Terms and Conditions of Use
Thank you for visiting the Fusionlearninginc.com web site (the “Site”). Please read these Terms and Conditions of Use (the “Agreement”) carefully before using the Site. By using the Site, you agree to comply with the Agreement. If you do not agree to comply with the Agreement, you may not use the Site. Fusion Learning Inc. (“Fusion”) and its affiliates (collectively, “we”, “us”) reserve the right, at our sole discretion, to modify the Agreement at any time, and such modifications shall be effective immediately upon posting of the modified version on the Site. You agree to review the Agreement periodically to be aware of such modifications, and your continued use of the Site shall be deemed your conclusive acceptance of the modified Agreement.
1. Proprietary Nature of Site and Content
The Site, and all text, information, images, audio, video and other material (“Content”) posted on the Site, are protected by copyright, trade-mark, and other intellectual property and proprietary rights laws, and are owned and/or controlled by Fusion and/or its affiliates, licensors and related companies. All Content posted on this Site, remains the valuable intellectual property of its owner(s), and is made available on the Site solely for your own personal, non-commercial, lawful use. You agree to abide by all copyright notices, information and restrictions contained in or displayed with any Content.
2. No Rights Granted in Trade-Marks or Content
Nothing contained on the Site should be considered as granting you, by implication, estoppel, or otherwise, any license or right to use any trade-marks, logos, or other names, including, but not limited to, those identifying Fusion and/or its affiliates, licensors and related companies, or their respective products and services displayed on the Site, without the expressed written consent of the applicable rights holder. You do not acquire any ownership rights in any Content, nor are you granted any commercial, sale, resale, reproduction, licensing or sub-licensing, distribution, publishing, broadcast, transmission, performance or promotional use rights with respect to the Content.
3. Your Limited Rights with Respect to Content
You may only copy and store Content on your own computer for your personal, non-commercial home use, and you may not copy, forward, modify, translate, license or sublicense, distribute, publish, broadcast, transmit, perform, display, sell or disseminate any Content to another recipient. You are hereby advised that Fusion, its affiliates and licensors will aggressively enforce their intellectual property rights to the fullest extent permitted by law.
4. Prohibited Use of the Site and Content
Your use of the Site and Content must comply with this Agreement, all applicable laws and all applicable Fusion policies. Without limitation, you may not use the Site to directly or indirectly:
- (a) invade another person’s privacy or collect, disclose or store personal information about other persons (including telephone numbers, street addresses, email addresses, last names, etc.);
- (b) “stalk” or otherwise harass another person;
- (c) harm minors;
- (d) unlawfully promote or incite hatred;
- (e) impersonate any person or entity, including, but not limited to a Fusion official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.
5. Uploaded Content
5.1 Grant of Rights
With respect to Content that you upload, post, transmit, distribute or otherwise disseminate or make available on or through the Site (your “Contributions”), you irrevocably grant us the world-wide, perpetual, royalty-free, non-exclusive, sub-licensable and transferable right and license (without obligation) to use, distribute, reproduce, encode, modify, adapt, edit, display, exhibit, publish, translate, publicly perform, communicate, publicly display your Contributions, and to incorporate them into other works, in any format and through any media channel, whether now known or hereafter invented, including, without limitation, by way of the Site. Subject to the rights expressly granted to us, you retain ownership of the copyright in your Contributions.
5.2 Moral Rights Waiver
You irrevocably waive your so-called moral rights with respect to your Contributions, in connection with our exploitation of the rights granted to us in this Agreement.
5.3 Prohibited Content
You will not upload, post, transmit, distribute, or otherwise disseminate or make available on or through the Site any Content that:
- (a) is copyrighted, protected by trade secret or otherwise subject to third party proprietary or contractual rights, including privacy and personality/publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the Content and to grant us all of the rights granted herein;
- (b) is obscene, profane, defamatory, libelous, slanderous, fraudulent, deceptive, threatening, intimidating, pornographic, harassing, abusive, hateful, racially or ethnically offensive, encourages or assists conduct that would constitute a criminal offence, could result in civil liability, or is otherwise objectionable, offensive, inappropriate or unlawful;
- (c) implies or suggests an endorsement by us;
- (d) in the case of audio or video Content, is greater than ten (10) minutes in duration;
- (e) contains advertising, a solicitation of funds, or a solicitation for goods or services; or
- (f) otherwise violates this Agreement or any applicable municipal, provincial, federal or international law, order or regulation.
5.4 Third Party Clearances
You represent and warrant that you own or have secured all necessary licenses, rights, consents and permissions to use, and to authorize us to use, any trade-marks, copyrighted material or other intellectual property and/or proprietary material contained in your Contributions, and that you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your Contributions to use his/her name and/or likeness.
5.5 Removal of Content
Fusion has no obligation to, and does not and cannot, monitor or review every item of Content that you and other users make available through the Site, and Fusion is not responsible for any of this Content. However, Fusion reserves the right to investigate, monitor, delete and/or refuse to transmit, move, remove, edit or refuse to post any material or information, in whole or in part, without notice to you, that it deems in its absolute discretion, unacceptable, undesirable or in violation of any law or this Agreement.
