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Acceptance of the Terms and Conditions of Use

These terms and conditions of use for the educational technology platform known as Elentra (the “Platform), constitute a legal agreement and are entered into by and between you and ELENTRA CORP. (the “Company,” “we,” “us,” “our“). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms and Conditions“), govern your access to and use, including any content, functionality, and services offered on or through the Platform.

BY UTILIZING ELENTRA, USERS ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY, FOUND AT https://elentra.com/policies/privacy_policy, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND TO THOSE IN THE PRIVACY POLICY, THEN YOU MUST NOT ACCESS OR USE THE PLATFORM.

By using this Platform, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

Modifications to the Terms and Conditions and to the Platform

We reserve the right in our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review these terms and conditions in order to be aware of any such modifications and your continueduse will be your acceptance of any such modifications. On any modification to these terms and conditions, you may be required to click the “I agree” button again before you can continue using the Platform.

The information and material on this Platform, and the Platform itself, may be changed, withdrawn, or terminated at any time in our sole discretion without notice (subject to the terms of the SaaS Agreement – defined below).We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.

Account Set-Up and Security

An educational institution referred (to in these Terms and Conditions as the “Institution”) has invited or authorized you to use the Platform. The Institution has separately agreed to a Software as a Service agreement with us (the “SaaS Agreement”). The SaaS Agreement contains our commitment to deliver certain services to the Institution, including the Platform and its functionality. The Institution may then invite you to join the Platform as an authorized user and provide you with a user name, identification number, password, license or security key, security token, personal identification number (PIN), biometric code or other security code (“Access Credentials”) in order to access the Platform as licensed to the Institution.

Users are responsible for obtaining their own access to the Platform through the Institution. Obtaining Access Credentials may require user registration. It is a condition of your use of the Platform that all the information you provide to Elentra on the Platform is correct, current, and complete.

Your provision of registration information and any submissions you make to the Platform through any functionality such as applications, chat rooms, message boards, profiles, discussion forums, bulletin boards and any other interactive functions of the Platform (collectively, “Interactive Functions“) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at https://elentra.com/policies/privacy_policy.

As between us and the Institution, you agree that it is solely the Institution’s responsibility to (a) inform you and any authorized users of any relevant Institution policies and practices and any settings that may impact the processing of Institution Data; (b) obtain any rights, permissions or consents from you and any authorized users that are necessary for the lawful use of Institution Data and the operation of the services provided on the Platform; (c) ensure that the transfer and processing of Institution Data under the SaaSAgreement is lawful; and (d) respond to and resolve any dispute with you and any authorized user relating to or based on Institution Data, the servicesor Institution’s failure to fulfill these obligations.

Any username, password, Access Credentials or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to viewor record your password, Access Credentials or other personal information. You understand and agree that should you be provided an account and Access Credentials, your account and Access Credentials are personal to you and you agree not to provide any other person with access to the Platform orportions of it using your Access Credentials, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your Access Credentials, username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any misuse of your Access Credentials, password or any unauthorized access under your user name.

We reserve the right at any time and from time to time, to disable or terminate your account, Access Credentials, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you, including maintaining the confidentiality of your AccessCredentials.

Your Use of the Platform

Do:

  • (a) comply with these Terms and Conditions;
  • (b) comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies;
  • (c) upload and disseminate only data to which you own all required rights under law or have any necessary permissions;
  • (d) use commercially reasonable efforts to prevent unauthorized access toor use of the Platform;
  • (e) keep Access Credentials, passwords and all other login information confidential;
  • (f) monitor and control all activity conducted through your account in connection with the Platform;
  • (g) promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts, including any loss, theft, or unauthorized disclosure or use ofa username, password, or account;
  • (h) comply with the content standards set out below in connection with the User Submissions; and
  • (i) comply in all respects with all applicable terms of the third party applications that you access or subscribe to in connection with the Platform.

Do Not:

