Intellectual Property relating thereto, other than as specifically authorized under this Agreement, without the prior written consent of Apprentissage, is strictly prohibited and may, at the discretion of Apprentissage, terminate the Licence and any Intellectual Property made, conceived, acquired, suggested, discovered or developed by the Licensee, or under the Licensee’s direction, either solely or jointly with others, which relates to, relies on or uses the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, shall be treated as Confidential Information of Apprentissage and shall be the sole exclusive property of Apprentissage. The Licensee agrees and covenants to disclose promptly in writing to Apprentissage any such Intellectual Property.  
      3. The Licensee shall not sell, market, rent, lease, transfer, distribute, sublicense or create derivative works of the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, in whole or in part, to any third party.
      4. This Agreement shall not be construed as granting or conferring any ownership, security right, title, rights or licences to use or modify in any manner the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, except for the Licence. 
      5. The Licensee agrees and covenants not to assign or grant a sublicense for this Agreement or any rights or licences obtained pursuant to it.  The Licensee has no right to grant sublicences. 
  5. ACKNOWLEDGEMENTS & COVENANTS
    1. Acknowledgements. The parties agree that:
      1. The Licensee agrees and acknowledges the validity of the Software and the Results. The Licensee shall not use or modify the Software or the Results in any manner likely to negate, impair or dilute any of the rights of Apprentissage. The Licensee shall not, either during the Term or at any time thereafter, contest or dispute or assist another in contesting or disputing, directly or indirectly, the validity, ownership, control or enforceability of any of Apprentissage’s right, title and interest in and to the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto.
      2. The Licensee agrees that it shall not at any time file any Intellectual Property, secure and/or register any Intellectual Property or maintain any Intellectual Property relating to or arising out of the Software, the Results and/or the Confidential Information, or any Intellectual Property relating thereto.
      3. The Licensee shall not, to the extent legally enforceable, file any action to challenge or raise any question or objection, or cause to be filed any such action or cause to be raised any such question or objection, to the validity, enforceability, registration or patentability of the Software, the Results and/or the Confidential Information, or any Intellectual Property relating thereto, on any grounds whatsoever.
      4. The Licensee shall provide to Apprentissage all such access, assistance and co-operation as is reasonably requested by Apprentissage in order to facilitate the performance by Apprentissage of its obligations hereunder.
      5. The Licensee shall access and use the Software and the Results in a careful and prudent manner in accordance with this Agreement.
      6. The Licensee shall (a) comply with all laws and directions of Apprentissage regarding the access and use of the Software and the Results; (b) not, nor shall the Licensee permit any person, other than Apprentissage’s authorized representatives, to modify, disassemble, perform maintenance on, service or attempt any repair or adjustment to the Software. 
      7. The Licensee agrees to assume the full risk for loss or damage to the Software and/or the Results, however caused, except if caused by the negligent act or omission of Apprentissage.
      8. The Licensee shall keep the Software, the Results and the Confidential Information free and clear of any liens or other encumbrances.
    2. Service Level. You shall ensure that your systems include reasonable attacker defences and security measures. Your systems shall be configured with reasonable security measures related to data theft (through SSL encryption) and unauthorized network access from other unlicensed computers within your end users.
    3. Licensee Costs.  The Licensee shall be solely responsible for:
      1. the cost of all necessary servicing, repair or correction of problems caused by viruses or other harmful components, unless such viruses or other harmful components are the direct result of Apprentissage’s negligence or wilful conduct; and
      2. the cost of acquiring, installing, operating, servicing, maintaining and updating all equipment, computers, software and communication services not owned or operated by or on behalf of Apprentissage that allows the Licensee to access and use the Software and the Results. 
    4. Availability. The Licensee acknowledges and agrees that the operation and availability of the systems used for accessing, using and interacting with the Software, the Results and/or the Licensee Content, including the public telephone, computer networks and the Internet, or to transmit information whether or not supplied by you or Apprentissage, can be unpredictable and may, from time to time, interfere with or prevent the access, the use and/or the operation of the Software, the Results and/or the Licensee Content. The Licensee acknowledges and agrees that the bandwidth and servers provided by Apprentissage are not guaranteed and the Licensee agrees not to use an unreasonable amount of bandwidth or unreasonably burden Apprentissage’s servers. Apprentissage is not responsible for any outages at the your premises, including internal network, local infrastructure or facilities, unless directly attributable to Apprentissage’s negligence or wilful conduct. In the event viruses are detected in your local client environment managed by Apprentissage, Apprentissage may be required to secure the systems by denying access to infected users. If the virus infection is traced back to you, you will be invoiced for remedying the virus. The Licensee acknowledges and agrees that the Results may not be available at all times and may contain inaccuracies. 
