End User License Agreement These are the terms of service for Notetonic A. Your Acceptance of these Terms of Use The Terms of Use outline the terms and conditions upon which you may access and use the Notetonic website and mobile applications (the “Sites”) for the purposes of accessing the Notetonic student engagement services (the “Notetonic Services”). Please read these Terms of Use carefully before using our Sites as they represent a legally binding agreement between you and Notetonic. If you wish to access and use the Sites, you must accept and agree to be bound by and comply with these Terms of Use. If you do not agree to these Terms of Use, then you must not access or use the Sites. You agree that these Terms of Use, and any related information, communications and agreements between you and Notetonic, may be made available or occur electronically. These terms of use were last updated on the date indicated below. Notetonic reserves the right, at its sole discretion, to modify these Terms of Use at any time. Such modifications shall become effective immediately upon the posting thereof. You must review these Terms of Use on a regular basis to keep yourself apprised of any changes. B. Use of the Sites Notetonic grants you a limited, revocable, non-transferable and non-exclusive licence to access the Sites for the use of Notetonic Services and in compliance with applicable laws upon registration and payment of fees. Notetonic Services may be accessed through a subscription on the Sites or through an agreement with the educational institution, incorporated by reference into these Terms of Use. If you have registered for Notetonic Services and are a subscriber, you will have access to specific content provided by Notetonic’s network of educational institutions on a wide variety of material (the “Licensed Content”). You may subscribe to specific Licensed Content by purchasing the Licensed Content through the Sites. Notetonic will provide users with Licensed Content from a variety of sources, including but not limited to textbooks and open data sources. You acknowledge and agree that the Licensed Content is not reviewed or assessed by Notetonic and that your use of the Notetonic Services is based on your own judgment. You further acknowledge and agree that Notetonic cannot guarantee the availability of any Licensed Content and that if any Licensed Content is removed from the Notetonic Services as a result of infringement or for any other reason, Notetonic may substitute similar content or provide you with a refund of any fees paid by you for such Licensed Content. If you are using Notetonic Services through a subscription held by an educational institution, you agree that you have the necessary permissions and consents from the educational institution. You are not permitted to access the Notetonic Services as a competitor without Notetonic’s prior written consent nor are you permitted to access the Notetonic Services for the purposes of market research or any other competitive purposes. You must be at least 13 years of age to enter into these Terms of Use. If you are under the age of 13, your parent or legal guardian must read and accept these Terms of Use and the Privacy Policy on your behalf. Use of the Sites beyond the scope of authorized access granted to you by these Terms of Use immediately terminates your licence to use the Sites. Access and use of the Sites may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Notetonic is not responsible for any delays, delivery failures, or other damage resulting from such problems, or from the unavailability of the Sites for any reason. All rights not expressly granted by these Terms of Use are reserved to Notetonic. C. Your Notetonic Account You are required to register for an account in order to gain access to the Notetonic Services. You will be required to create a user name and password when registering for your account. You may change your password through the password reset feature or by contacting Notetonic at info@notetonic.com. You will also be required to provide your first name, last name, email address, student identification, and the name of your school/institution when registering for your account. You agree that when registering for an account the information you provide to Notetonic will be complete and accurate. You also agree that any username selected will not violate any laws or intellectual property rights of others and will not be offensive, vulgar, or otherwise prohibited by law. Notetonic reserves the right to prohibit the use of any user name at its sole discretion. You are not permitted to transfer, sell, or assign the right to use your account to a third party without the prior written consent of Notetonic. You are not permitted to allow a third party to access your account or Notetonic Services. You agree that you are responsible for all activity on your account including activities by third parties, whether or not they authorized to use Notetonic Services. You may not have more than one account at any time and you may not have an account if you have been previously removed or banned from Notetonic Services. D. Intellectual Property Notetonic is the owner and/or licensee of all intellectual property in the Licensed Content and all other content on the Sites including, but not limited to, all text, audio, images and other materials or elements. The content displayed on or through the Sites is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. You agree that any reproduction, modification, creation of derivative works from or redistribution of the Sites or the collective work, and/or copying or reproducing the Sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Notetonic. You further agree not to reproduce, duplicate or copy content from the Sites, including but not limited to diagrams, charts, photos, outlines, text, excerpts, notes, and chapters without the express written consent of Notetonic, and agree to abide by any and all copyright notices displayed on the Sites. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Sites. Without limiting the generality of the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Sites. Although Notetonic does not claim ownership of content that its users post, by posting content to any area of the Sites that is accessible to all users, you automatically grant, and you represent and warrant that you have the right to grant, to Notetonic an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said content, and create compilations and derivative works from such content, as part of the Sites or otherwise. E. User Conduct You must not use the Sites in any way that causes, or may cause, damage to the Sites or impairment of the security, availability or accessibility of the Sites or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. To the extent that the Sites permit you to post, email, link or otherwise make available content, you agree not to post, email, link or otherwise make available content that: is unlawful; includes personal or identifying information about another person without that person’s explicit consent; impersonates any person or entity, including, but not limited to, a Notetonic employee, or falsely states or otherwise misrepresents an affiliation or association with Notetonic or any other person or entity; infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person, or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; is harmful, threatening, abusive, harassing, defamatory, pornographic; harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; constitutes or contains any form of advertising or solicitation, or that includes links to commercial services or websites; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; disrupts the normal use of the Sites with an excessive amount of content, or that otherwise negatively affects other users’ ability to use the Sites; or employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through the Sites. You further agree not to post any Licensed Content or any answers to evaluation methods, including but not limited to practice questions, quizzes, tests, labs, and exams on the Sites or any other online medium. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, Notetonic, or any other person may incur as a result of your submission of any information on or through the Sites. Notetonic reserves the right to refuse to post or to remove any links or content, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or otherwise in violation of these Terms of Use. F. Payment of Fees You agree to pay the fees as specified on our Sites for the right to access and use the Notetonic Services. You agree to pay the fees in advance of your use of the Notetonic Services and acknowledge that the fees are non-refundable except as set forth in these Terms of Use. Notetonic accepts payment through Stripe, PayPal, Braintree or credit card. You agree to provide Notetonic with a valid credit card number or Stripe, PayPal, or Braintree account in order to process payment of the fees. Notetonic reserves the right to change its fees upon 30 days notice. In order to use the Notetonic Services, you must purchase a user subscription, which may only be accessed by the specified number of users. You may purchase additional user subscriptions during your subscription term for the same fee prorated for the remaining period of the subscription term. The additional user subscription shall be terminated at the same as the original user subscription. You agree that your user subscription may only be used by designated users and may not be shared with others without the express written consent of Notetonic. If you purchase a subscription, your services will commence on a specified date and continue for the duration of the subscription term unless terminated earlier pursuant to these Terms of Use. You will be entitled to a refund if you cancel your subscription within two (2) weeks of start date of academic semester. Upon cancellation, you will be required to unregister for all courses associated with the Licensed Content, the Notetonic Services will be terminated, and all records will be permanently deleted. You agree and acknowledge that you will not be entitled to any refund if you do not cancel your subscription within two (2) weeks of start date of academic semester. VI. Privacy Policy Updates Notetonic reserves the right to make changes in this Privacy Policy. Such changes will take effect immediately upon posting. For your convenience, the last revised date of the current Privacy Policy will be posted at the bottom of this page. By continuing to interact with us following such changes, including by using our Sites, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Privacy Policy, please do not continue using our Sites. G. Termination Notetonic may, in its sole discretion, suspend or terminate user access without notice and for any reason. If your account is suspended or terminated, your right to use the Notetonic Services will cease. Upon suspension or termination, Notetonic reserves the right to remove any and all content you have saved with Notetonic, including but not limited to account information and user content. Notetonic disclaims all liability and you agree to indemnify and hold harmless Notetonic for any losses suffered as a result of the suspension or termination of your Notetonic Account. Upon termination, all licenses granted to you under these Terms of Use shall immediately cease. H. Privacy We respect your right to privacy. All information that we may collect via the Sites is subject to our Privacy Policy, which is incorporated by reference into these Terms of Use. Our Privacy Policy is accessible on our Sites. I. Disclaimer Regarding Third Party Content The Sites may offer access to third party websites and content available over the Internet and Licensed Content from various sources. Notetonic exercises no control over such third party websites and content and is not responsible for the accuracy or integrity relating to such websites and content. You agree that it is your responsibility to review and evaluate any such content, and that any and all risk associated with the use of, or reliance on, such content rests with you. You are responsible for viewing, accepting and abiding by the terms of use and privacy policies posted at these third party websites. Inclusion of a link to third party content does not imply endorsement by Notetonic of such content. You further agree that Notetonic shall not be liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any third party websites or content. J. Disclaimer of Warranties and Liability The Notetonic Services and the Sites (including their content) are provided on an “as is” and “as available” basis without any warranty or condition of any kind, either express or implied, including but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement. Notetonic does not provide any warranty with respect to the availability of the Notetonic Services or loss of user data on the Sites. Notetonic does not warrant the currency, accuracy or completeness of the content. You agree and acknowledge that Notetonic and its affiliates, and their respective directors, officers, employees, subsidiaries, affiliates, successors, assigns, agents, service providers, shall not be liable for any direct, special, indirect, incidental, or consequential damages, which may result from the use of Notetonic Services, the content or the Sites. Notetonic may make changes to the Sites, or to the products described therein, at any time without notice. Notetonic makes no commitment to update the information contained herein. K. Indemnity You agree to indemnify and hold harmless Notetonic and its affiliates, and their respective directors, officers, employees, subsidiaries, affiliates, successors, assigns, agents, service providers from any claim or demand, including reasonable legal fees and court costs, made by any third party due to or arising out of content you submit, post or make available through the Sites, your use of the Sites, your violation of these Terms of Use, your breach of any of the representations and warranties herein, or your violation of any rights of another person. L. Unsolicited Submissions If you submit ideas, drawings, suggestions, advice, comments, or similar information to Notetonic, whether through the Sites or otherwise, you do so with no expectation of confidentiality and with no expectation that you have any proprietary interest in the content of your submissions. You agree that the content of your submissions will immediately become the property of Notetonic. You also recognize that your submissions may be used or developed by or on behalf of Notetonic or its affiliates without any obligation to you. M. Notices All notices as required under these Terms of Use shall be given to Notetonic at info@notetonic.com. Notetonic may provide you with notice as required by these Terms of Use to the email address as provided by you when you registered for your Notetonic account. N. Entire Agreement These Terms of Use constitute the entire agreement between you and Notetonic regarding your use of the Sites, superseding any prior agreements between you and Notetonic, except for those agreements incorporated by reference herein. O. Governing Law These terms of use and the relationship between you and Notetonic shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You and Notetonic agree to submit to the non-exclusive jurisdiction of the courts located in Toronto, Ontario. You and Notetonic further agree to comply with all applicable laws in connection with the activities under these Terms of Use. P. Non-Waiver The failure of Notetonic to exercise or enforce any right or provision of these terms of use shall not constitute a waiver of such right or provision. Q. Severability If any provision of these terms of use is found by a court of competent jurisdiction to be void or invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these terms of use remain in full force and effect. R. Assignment You may not transfer, assign, charge, sell, or encumber your rights or obligations arising under these Terms of Use without the prior written consent of Notetonic. Last updated: Aug. 14, 2018 © All right reserved.