  • (a) store video files on the Platform (we recommend streaming videos via embed code within Elentra);
  • (b) attempt to circumvent or violate the security of the Platform;
  • (c) access content and data that is not intended for you;
  • (d) attempt to breach or breach the security and/or authentication measures;
  • (e) restrict, disrupt or disable service to users, hosts, servers, or networks (unless you are an administrative user disabling use by another user pursuant to Institution policies);
  • (f) illicitly reproduce TCP/IP packet header;
  • (g) disrupt network services and otherwise disrupt the Company’s ability to monitor the Platform;
  • (h) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
  • (i) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  • (j) attack the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing;
  • (k) copy or modify the Platform or create derivative works or improvements to the Platform;
  • (l) reverse engineer, disassemble, decompile, decode, decrypt, reduce to human-readable form, port, translate, localize, adapt or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
  • (m) circumvent, descramble, decrypt, bypass or breach any Platform disabling device, Access Credentials or any security control, security device or protection;
  • (n) attempt to gain access, access or use the Platform otherwise then through your own Access Credentials;
  • (o) input, upload, transmit or otherwise provide to or through the Platform any information or materials that are unlawful or injurious;
  • (p) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform or the Company’s ability to provide services to any third party through the Platform, in whole or in part;
  • (q) cause or enable any robot, bot, spider, scraper, wanderer, gatherer, harvester, site search/retrieval application or other automatic device, data processor, software module or process (“Robot”) to:
    • (i) penetrate, interact with or operate with the Platform; or
    • (ii) extract, data mine, pull or retrieve any information or data from the Platform;
  • (r) use, perform or reproduce any portion of the Services, Provider Materials or Provider Systems in conjunction with any Robot;
  • (s) attempt to interfere with the proper working of the Platform;
  • (t) use the Platform to store or transmit anything that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
  • (u) engage in activity on the Platform that incites or encourages violence or hatred against individuals or groups;
  • (v) impersonate or attempt to impersonate the Company, a Company employee, the Institution, an Institution employee, another user, or anyother person or entity (including, without limitation, by using email addresses, usernames or screen names associated with any of the foregoing);
  • (w) use contact or other user information obtained from the Platform to contact other users outside of the Platform without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for such users for use outside of the Platform;
  • (x) breach any of the content standards set out below in connection with the User Submissions; or
  • (y) authorize, permit, enable, induce or encourage any third party to do any of the above.

Intellectual Property Rights and Ownership

You understand and agree that the Platform and its entire contents, features,and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, Elentra Corp., the Elentra Logo and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized,will constitute an infringement or violation of the rights of the property ownerand may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Platform for your personal and non-commercial use (or if you are an Institution administrator, any other use permitted by the SaaS Agreement). You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, in any form or medium whatsoever except:

  • (a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
  • (b) in connection with using the functionality of the Platform in the manner it is intended to be used.

Users are not permitted to modify copies of any materials from this Platform (other than (i) materials uploaded by the Institution that by their nature are meant to be modified; or (ii) materials uploaded by other users that by their nature are meant to be modified), nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform. You must not access or use the Platform in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property or other right of any third party, including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any such third party, or that violates any applicable law. You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform(except as the Institution may be expressly permitted by the SaaS Agreement).

If you print off, copy or download any part of our Platform (other than any materials that you have collected or uploaded in connection with your proper use of the functionality of the Platform), then your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Platform or to any content on the Platform (other than any materials that you have collected or uploaded in connection with your proper use of the functionality of the Platform), and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

You must not upload copyright materials without the permission of the author. If you do so, you will be solely responsible for any damage claims in connection therewith.

Conditions of Use and User Submissions and Site Content Standards

As a condition of your access and use, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms and Conditions.

The following content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, “submit“) to the Platform, to other users or other persons (collectively, “User Submissions“) and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, provincial, state, local, and international laws, regulations, and terms of service.

Without limiting the foregoing, you warrant and agree that your use of the Platform and any User Submissions shall not:

  • (a) in any manner violate any applicable federal, provincial, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy found at https://elentra.com/policies/privacy_policy;
  • (b) in any manner violate the terms of use of any third-party website that is linked to the Platform, including but not limited to, any third-party social media website;
  • (c) include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company’s sole discretion;
  • (d) involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;
  • (e) involve, provide, or contribute any false, inaccurate, or misleading information;
  • (f) include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms and Conditions;
  • (g) transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
  • (h) encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company, the Institution, or users of the Platform or expose them to liability;
  • (i) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
  • (j) promote any illegal activity, or advocate, promote, or assist any unlawful act; or
  • (k) give the impression that they originate from or are endorsed by the Platform, Company, or any other person or entity, if this is not the case.

User Submissions: Grant of License

Analysis Data” means: (a) all statistical, testing and other information or works of authorship extracted, compiled or generated by the Company related to the performance, testing, operation or use of the Platform; and (b) any and all information, works of authorship and concepts provided, disclosed or made available to the Company by you for purposes of feedback or suggestions related to troubleshooting, enhancing or improving the Platform, but Analysis Data shall not include Institution Data.

De-Identified Data” means information, data and other content that is derived by or through the Hosted Services from processing Institution Data and is sufficiently different from such Institution Data that such derived Institution Data does not include information that identifies an individual person or the Institution.

Hosted Services” means the hosting, management, operation and maintenance of the Platform for the remote electronic access and use of it.

Institution Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Institution or a user by or through the Hosted Services or that incorporates or is derived from the processing of such information, data or content by or through the Hosted Services, including personal information, but excluding any De-Identified Data.

IP Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.

The Platform may contain Interactive Functions allowing User Submissions onor through the Platform. None of the User Submissions you submit to the Platform (other than Institution Data) will be subject to any confidentiality by the Company. By providing any User Submission (other than Institution Data)to the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission.