    5. Licensee Content. The Licensee acknowledges and agrees that Apprentissage has the perpetual and irrevocable right to delete any or all of the Licensee Content and the Results, including any Intellectual Property relating thereto, from Apprentissage’s servers and from the Software, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to the Licensee or any other party. THE LICENSEE UNDERSTANDS AND AGREES THAT APPRENTISSAGE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE, IN WHOLE OR IN PART, ANY LICENSEE CONTENT, RESULTS OR OTHER CONTENT RELATED TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION, DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON APPRENTISSAGE’S SERVERS OR SOFTWARE, AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.
    6. Representations & Warranties. When the Licensee distributes or submits the Licensee Content on or through the Software, the Licensee represents and warrants: (1) that the Licensee owns or otherwise controls all of the rights, including moral rights and Intellectual Property rights, to the Licensee Content; (2) that the Licensee can grant or has obtained all rights and consents that are necessary for the Licensee to grant any rights and licences described in this Agreement and relating to the Licensee Content to Apprentissage, including the Content Licence; (3) that the Licensee Content is accurate and is original to the Licensee and that no other party has any rights thereto; (4) that any and all access, use, submission, modification, transmission, creation of derivative works, adaptation, translation, hosting, bundling, arrangement, distribution and full exploitation of the Licensee Content will not infringe the rights of any third party and will not otherwise cause injury to any person or entity; and (5) that the Licensee will immediately notify Apprentissage of any Licensee Content that does not comply with this Agreement or may infringe the rights of a third party or third parties.
  6. INTELLECTUAL PROPERTY
    1. Ownership. The parties agree that:
      1. Apprentissage is the sole and exclusive owner of and shall own all right, title and interest in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto. The Licensee shall maintain the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, in confidence, except as otherwise stated in this Agreement. The Software and the Results, and all Intellectual Property relating thereto, shall be treated as the Confidential Information of Apprentissage.  
      2. The Licensee is the sole and exclusive owner of and shall own all right, title and interest in the Licensee Content.
    2. Assignment of IP. The parties agree that:
      1. The Licensee assigns and transfers and/or shall cause the assignment and transfer over to Apprentissage of any right, title and interest, worldwide, it may have or may in the future acquire in and to the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, without any remuneration.  The Licensee agrees, at the request of Apprentissage, to do or to cause all lawful acts to secure and protect Apprentissage’s rights and interests in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, without any compensation, and the Licensee agrees, when requested by Apprentissage, to execute, acknowledge and deliver to Apprentissage, without compensation, any and all instruments, assignments, waivers and documents relating thereto.  
      2. Apprentissage assigns and transfers and/or shall cause the assignment and transfer over to the Licensee of any right, title and interest, worldwide, it may have or may in the future acquire in and to the Licensee Content, without any remuneration.
    3. Waiver. The parties agree that:
      1. The Licensee waives any rights which the Licensee may have in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto, including moral rights in the Software, the Results and the Confidential Information, and all Intellectual Property relating thereto.  
      2. Apprentissage waives any rights which Apprentissage may have in the Licensee Content, including moral rights in the Licensee Content.
    4. IP Notices. The Licensee shall mark in the appropriate place on or within each of the items which bear the Software and/or the Results, an appropriate notice of copyright, trademark or otherwise as stipulated by Apprentissage from time to time, and a notice that the Licensee is using the same as a “Licensee” or other such designation, as required from time to time by Apprentissage.  The Licensee shall ensure that all proprietary notices, trademark notices, copyright notices and disclaimers of Apprentissage, its suppliers or its licensors, as the case may be, on the Software and the Results, as provided to the Licensee by Apprentissage, are in place and left intact at all times, and are placed in such location or locations as Apprentissage may reasonably advise.