5.6 Responsibility for Uploaded Content
You will be solely responsible for any Content that you make available through the Site, and any liability resulting from its use as contemplated in this Agreement. You will also be liable for any costs, losses or damage resulting, directly or indirectly, from your making any Content available on or through the Site.
5.7 Postings Non-Confidential
Any communications, comments, ideas or concepts that you post to the Site will be treated as non-confidential and non-proprietary. You agree that Fusion and its affiliates are free to use any ideas, concepts, know-how or techniques that you send us for any purpose.
6. Third Party Content
6.1 Third Party Content
You acknowledge that, despite the prohibitions above, Content posted on the Site by other end users, may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services and links to other web sites. We do not have control over Content provided by third parties, and assume no responsibility or liability for it. Content you access or transmit using the Site is accessed and transmitted at your own risk.
6.2 Third Party Web sites
Web sites accessed via links or other means from the Site have, unless otherwise indicated, been independently developed by third parties. The inclusion of any Content or links on the Site should not be construed as an express nor an implied endorsement of any third party products or services by us. We are not responsible for the Content or opinions expressed on any linked web sites, and such web sites are in no way investigated, monitored or checked by us.
7. Linking and Framing
Unless otherwise agreed in writing by us, you may only provide a hypertext link to the Site on another web site, provided that (a) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with our names and trade-marks; (b) the appearance, position and other aspects of the link may not create the false appearance that an entity is associated with or sponsored by us; (c) the link, when activated by a user, must display the Site full-screen and not within a “frame” on the linked web site; and (d) we reserve the right to revoke our consent to the link at any time in our sole discretion.
You may be issued a unique user name and password to access portions of the Site. You are solely responsible for protecting your user name and password. We are not liable for any claims, losses, actions, damages, suits or proceedings relating to the sharing of your user name and password with others. You agree to notify Fusion immediately after you become aware of any unauthorized use of your user name and password, and to take such reasonable steps as are necessary to prevent any reoccurrence of such event.
This Agreement shall continue indefinitely until terminated by you or us pursuant to the provisions hereof or in accordance with applicable law. We may discontinue, or terminate your access to, the Site or any portion of the Site, at any time without notice to you. Our discontinuance of the Site or any portion of the Site may result in the removal or deletion of Content made available by you. You are responsible for maintaining any required back up copies of such Content. Fusion will not be liable to you with respect to its deletion of any Content.
10. Disclaimer of Warranties
The site, and all content, material, information or postings found on or accessed through the site, are provided on an “as is” basis. Fusion, its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents expressly disclaim any and all representations, warranties and conditions, express and implied, including, without limitation, any and all representations and warranties of title and non-infringement, and all implied warranties and conditions of merchantable quality, fitness for any particular purpose, suitability for any particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to the site or the content contained in or accessed through the site. Neither Fusion nor its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents makes any representations or warranties as to the accuracy, timeliness, reliability, truthfulness or completeness of the site or the content contained in or accessed through the site, including, but not limited to, the contents of any content, information, material, or posting found on the site (including, but not limited to, any press releases or financial information), any services provided through the site, or any links to other sites made available on the site or the content contained on such site(s), or as to the continuous or error free use and operation of the site. Neither fusion nor its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants or agents makes any representations or warranties that the site or access to and use of the site will be uninterrupted, error free, or free from defects, viruses or other harmful components. You expressly agree that use of the site is at your sole risk.
11. Limitation of Liability
Under no circumstances, including, but not limited to, negligence, gross negligence, negligent misrepresentation and fundamental breach shall Fusion or its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents be liable for any direct, indirect, incidental, special or consequential damages or any loss that result from your use of, or your inability to use, any content, information, material, or postings on the site, directly or indirectly. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that neither Fusion nor its affiliates, licensors and related companies, nor each of their respective directors, officers, employees, consultants and agents shall be liable for any defamatory, offensive or illegal conduct of any user, including you.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Fusion, its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (a) your breach of any provision of this Agreement; or (b) your use of the Site, the Content contained in the Site and the placement or transmission of any Content on the Site made by you or others using your user name and password. Fusion reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim.
14. Remedies & Recourse
14.1 If you are dissatisfied with the Site or with this Agreement, your sole and exclusive remedy is to discontinue using the Site.
14.2 Fusion reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including the right to block access from a particular IP address to the Site or any part thereof.
To contact Fusion in connection with this Agreement or the Site, send an e-mail to firstname.lastname@example.org or write to Fusion Learning Inc., 272 Richmond Street East, Suite 200 Toronto, ON M5A 1P4
16. Other Important Terms
Any disputes arising hereunder shall be governed exclusively by the laws of the province of Ontario and the laws of Canada applicable therein, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario, or any other judicial district or jurisdiction as Fusion may determine in any and all actions, disputes, or controversies relating hereto. This Agreement and any rules, policies, guidelines or other agreements posted on the Site by Fusion constitute the entire agreement between Fusion and you with respect to your use of the Site. No waiver by either Fusion or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid, or otherwise enforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein. This Agreement has been drawn up in the English language at the express request of the parties. La présente convention a été rédigée en anglais à la demande expresse des parties.