LumenEd Website, Services and Virtual Classroom
Terms and Conditions of Use
These Terms of Service (the “Agreement”) form a legal agreement between you and 2686069 Ontario Inc. d.b.a. LumenEd (“LumenEd”) respecting your use of LumenEd services as described herein and on LumenEd’s website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this Agreement, please contact us at info [at] LumenEd.io.
1.1“Account” means the registration and other information you provide to LumenEd described in Section 2.2(b) and (c) below.
1.2 “Classroom” means LumenEd’s virtual classroom through which Services and Tutor Services are provided, accessible at https://live.lumened.io or appropriate subdomain.
1.3 “Payment Account” means the payment processor account(s) described in Sections 2.2A)(c) and 2.2B)(b).
1.4 “Services” means the services described in Section 2.1 below.
1.5 “Site” means LumenEd’s website through which Services and Tutor Services are provided, accessible at https://lumened.io.
1.6 “Student” means a user of the Services that registers on their Account that they are a student that would like to use the Services to find, schedule and/or access Tutor Services through the Site and/or Classroom.
1.7 “Student Content” means any materials and information provided by Students to Tutors as a result of the Students use of the Tutor Services.
1.8 “Tutor” means a user of the Services that registers on their Account that they are a tutor that is willing to provide Tutor Services to Students.
1.9 “Tutor Content” means the tutoring materials and other educational information that is provided by Tutor to Students (either through direct communication with individual Students or as material posted to the Site or Classroom) through the Services.
1.10“Tutor Services” means any tutoring or educational services that a Tutor may provide to a Student through or facilitated by the Services.
2. The Services
2.1 What they are. LumenEd provides an online platform known as LumenEd.io that connects tutors with individuals seeking tutoring services and other services related thereto through the Site and Classroom, allowing Students and Tutors to interact via the LumenEd platform’s interface or other methods as may be made available by LumenEd from time to time, including interaction to provide Tutor Services and Tutor Content to Students (the “Services”). The Services are provided subject to the terms and conditions of this Agreement and LumenEd’s policies posted on the Site and/or Classroom. The Site, Classroom and Services are intended only to facilitate the provision of Tutor Services via LumenEd’s online platform and its video and text chat and document collaboration interface.
LumenEd is not a provider of tutoring services; LumenEd’s role is solely to facilitate the availability of the Site, Classroom and Services to Tutors and Students. LumenEd is not a contracting agent or representative of any Tutor or Student. Tutors are either (1) independent contractors, or (2) third party provided tutors.
2.2 Registration and Other Preliminaries to Accessing the Services.
A) If you are a Tutor, in order to use the Services, you must:
(a) provide up-to-date, complete and accurate registration information, which may include your first and last name, your address, your phone number, your age (must be over 18), valid government photo identification, languages that you speak, and your valid email address, and your Access Information, as described in Section 2.3 below;
(b) provide up-to-date, complete and accurate information respecting Tutor Services that you are offering, including any content related to the Tutor Services that you wish to post on or provide through the Site or Classroom;
(c) provide up-to-date, complete and accurate account information for LumenEd’s preferred payment processor that is valid and legally registered to you, so that LumenEd is able to transfer payments to you; and
(d) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
B) If you are a Student, in order to use the Services, you must:
(a) provide up-to-date, complete and accurate registration information, which may include your first and last name, your address, your phone number, your age, and your valid email address, and your Access Information, as described in Section 2.3 below. If you are not over 18, your parent or guardian must enter into this Agreement and provide your details as well as their details, together with their consent to your use of the Site, Classroom and Tutor Services, and the term “Student” and “you” or “your” will be interpreted as applying to either or both the minor student and the parent/guardian in this Agreement, as applicable in the context;
(b) provide up-to-date, complete and accurate account information for LumenEd’s preferred payment processor that is valid and legally registered to you, and ensure that you have sufficient funds to pay for Tutor Services, so that LumenEd is able to accept payments from you; and
(c) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
Please note that the third party payment processor used by LumenEd may require you to input your Social Insurance Number or certain other information that is your personal information. Such information is NOT stored by LumenEd, and any processing and storage of such information will be done by the third party payment processor and subject to their privacy and security policies. You specifically agree that LumenEd may rely on the accuracy of the information provided by you to LumenEd, and that LumenEd will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to LumenEd.