  7. CONFIDENTIALITY
    1. Confidentiality.  The parties acknowledge that it shall be necessary for Apprentissage to disclose or make available to the Licensee the Confidential Information. The Confidential Information shall remain the sole exclusive property of Apprentissage. Both during and after the termination or expiration of this Agreement, the Licensee:
      1. covenants to keep the Confidential Information strictly confidential;
      2. shall make no further use of the Confidential Information upon the return or the destruction of the Confidential Information;
      3. shall not nor will it assist any other person, directly or indirectly, at any time, to (1) use for itself or others, or divulge to others, the Confidential Information; nor (2) use, publish or sell for its own purposes or for any purpose, other than to carry out its obligations under this Agreement, the Confidential Information;
      4. shall take all steps and do all things necessary to preserve the value, confidential nature and proprietary nature of the Confidential Information;
      5. shall immediately notify Apprentissage of any use, disclosure, transfer or transmission of the Confidential Information or any part thereof which is not in accordance with the terms of this Agreement;
      6. may make the Confidential Information available to its agents, contractors or employees having a need to know such information solely for the purposes described in this Agreement and only to the extent necessary for such agents, contractors or employees. Prior to making any such disclosure, the Licensee shall provide to Apprentissage a listing of all persons receiving the Confidential Information and shall cause all such agents, contractors or employees to execute non-disclosure agreements or other agreements containing substantially similar terms and conditions to those contained in this Agreement;
      7. acknowledges and agrees that, save and except for the purpose of discharging its obligations pursuant to this Agreement and save and except as provided for in this Agreement, it has no right whatsoever to any of the Confidential Information; and
      8. shall take all reasonable steps to prevent the accidental or intentional disclosure of the Confidential Information to third parties and shall comply with any reasonable request of Apprentissage with regard to the safeguarding of the Confidential Information.
    2. Exclusions. Information shall not be considered to be Confidential Information if it:
      1. becomes publicly available through no fault of the recipient;
      2. at the time communicated by the disclosing party as Confidential Information, was already in the possession of the recipient;
      3. is lawfully received from a third party having the right to disclose the Confidential Information without restriction; or
      4. has been independently developed without access to or use of any Confidential Information.
    3. Requirements. If the Licensee becomes compelled to disclose any Confidential Information pursuant to law, regulation or a lawful order or process (collectively, the “Requirements”), the Licensee shall provide Apprentissage with prompt notice of any such Requirement and shall cooperate with Apprentissage in seeking to obtain any protective order or other arrangement pursuant to which the Confidential Information is preserved. If such an order or arrangement is not obtained, the Licensee shall disclose only that portion of the Confidential Information as is required pursuant to such Requirement. Any such required disclosure shall not, in and of itself, change the status of the disclosed information as Confidential Information under the terms of this Agreement.
  8. INFRINGEMENT
    1. Infringement.  The parties agree that:
      1. The Licensee and Apprentissage shall promptly notify each other in writing of any conflicting use, act of infringement or appropriation that comes to their attention regarding the Software, the Results, the Confidential Information and/or the Licensee Content, and all Intellectual Property relating thereto, and shall provide any evidence relating to same which is reasonably available. 
      2. In such cases where it is alleged that a third party is infringing the Intellectual Property rights of Apprentissage,  Apprentissage shall have the sole right, but not the obligation, at Apprentissage’s sole cost and expense, (i) to bring an action for infringement against the alleged infringer or to take steps as it may deem necessary in order to terminate such conflict, infringement or appropriation; or (ii) to investigate, defend, litigate and settle any such complaint.  Apprentissage may in its sole discretion settle any action or complaint as it sees fit.  Any damages or sums recovered by Apprentissage in such action or complaint or any settlement thereof shall be retained by Apprentissage. The Licensee shall not at any time settle any such action or complaint without first obtaining the written consent of Apprentissage.
      3. The Licensee shall cooperate fully with and assist Apprentissage to the fullest extent possible on any such action or step and in the event of any such complaint and execute such documents and do such other acts and things as in the opinion of Apprentissage may be necessary, including to testify when requested by Apprentissage, and to make available any records, papers, information, specimens, and the like.
  9. LIMITATIONS AND DISCLAIMERS
    1. Disclaimers & Limitation of Liability. The parties agree that:
      1. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE LICENSEE, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MIGHT NOT APPLY TO THE LICENSEE, AND THE LICENSEE MIGHT HAVE ADDITIONAL RIGHTS.
