Tutela.ca - Terms of Use Agreement

This version is dated December 1, 2016

1. Introduction

Tutela.ca (“Service”) is a Canadian not-for-profit online repository and community for ESL (English as a Second Language) and FSL (French as a Second Language) professionals registered to use the Service (“Users”). As a repository, the Service provides Users with access to ESL and FSL materials including classroom materials, lesson plans, assessment information, and reusable learning objects. As a community, the Service enables Users to share materials, discover new approaches, locate solutions, and network including through the use of the online meeting and webinar conferencing capabilities of the Service (“Conferencing”). The Service is supported by funding from Immigration, Refugees and Citizenship Canada (“IRCC”) and is owned and operated by Synergiq Solutions Inc. (“Synergiq”).

This Terms of Use Agreement ("Agreement"), as may be amended by Synergiq from time to time pursuant to section 12 below, is between Synergiq and you, individually if you are agreeing to it in your own capacity, or, if you are entering into the Agreement on behalf of your company or another entity, between the entity for whose benefit you represent that you are authorized to act (in either case, "You" or “Your” which includes any person or entity who uses the Service and/or posts Content (defined in section 4 below) to the Service). This Agreement governs Your use of the Service and/or posting of Content (collectively “Use”).

By Using the Service, You agree to be bound by this Agreement. If You do not consent to and fully agree with this Agreement, You should not commence and must otherwise immediately cease to Use the Service.

2. Use of the Service and Licensing of Content

Subject to the terms and conditions of this Agreement, Synergiq grants You a limited, personal, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and Use the Service as a User solely for its intended use as an online repository and community for ESL and FSL professionals (“Purpose”). All other use of the Service, including but not limited to, the sublicensing, assignment, resale, or transfer of the Service and the modification, publication, transmission, participation in the transfer of sale of, reproduction, distribution, performance, display, incorporation into another Web site, mirroring the Service, or in any other way exploiting the Service and any Content, in whole or in part other than for the Purpose, is prohibited.

Unless otherwise indicated on the applicable material, the Content is licensed to You under the following Creative Commons license:

Attribution-NonCommercial-ShareAlike 2.5 Canada (CC BY-NC-SA 2.5)

For greater certainty, You acknowledge and agree that you will ensure that the licensed Content, and any material based on the Content, is

  1. clearly marked and identified as Tutela.ca Attribution-NonCommercial-ShareAlike (or other applicable license);
  2. not used for any commercial purposes including any use in for-profit courses and instruction such as those provided by private schools and companies; and
  3. not charged for apart from a small fee (for printing costs, etc) for such Content and materials strictly on a cost-recovery basis.

3. Registration

Your registration to Use the Service is subject to approval by the Service administrators. In general, Users must be an ESL/FSL professional (such as an instructor or curriculum developer or program administrator or a student or graduate from a TESL/TFSL program or other ESL/TFL teacher training program) that is a Canadian citizen or landed immigrant or an employee in a Canadian organization. The registration of a non-Canadian User may be approved if the Service administrators are satisfied (a) that they possess significant expert knowledge or experience in the ESL/FSL field that would be valuable to the Service community (“Community”) and (b) that their presence in the Community will create significant benefit to other Users. Subject to any specific exception expressly granted by its Service administrators, Synergiq reserves the right to limit and restrict registration and use of the Service from locations outside of Canada, including through the use of technical means to do so.

You will have to create a User Account to access the Service including the Community related features (“Community Features”) of the Service. When You create Your account, You must provide accurate and complete information and undertake to keep the information current. You are solely responsible for the activity that occurs on Your account. You should keep your password secure and notify Synergiq immediately of any breach of security or unauthorized use of Your account. Synergiq will not be liable for any losses or damages to You or any third party caused by any unauthorized use of Your account.