In furtherance of the foregoing, you hereby unconditionally and irrevocably grant (and agree to further grant) to the Company an assignment, transfer and conveyance of all right, title and interest in and to the Analysis Data, theDe-Identified Data and all derivatives, modifications, customizations and updates of the Platform and any materials connected to it (whether created by the Company, or you, alone or jointly with one another or others), including all IP Rights and other property rights relating thereto, and you waive all moral rights in the same in favour of the Company.

By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the license hereof (for all User Submissions that are not Institution Data) to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms and Conditions. You represent and warrant that all User Submissions comply with applicable laws and regulations and the User Submissions and content standards set out above inthese Terms and Conditions.

You understand and agree that you, not the Company or Company’s affiliatesor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Submissions and Institution Date that you submit or contribute, and youare fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any thirdparty for the content or accuracy of any User Submissions or Institution Data submitted by you or any other user of the Platform.

Site Monitoring and Enforcement, Suspension, and Termination

Company has the right, without provision of notice (in its own discretion or asa result of a request from the Institution), to:

  • Remove or refuse to post on the Platform any User Submissions for any or no reason in our sole discretion.
  • At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the Terms and Conditions.
  • Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
  • Terminate or suspend your access to all or part of the Platform for any or no reason, including, without limitation, any violation of these Terms and Conditions.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND/OR ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY AND/ OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review material that you or other users submit to the Platform. We cannot ensure prompt removalof objectionable material after it has been posted and we have no liability forany action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

No Reliance

The content on our Platform that is provided by us (excluding Institution Dataand User Submissions, for which we have no responsibility) is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of our content on the Platform.

Although we make reasonable efforts to update the information provided by us on the Platform, we make no representations, warranties, or guarantees, whether express or implied, that such content on the Platform is accurate, complete, or up to date. Your use of the Platform is at your own risk and the Company and its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have no responsibility or liability whatsoever for your use of the Platform.

This Platform includes content provided by third parties, including from the Institution, other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. The Company and its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have no responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

Privacy

By submitting your personal information and using the Platform, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, found at https://elentra.com/policies/privacy_policy, as we deem necessary for use of the Platform and provision of services thereunder.

By using the Platform you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze Platform use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Platform may not function adequately. For more information on this automated information gathering practices, see https://elentra.com/policies/cookie_policy.

Third-Party Websites

For your convenience, the Platform may provide links, integrations or pointers to third-party sites. We make no representations about any other websites that may be accessed from the Platform. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. The Platform must not be framed on any other site, nor may you create a link to any part of the Platform other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with these Terms and Conditions. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

Geographic Restrictions

The owner of the Platform is based in Ontario, Canada.. This Platform is not intended for use in any jurisdiction where its use is not permitted. If you access the Platform from outside Canada or the United States, then you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOTLIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES,OR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TOKNOW.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from andagainst any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Platform, including, but not limited to, your User Submissions, third-party sites, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms and Conditions.

Governing Law and Choice of Forum

With respect to any action based on a breach of these Terms and Conditions or the actual or alleged violation of a law in Canada, the Platform and these Terms and Conditions will be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable in it, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. Any such action or proceeding arising will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada (“Canadian Jurisdiction”), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

With respect to any action based on the actual or alleged violation of a law in the United States (a “US-Based Action”), the Platform and these Terms andConditions will be governed by and construed in accordance with the laws of the state of New York without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the state of New York or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

If the Company initiates any US-Based Action, then it will have the right to select, in its sole discretion, the Canadian Jurisdiction or the jurisdiction of the federal and state courts within the State of New York (“New York Jurisdiction”). The jurisdiction selected by Company hereunder will be the sole and exclusive jurisdiction for the US-Based Action initiated by Company. Before the user initiates any US-Based Action, the user shall provide the Company with a written request for the Company’s selection of Canadian Jurisdiction or New York Jurisdiction for such US-Based Action. The Company may provide the user of the Company’s selection, which will determine the sole and exclusive jurisdiction for such US-Based Action. If the Company does not provide the user with the Company’s selection within seven days after the user’s request, then the Canadian Jurisdiction will be the sole and exclusive jurisdiction for such US-Based Action. In such event, the Canadian courts shall apply the applicable laws of the State of New York to such US-Based Action. For any US-Based Action subject to New York Jurisdiction hereunder, the sole and exclusive venue shall be in the state and federal courts located in Erie County of the State of New York, and the parties hereby waive all claims of immunity from such venue and New York Jurisdiction.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Severability

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

Entire Agreement

The Terms and Conditions and our Privacy Policy, our Cookie Policy and our Copyright Claim Infringement Reporting Policy constitute the sole and entire agreement between you and the Company regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Reporting and Contact

The Platform is operated by Elentra Corp., located at 171 Wellington Street, Suite 101, Kingston, Ontario K7L 3E3.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Infringement Claim Reporting Policy foundat https://elentra.com/policies/privacy_policy in the manner set out therein.

Should you become aware of misuse of the Platform including libelous or defamatory conduct, you must report it to the Company at misuse@elentra.com.

All other Elentra user feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to the email address provided to your institution. For general inquiries please contact sales@elentra.com.

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