      2. THE LICENSEE AGREES THAT THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, ARE PROVIDED BY APPRENTISSAGE ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE LICENSEE FURTHER AGREES THAT THE LICENSEE’S ACCESS AND USE OF THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, SHALL BE AT THE LICENSEE’S SOLE RISK. 
      3. TO THE FULLEST EXTENT PERMITTED BY LAW, APPRENTISSAGE DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY IMPLIED OR ARISING BY CUSTOM, COURSE OF DEALING OR TRADE USAGE, IN CONNECTION WITH THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, AND THE LICENSEE’S ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS, SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 
      4. APPRENTISSAGE MAKES NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS ABOUT THE TRUTHFULNESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE SOFTWARE, THE RESULTS,  THE LICENSEE CONTENT AND CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, OR THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, SECURITY OR SAFETY OF ANY OF THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND APPRENTISSAGE ASSUMES NO LIABILITY OR RESPONSIBILITY THEREOF. 
      5. APPRENTISSAGE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE LICENSEE’S ACCESS TO AND USE OF THE SOFTWARE, THE RESULTS AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO; (B) ANY UNAUTHORIZED ACCESS TO AND USE OF APPRENTISSAGE’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE OR THE RESULTS; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE AND/OR THE RESULTS BY ANY THIRD PARTY; AND/OR (E) ANY ERRORS OR OMISSIONS CONTAINED IN THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND/OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE ACCESS TO OR USE OF THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO.
      6. IN NO EVENT SHALL APPRENTISSAGE BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO (I) THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND (2) THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS, BUSINESS INTERRUPTION, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION AND/OR GOODWILL, ANTICIPATED OR OTHERWISE, AND/OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY APPRENTISSAGE OR ANY PERSON FOR WHOM APPRENTISSAGE IS RESPONSIBLE, AND EVEN IF APPRENTISSAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.  IN THOSE JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF APPRENTISSAGE SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.  
      7. THE LICENSEE HAS SOLE RESPONSIBILITY FOR ANY DECISIONS THE LICENSEE MAKES BASED ON INFORMATION CONTAINED IN THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR THE CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO.  
      8. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH APPRENTISSAGE IS TO STOP USING THE SOFTWARE AND THE RESULTS.  
      9. APPRENTISSAGE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THE LICENSEE OR ANY THIRD PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF THE RESULTS AND  CONFIDENTIAL OR PROPRIETARY INFORMATION THAT THE LICENSEE MAKES OR THAT THE LICENSEE EXPRESSLY OR IMPLICITLY AUTHORIZES APPRENTISSAGE TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION OR RESULTS.
      10. APPRENTISSAGE’S TOTAL AGGREGATE LIABILITY TO THE LICENSEE OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES THE LICENSEE PAID TO APPRENTISSAGE; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE LICENSEE.
      11. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY THE LICENSEE FROM APPRENTISSAGE SHALL CREATE ANY WARRANTY. 
      12. THE LICENSEE AND APPRENTISSAGE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, OR THIS AGREEMENT, MUST COMMENCE AND BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
    2. Release. The Licensee releases and forever discharges Apprentissage from and against any and all demands, causes of action, liability and claims, at law or in equity, of any nature or kind, including, without limitation, that the Licensee, or its successors or assigns, can, has ever had, now or may hereafter have arising out of or connected in any way with the Software, the Results, the Licensee Content and/or the Confidential Information, and all Intellectual Property relating thereto.
    3. Indemnity. Except if caused by the negligent act or omission of Apprentissage, the Licensee shall indemnify and hold harmless Apprentissage from and against any and all claims, damages, losses, expenses or liability of any kind whatsoever from third parties relating to:
      1. the Licensee’s breach of any provision, representation, warranty or covenant of this Agreement; or
      2. any loss, injury, death, damage, expense, charge or cost that Apprentissage may suffer or incur, whether in respect of injury to persons or damage to its property, end-users, or others in any manner that arises out of, or is attributable to the use or access by the Licensee of the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, or any other item provided by Apprentissage hereunder; or
      3. the Licensee Content and the Results, including any claim in respect of infringement of a third party’s Intellectual Property rights. Apprentissage takes no responsibility and assumes no liability for any Licensee Content distributed or submitted by the Licensee or any third party.
