SONDERLY™ Terms of Use

TERMS OF USE

  1. This website (the Site) is owned and operated by Sonderly™, the learning division of Geneva Centre for Autism (Sonderly). The Site contains various types of content including, audio, video, text, software, graphics, interfaces, reports, data, databases, web pages, instructional and training materials, lessons, tests, questionnaires, quizzes, curriculums, product names, logos, designs, characters (including character representations), intellectual property (including registered and unregistered trademarks and copyrights) and other materials (all collectively referred to as Content).
  2. The Content is either owned by Sonderly, or used and distributed by Sonderly under license from Sonderly’s licensors.
  3. Use of the Site is governed by the terms and conditions below (Terms of Use). Please read the Terms of Use now. By accessing or using the Site or any Content, you agree to accept and be bound by the Terms of Use. If you are not willing to accept the Terms of Use, you may not access or use the Site or any Content.

CHANGES

Sonderly reserves the right to change these Terms of Use at any time. Sonderly will notify you of any changes by posting an updated version of the Terms of Use on the Site. It is your responsibility to periodically review these Terms of Use and to familiarize yourself with any changes. use of the Site by following any such changes shall be deemed to constitute acceptance of the changes and your agreement to be bound by the Terms of Use as modified. Sonderly reserves the right to modify or discontinue, either temporarily or permanently, the Site including any products or services offered or referenced on the Site, with or without notice and without any liability.

PRIVACY

Sonderly is committed to maintaining the accuracy, confidentiality, security and privacy of personal information that you provide to Sonderly. For further information, please see our Privacy Policy

REGISTRATION, ACCOUNTS AND PASSWORDS

Use of the Site may require you to register, subscribe and set up an account. If you do so, you agree to provide accurate and complete information, including a valid e-mail address, and to promptly update your information in the event that any of it changes. You are responsible for protecting your account and your login credentials and you may not grant access to either your account or your login credentials to any other user or any third party without Sonderly’s prior written permission. If you suspect that your account or your login credentials are being used by an unauthorized third party, you must notify Sonderly immediately. In the event of your death, Sonderly will, in its discretion, subject to applicable laws, close or disable your account.

COPYRIGHT AND OWNERSHIP

All Content accessible through the Site is owned by Sonderly or by third party owners and is used by Sonderly with the permission of the respective owner. All such Content is protected by Canadian and worldwide copyright laws and treaties.

 

USE OF THE SITE

  1. Sonderly grants you a limited, non-exclusive, non-transferrable license for your own personal and non-commercial use to (i) access the Site until such time as Sonderly, in its discretion, cancels, suspends or terminates your access to the Site, and (ii) use and display Content, as authorized by Sonderly from time to time, on your computer or other electronic access device,.
  2. In consideration of the license granted to you, you agree to comply with all applicable laws and regulations and with the Terms of Use.
  3. You are prohibited from at any time from:
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USER CONTENT

  1. Other than personally identifiable information, which is covered under the Privacy Policy, any material you transmit or post to the Site, including, but not limited to, any comments, feedback, ideas, suggestions, reviews, recommendations, testimonials, or proposals that you communicate to Sonderly regarding Sonderly’s products or services or the content of the Site (User Content), shall be considered non-confidential and non-proprietary.
  2. Sonderly has no obligation to you regarding any of your User Content and by communicating such User Content to Sonderly you automatically grant to Sonderly a worldwide, perpetual, royalty-free, irrevocable and non-exclusive right and license to use, copy, adapt, transmit, communicate, and distribute such User Content (including any derivative works thereof) and any ideas, inventions, concepts, know-how or techniques contained in such User Content, all without any obligation of attribution or compensation to you, and you waive any and all moral rights that you may have in such User Content

MONITORING

You agree that Sonderly has the unrestricted right to monitor the use of the Site and the Content and to take any steps or measures that in its discretion it deems necessary to: (a) satisfy any legal, regulatory or other government request; (b) to operate the Site properly; or (c) to protect itself, other users of the Site, and/or Sonderly’s employees, service providers, customers and suppliers in accordance with the Privacy Policy and these Terms of Use.

LINKS TO OTHER WEBSITES

The Site may provide you, for your convenience and without endorsement of any kind, with links and references to other websites owned, operated and/or maintained by third parties not under Sonderly’s control. If you decide to access any such website you will be doing so entirely at your own risk, and it is your responsibility to take protective measures to guard yourself and your systems from viruses, malware, phishing attacks and other malevolent agents.