Community Features of the Service may include User Profiles, Job/Opportunity Postings, Events Listings, Conferencing (Online meetings/presentation with audio/video), and Discussion Forums (message boards) for Your access and use solely in relation to the Purpose. Discussion Forums include both General Forums, open to all Users, and Special Interest Groups, open to group members only. You acknowledge that Special Interest Groups are created, administered, and operated by Users and that the group leader User(s), and not the Service administrators, are responsible for the administration or operation of any such Special Interest Group.

4. Content

"Content" is all information, data, text, comments, content ratings, graphics, messages, visual, written or audible communications, or other materials, including, where applicable, materials from third party sites that are displayed and/or accessible on the Tutela community. All Content is protected under the copyright details indicated on the Content if applicable, and as indicated in this Agreement.

"Content" includes (a) User-generated and uploaded Content, (b) Links to sites and information created and maintained by third-parties, and (c) Content that is posted by Synergiq.

By agreeing to these Terms and Conditions, you acknowledge and agree to abide by all copyright licenses in effect.

You also understand that all Content that is not posted by Synergiq, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated and represent the views of that person and not Synergiq. This means that You, and not Synergiq, are entirely responsible for all Content that You upload, post, email, transmit or otherwise make available via the Service.

The Service may include links to sites and information created and maintained by third parties (“Third Party Sites”) for the convenience of Users. Synergiq does not endorse or recommend any specific sites for any particular purposes and is not responsible for the Content or operation of Third Party Sites. Synergiq recommends that You carefully read the terms and conditions and privacy policy of any Third Party Sites that You visit.

You acknowledge that Synergiq may or may not pre-screen Content, but that Synergiq and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move, or remove any Content that is available via the Service. You and other Users may report any Content such as comments and other posts as inappropriate to the Service administrators. Without limiting the foregoing, Synergiq and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.

You agree that You must evaluate, and bear all risks associated with, the Use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you should not rely on any Content created by or submitted to the Service by Synergiq or any third party, including without limitation information in comments, and in all other parts of the Service.

Synergiq does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, including Community Features such as Conferencing, there is a risk that You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Synergiq be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the Use of any Content posted, emailed, transmitted or otherwise made available via the Service.

5. Your Content

Subject to the rights, including intellectual property rights, of Synergiq and its licensors in the Service and Service related systems and technology, Synergiq does not claim ownership of Content You submit or make available for inclusion on the Service (“Your Content”).

However, in order to provide and maintain the Service, with respect to Your Content You submit or make available for inclusion on the Service, including without limitation page content and comments you post to the Service, you grant Synergiq and the Users of the Service a license to Your Content under the following Creative Commons license:

Attribution-NonCommercial-ShareAlike 2.5 Canada (CC BY-NC-SA 2.5)

or the following alternative Creative Commons license (but only to the extent to which this alternative license has been indicated by You on the applicable material comprising such Content):

Attribution-NonCommercial-NoDerivs 2.5 Canada (CC BY-NC-ND 2.5)

except to the extent some other form of license to such Content has been expressly agreed to in writing between You and the Service administrators prior to the posting of such Content and such license has been indicated on the applicable material comprising such Content.

By making Your Content available on the Service, You represent and warrant that:

  1. Your posting of Your Content to the Service, and the downloading, copying and use of the Your Content by Users of the Service, will not breach the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  2. You are the owner of the rights, including intellectual property rights, in Your Content and that You have fully complied with any third-party licenses relating to Your Content;
  3. Your Content does not contain or install any viruses, worms, malware, or other harmful or destructive content;
  4. Your Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing).

By registering as a User of the Service, You may access and use Conferencing as one of the Community Features of the Service solely in relation to the Purpose to conduct online meetings and/or webinars (“Meetings”) with Your invited attendees (as "Organizer") or to participate in online meetings and/or webinars as an invited attendee (as “Attendee”).