  10. TERMINATION
    1. Term. The term of this Agreement will commence on the date of your acceptance of this Agreement and shall remain in effect until terminated as provided in this Agreement or in any transaction agreement between you and Apprentissage (the “Term”).
    2. Termination.  The parties agree that:
      1. Apprentissage shall have the right to terminate this Agreement, at any time and without cause, upon the provision of one (1) month’s written notice to the Licensee.  
      2. In the event the Licensee fails to pay the Subscription Fee or other amounts due to Apprentissage pursuant to this Agreement or any transaction agreement between Apprentissage and you, Apprentissage can immediately terminate this Agreement and the rights and licences granted hereunder.
      3. Subject to Section 10.2(a) and Section 10.2(b), in the event that a party (the “Defaulting Party”) shall breach any material provision of this Agreement or fail to observe or perform any covenant or obligation applicable to it under this Agreement, the other party (the “Non-Defaulting Party”) has the right to serve written notice on the Defaulting Party of the Non-Defaulting Party’s intent to terminate this Agreement. The notice of intent to terminate shall specify the alleged breach or failure and if within thirty (30) business days of the date of delivery of such notice to the Defaulting Party, the Defaulting Party has not cured all of the defaults, the Non-Defaulting Party may, at its sole discretion, terminate this Agreement. Such termination shall be without prejudice to any other rights or remedies the Non-Defaulting Party may have in respect of such default.
      4. The Licensee agrees to pay any outstanding amounts owing to Apprentissage to the effective date of termination of this Agreement.  Such termination shall not relieve any of the parties from obligations incurred prior to the date of such termination and shall not relieve the Licensee from any of the obligations which survive any termination for any reason of this Agreement.
      5. If any party becomes insolvent or bankrupt, dissolves or winds up, this Agreement terminates immediately.
      6. Where either party is given a right to terminate hereunder and does not exercise the same, such forbearance shall not be deemed to be a waiver of such party’s right to terminate upon any subsequent or future event by which such party has, or is provided with, the right to terminate this Agreement.
    3. Return. Upon the expiration or termination of this Agreement, for any reason whatsoever:
      1. The Licensee shall forthwith deliver to Apprentissage, without charge, the Confidential Information, the Software and the Results, and all Intellectual Property relating thereto, including all copies, and the Licensee shall certify to Apprentissage that no copies of such material have been retained and have been destroyed.
      2. The Licensee shall immediately cease any and all access and use of the Software, the Results, the Confidential Information and any other item provided by Apprentissage hereunder, and any Intellectual Property relating thereto, disclosed or provided by Apprentissage to the Licensee in any manner whatsoever.
      3. The Licence will cease and terminate. The Licensee’s access and use to the Software and the Results shall be disabled. The Content Licence shall continue.
      4. The Licensee agrees that Apprentissage has the right to notify any persons it deems necessary or appropriate as to the termination or expiry of the rights granted hereunder.
  11. GENERAL
    1. Governing Law. This Agreement will be construed and the legal relationships between the parties determined in accordance with the laws of the Province of Manitoba and the laws of Canada, without regard to conflicts of laws principles, and the parties expressly attorn to the exclusive jurisdiction of the courts of Manitoba for enforcement thereof. Notwithstanding the foregoing, either party may apply to the court to obtain injunctive relief and any other available equitable or legal remedy regarding any matter relating to their confidentiality or proprietary rights. You and Apprentissage expressly exclude the UN Convention on Contracts for the International Sale of Goods and The International Sale of Goods Act (Manitoba), as amended, replaced or re-enacted from time to time.  You agree to waive any right that you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Apprentissage related to the Software, the Results, the Licensee Content and this Agreement. You also agree to opt out of any class proceedings against Apprentissage. 