DISCLAIMERS

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (i) THE SITE IS

PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT SONDERLY MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (COLLECTIVELY REFERRED TO IN THIS SECTION AS WARRANTIES) OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, (ii) SONDERLY SPECIFICALLY MAKES NO WARRANTIES THAT THE SITE, INCLUDING THE CONTENT, WILL BE PROVIDED ON A CONTINUOUS, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT YOUR USE OF THE SITE’S PRODUCTS OR SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, AND (iii) NOTHING ON THE SITE OR IN THE CONTENT SHALL AMEND OR SUPPLEMENT ANY CONTRACT THAT YOU MAY HAVE WITH SONDERLY FOR ANY PRODUCTS OR SERVICES.

INDEMNIFICATION AND LIMITATION OF LIABILITY

  1. You agree to defend, indemnify and hold harmless each of Sonderly, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on the Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to:
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  2. You agree to use your best efforts to cooperate with Sonderly in the defence of any claim. Sonderly reserves the right, at its own expense, to assume the exclusive defence and control of any action or matter which is otherwise subject to indemnification by you.
  3. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL ANY OF SONDERLY, ITS AFFILIATES AND LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SONDERLY HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (i) YOUR USE, INABILITY TO USE OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE IN WHOLE OR IN PART, (ii) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR USER CONTENT, OR (iii) ANY OTHER MATTER RELATING TO THE SITE OR THE CONTENT.
  4. You expressly acknowledge that Sonderly has entered into these Terms of Use, and has and will make the Site and the Content available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that this is an essential element of your agreement with Sonderly. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein shall survive, and shall continue to apply in the event of (i) any fundamental breach of this agreement, (ii) the failure of any essential purpose of this agreement, (iii) the failure of any exclusive remedy under this agreement, or (iv) any termination or cancellation of this agreement.

TERMINATION

You acknowledge and agree that Sonderly, in its sole and absolute discretion, may at any time, without notice to you, suspend or terminate your account or your use of, or access to, the Site, and remove and delete any of your User Content, for any reason, including where Sonderly has reasonable grounds to believe that you are in breach any of these Terms of Use. You further agree that Sonderly shall not be liable to you or to any other person as a result of any such suspension or termination. If you do not agree with any of terms, conditions, rules, policies, guidelines, or practices of Sonderly in operating the Site, your sole and exclusive remedy is to discontinue using the Site.

GOVERNING LAW AND JURISDICTION

These Terms of Use shall be interpreted and governed by the laws of the Province of Ontario, Canada, without reference to its conflict of laws principles. If you access the Site from outside Canada, you are responsible for compliance with all applicable laws. Subject to the provisions relating to Dispute Settlement as set out below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue. The provisions of the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use.

DISPUTE SETTLEMENT

  1. Except where prohibited by applicable law, any claim or dispute (Claim) arising out of or relating to these Terms of Use, your use of the Site, or your relationship with Sonderly will, if the parties are unable to amicably resolve the Claim as between themselves, be settled by private and confidential binding arbitration before a single arbitrator. The arbitration shall be held in Toronto, Ontario in English and shall be governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is a qualified lawyer who is licensed to practice in Ontario, who has experience in Canadian information technology law, and who is independent of both parties.
  2. You agree to waive any right you may have to commence or participate in any class action against Sonderly related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Sonderly.
  3. Notwithstanding the foregoing, Sonderly reserves the right to protect its intellectual property rights and its confidential information (including the intellectual property rights and confidential information of its licensors and suppliers) through injunctive or other forms of equitable relief.

MISCELLANEOUS

These Terms of Use, the Privacy Policy and any other notices or statements posted on the Site from time to time constitutes the entire agreement between you and Sonderly with respect to the use of the Site and the Content and they supersede all prior or contemporaneous communications with respect to the Site and the Content. Sonderly’s failure to insist upon or to enforce timely or strict compliance with or performance of any provision of these Terms of Use shall not be construed as a waiver of that provision or of any of Sonderly’s rights. If any provision of these Terms of Use is deemed to be invalid, unlawful or for any reason unenforceable, then such provision shall be severed from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

GOVERNING LANGUAGE

The parties have required that these Terms of Use and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

 

POSTING DATE: September 1st, 2019