By using Conferencing as either an Organizer or Attendee, You expressly acknowledge and agree that:

a. Conferencing will be only be used for the Purpose of the Service;

b. Meetings are organized and conducted by Organizer(s), (and not the Service administrators) who are fully responsible for any such Meetings including the reporting of any inappropriate Attendee conduct or Content, such as comments and other contributions, to the Service administrators;

c. You agree that You will not use personal information collected from Attendees of Your Meetings to contact any such Attendees other than with regard to the Meeting and/or related information and shall provide each such Attendees with the opportunity to opt out of receiving any further information from You;

d. USE OF THE CONFERENCING PROVIDED AS PART OF THE SERVICE IS AT YOUR SOLE RISK; and

e. SYNERGIQ AND ITS THIRD PARTY SUPPLIERS SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY DAMAGES OR LOSS ARISING AS A CONSEQUENCE OF YOUR USE OF CONFERENCING OR YOUR INABILITY TO USE CONFERENCING DUE TO DOWNTIME OR OTHER UNAVAILABILITY.

You agree to not Use the Service to:

a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

c. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights ("Rights") of any party;

d. upload, post, email, transmit or otherwise make available any Content that is plainly irrelevant, off-topic, or repetitive (“flooding”) or unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

e. harm minors in any way;

f. upload, post, email, transmit or otherwise make available any material that 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;

g. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

h. attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means.

Synergiq reserves the right, at its sole discretion, to determine whether or not a User's conduct is consistent with the letter and spirit of this Agreement and may suspend or terminate Service if a User's conduct is found to be inconsistent with said Agreement.

6. Indemnity

You agree to indemnify, defend, and hold Synergiq and its subsidiaries, affiliates, officers, agents, suppliers, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your Use of or conduct with respect to the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

7. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SYNERGIQ EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. SYNERGIQ MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, (vi) OR THAT THIS WEB SITE, ITS CONTENT AND CONFERENCING, AND THE SERVERS ON WHICH THE WEB SITE AND CONTENT AND CONFERENCING ARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SYNERGIQ OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

e. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS ON THE SITE OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY SYNERGIQ AND REMAINS THE RESPONSIBILITY OF SUCH THIRD PARTIES.

8. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SYNERGIQ SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SYNERGIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

9. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 9 AND 10 MAY NOT APPLY TO YOU.

10. Modifications to Service and Agreement

Synergiq reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Synergiq shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

Synergiq may change, add or remove any part of this Agreement, or any other terms associated with the use of the site, at any time, by posting a notice of such changes to the Terms of Service page of the web site. Any changes shall become part of the Agreement and shall apply as soon as such a notice is posted. By continuing to use the Service after the notice is posted, You are indicating Your acceptance of those changes.

11. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned or transferred by Synergiq without restriction.

12. Severability

If any provision of this Agreement is found invalid or unenforceable, the provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in force.

13. Refusal or Discontinuance of Service

Synergiq reserves the right, in its sole and unfettered discretion, to refuse or discontinue service to You or any User for non-compliance with this Agreement.

14. Headings for Convenience Only

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

15. Choice of Law and Forum

This Agreement will be governed by the laws of the Province of Ontario, Canada. Any dispute arising from the terms of this Agreement or breach of this Agreement will be governed by the laws of the Province of Ontario, Canada and You agree to personal jurisdiction by the provincial and federal courts sitting Toronto, Ontario, Canada. The parties hereby expressly waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of or in any way connected with this Agreement.

16. Copyright - Notice and Take Down

It is Synergiq’s policy to respond to applicable notices of alleged infringement that comply with the notice and take down provisions and processes of the applicable copyright legislation.

17. Disclosure of Content and Personal Information

You acknowledge, consent and agree that Synergiq may access, preserve, and disclose your Content and any personal information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Synergiq, the users of the Service and the public.

18. Privacy Notice

Certain information about You is subject to the Privacy Notice. For more information, see the Service privacy notice at .

19. Synergiq’s Address

Synergiq Solutions Inc. 40 Holly St., Suite 402, Toronto, ON M4S 3C3