    2. Arbitration. In the event of any dispute arising between the parties concerning the subject matter of this Agreement, its enforceability or the interpretation thereof (the “Disagreement”):
      1. the parties shall attempt to amicably resolve the Disagreement;
      2. if the Disagreement is not resolved pursuant to Section 11.2(a) within thirty (30) days (or such longer period as may be agreed upon between the parties), the parties shall refer the Disagreement to their respective Chief Executive Officers for resolution, or their nominees, if applicable;
      3. if the Disagreement is not resolved pursuant to Section 11.2(b) within thirty (30) days (or such longer period as may be agreed upon between the parties), a mediator shall be appointed by the parties who shall assist the parties in resolving the Disagreement;
      4. if the Disagreement is not resolved under Section 11.2(c) within thirty (30) days (or such longer period as may be agreed upon between the parties), any party may refer the Disagreement to be resolved by arbitration conducted as follows:
        1. any party may require arbitration by giving written notice to arbitrate to the other parties, which written notice shall identify the nature of the Disagreement;
        2. if the parties are able to agree upon a single arbitrator, the arbitration shall be conducted before the single arbitrator;
        3. if the parties have been unable to agree upon the selection of a single arbitrator within two (2) weeks after receipt of the notice requiring arbitration, such arbitrator shall be appointed by a Judge of the Court of Queen’s Bench of the Province of Manitoba upon the application of any of the parties, and a Judge of the Court of Queen’s Bench of the Province of Manitoba shall be entitled to act as such arbitrator, if he or she so desires;
        4. the arbitrator shall, as soon as reasonably possible, proceed to hear and determine the Disagreement. The parties agree that it is important that all Disagreements be resolved promptly and the parties, therefore, agree that the arbitration shall be required to be conducted expeditiously and that the final disposition shall be accomplished within three (3) weeks or as soon thereafter as reasonably possible. The parties shall ensure that the arbitrator upon accepting the nomination shall agree that the arbitrator has time available for the timely handling of the arbitration in order to reasonably expect to achieve final disposition within three (3) weeks;
        5. the decision of the arbitrator shall be rendered in writing, with reasons, and shall be promptly served upon all parties. The decision of the arbitrator shall be binding upon the parties;
        6. in the event of the death, resignation, incapacity, neglect or refusal to act of an arbitrator, and if the neglect or refusal continues for a period of five (5) days after notice in writing of such has been given by any party, another arbitrator shall be nominated or appointed, as described above, to replace the arbitrator;
        7. the cost of the arbitration shall be in the discretion of the arbitrator, and shall be borne by each party in accordance with the decision of the arbitrator; and
        8. except as to matters otherwise provided herein, the arbitration shall be conducted in accordance with The Arbitration Act (Manitoba) or any successor legislation then in force. The place of arbitration shall be Winnipeg, Manitoba. The language to be used in the arbitration proceedings shall be English or French. 
    3. This Section shall not prevent a party hereto from applying to a court of competent jurisdiction for interim protection such as, by way of example, an interim injunction.
    4. Currency.  All references to dollar amounts in this Agreement shall be lawful money of Canada, unless indicated otherwise.  
    5. General. All rights and remedies of each party under this Agreement are cumulative and may be exercised at any time and from time to time, independently or in combination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of any other provision of this Agreement. No party shall be bound by any waiver of any provision of this Agreement unless such waiver is consented to in writing by that party.  No waiver of any provision in this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided. Time shall be of the essence herein.  The Licensee and Apprentissage are independent contractors.  No agency relationship or partnership exists between them, and neither of them has the right to enter into a contract on behalf of or as an agent or representative of the other.  The parties shall execute and deliver, or cause to be executed and delivered, upon written request, any and all further documents and do all acts and things or cause such acts or things to be performed which may be necessary or desirable to give effect to the terms of this Agreement. The parties acknowledge that this Agreement and any existing transaction agreements between you and Apprentissage, together with any schedules and appendices attached thereto, constitutes the entire agreement between the parties and supersedes all previous representations or agreements, written or oral, between the parties hereto. You consent to the exchange of information and documents between us electronically over the internet or by email.  You agree that this electronic agreement shall be equivalent of a written paper agreement between us. 
    6. Notice.  Any notice, request, demand, consent or other communication required or authorized under this Agreement to be given by any party to the other parties shall be in writing and may be delivered in person or by courier, transmitted by facsimile or via email, or sent by prepaid registered mail, and addressed to the addresses described on any transaction agreement between you and Apprentissage or such other parties or such other addresses as a party shall notify the other parties in writing.  Any notice, request, demand, consent or other communication sent via email shall be deemed to be received on the date of transmission if confirmation of delivery is obtained and if such notice, request, demand, consent or other communication is also given by courier.
    7. Language of Agreement. The parties hereto confirm that it is their wish that this Agreement, as well as other documents related hereto, including notices, have been and shall be drawn up in the English language only.  Les parties aux présentes confirment leur volonté à cette convention de même que tous les documents, y compris tout avis qui s’y rattache, sont rédigés en anglais seulement.
    8. Other Remedies. Except as expressly provided herein to the contrary, the exercise of a right of termination or any other right or remedy by either party shall be without prejudice to such party’s right, subject to the limitations set forth in this Agreement, to pursue any other right or remedy available hereunder or under applicable law.
    9. Survival. Any indemnity or any obligation of confidence under this Agreement is independent and survives termination or expiration of this Agreement.  All obligations under this Agreement that necessarily extend beyond termination or expiration of this Agreement in order to fully achieve their intended purpose shall survive termination or expiration of this Agreement, including without limiting the generality of the foregoing, all indemnification provisions, intellectual property provisions, confidentiality provisions, licence provisions, representations, warranties, covenants, ownership provisions, disclaimers and limitation of liability provisions.
    10. Assignment & Enurement. The Licensee may not assign, transfer or encumber this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Apprentissage. Any attempted assignment, transfer or encumbrance without the required consent shall be void. The consent of Apprentissage to any assignment of this Agreement shall not constitute Apprentissage’s consent to a further assignment. Notwithstanding this Section, this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.
    11. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, or for any loss or damage resulting therefrom, due to acts of God, the public enemy, terrorist activities, riots, fires, pandemics, epidemics, and similar causes beyond such party’s control.  In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that the party affected by such delay is using commercially reasonable efforts to mitigate or eliminate the cause of such delay or its effects.  
    12. Non-Solicitation.  Both during this Agreement and after the termination or expiration of this Agreement for a period of one (1) year, the Licensee shall not nor attempt to, directly or indirectly, whether for the Licensee’s own benefit or for the benefit of any other entity or individual, solicit, encourage, induce or in any way influence any person employed by, or engaged to render services on behalf of Apprentissage, to leave Apprentissage or to engage in any activity contrary to or conflicting with the interests of Apprentissage.
    13. Injunctive Relief. Notwithstanding this Agreement, any breach of the Articles titled “CONFIDENTIALITY”, “INTELLECTUAL PROPERTY”, “LICENCES”, “ACKNOWLEDGEMENTS & COVENANTS”, or “INFRINGEMENT” is a breach of this Agreement that may cause serious and irreparable harm to Apprentissage.  Any such breach will entitle Apprentissage to injunctive relief, in addition to all other legal or equitable remedies that may be available.
    14. Anti-Spam Consent. In the event that Canada’s Anti-Spam Legislation applies to the installation of the Software and related upgrades, Apprentissage hereby seeks and the Licensee hereby provides consent to Apprentissage for such installation and potential future upgrades installation so that the Licensee may use the Software, provided that the Licensee may revoke such consent at any time. The function and purpose of the Software that is to be installed or may have upgrades is described in this Agreement. The mailing address and contact information for Apprentissage is noted in this Agreement. 
    15. Changes to EULA. Apprentissage reserves the right, at its sole discretion, to change, amend, modify, add or remove terms and conditions contained in this Agreement, at any time, without further notice by posting any changes on the Software.  Any new terms or conditions will be effective as soon as they are posted. It is your responsibility to check this Agreement and the Software periodically and you are deemed to be aware of such changes. Your continued use of the Software and/or the Results following the posting of such changes will mean that you accept and agree to the changes.  If you do not agree to the changes, please stop using the Software and the Results.
    16. Unsolicited Commercial Electronic Messages. The inclusion of any email addresses on the Software, the Results or within this Agreements does not constitute consent to receiving unsolicited commercial electronic messages or SPAM.
    17. Contact Us. If you have any questions, concerns or comments, please contact us at:
      Apprentissage Illimité Inc.
      Mailing Address: 48 Woodlawn Avenue, Winnipeg, MB
      Telephone No.:  1-866-898-9306 (toll-free) or 204-257-1407
      E-mail:  info@freynet-gagne.com