You may also register to use the Services by creating or logging into your LumenEd account using certain supported third party social networking sites (“SNS”) (including, but not limited to Facebook) via our Site. When you register by logging into an SNS via our Site, we will obtain the personal information you have provided to that SNS (including, but not limited to your “real” name, profile picture, email address, list of SNS friends and any other information that you make available via the applicable SNS) from the account you have with such SNS and use that information to create your account with LumenEd; the information we obtain may depend on the information you provide to the applicable SNS and/or the privacy settings you have set or applied with the applicable SNS, and LumenEd reserves the right to require you to provide additional information to create and maintain your account with LumenEd, as applicable.
2.3 User IDs. LumenEd provides you with the ability to create a user ID and password (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information, and in particular, Tutors will not permit other tutors to use their Account, nor shall Students permit other students to use their Account. LumenEd is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by anyone accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
2.4 No Liability for Tutor Services. You acknowledge that the relationship between LumenEd, Students and Tutors is that of independent contractors; nothing in this Agreement shall imply that Tutors are LumenEd’s employees or agents, nor that LumenEd has any responsibility to assess, investigate or evaluate any individual Students, Tutors, Tutor Services or Tutor Content. LumenEd expressly disclaims any representation that it has any supervision, control or direction over Students, Tutors, Tutor Services or Tutor Content, or that it can guarantee anything on behalf of the Students or Tutors, including without limitation, their background, qualifications, the quality of the Tutor Services or Tutor Content, or abilities. LumenEd’s sole responsibility under this Agreement is to provide Students with the descriptions of Tutor Services posted by Tutors, enable Students and Tutors to interact through the Site and Classroom, make reasonable efforts to facilitate communications between Students and Tutors (including in the event of any dispute), and remit the appropriate payments from Students to Tutors, minus LumenEd’s administrative fee for such Services. ALL ACTS UNDERTAKEN BY YOU PURSUANT TO THE SERVICES IS AT YOUR OWN RISK, AND ALL GUARANTEES AND REPRESENTATIONS MADE BY TUTORS OR STUDENTS ARE THEIR RESPONSIBILITY, NOT ENDORSED BY LUMENED. THE SITE, CLASSROOM AND SERVICES COMPRISE AN ONLINE PLATFORM WHICH FACILITATES THE CONNECTION BETWEEN USERS AND TUTORS FEATURED ON THE SITE AND VIA THE SERVICES. YOU UNDERSTAND AND AGREE THAT LUMENED IS NEITHER A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN A STUDENT AND A TUTOR NOR DOES LUMENED HAVE ANY CONTROL OVER THE TUTOR SERVICES OR THE CONDUCT OF STUDENTS, TUTORS AND OTHER USERS OF THE SITE, CLASSROOM AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ANY MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN STUDENTS, TUTORS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES OF TUTOR SERVICES PROVIDED BY TUTORS ARE DONE AT THE PARTIES’ SOLE RISK.
2.5 Suspension of Services. LumenEd reserves the right to change, suspend or discontinue the Services or any part of the Services at any time, including the availability of any feature or content, account access, or any promotion offered by LumenEd. LumenEd may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without notice or liability.
2.6 Use Services at Your Own Risk. As Student Content and Tutor Content is created by you, and by many other people over whom LumenEd has no control, you acknowledge that your use of the Services may result in access to references to third parties, links to third party websites or documents, and other third party information. Third party websites, documents, information, opinions, advice or statements (including those made by users of the Services) are not under the control of LumenEd, and LumenEd is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their content. All content obtained through the Services is provided on an “AS IS” basis, and although LumenEd will make reasonable attempts to respond to content complaints in a timely manner, LumenEd makes no warranties or guarantees whatsoever that content that is offensive to any one particular user will be removed. OTHER THAN TO THE LIMITED EXTENT REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL LUMENED BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE TUTOR SERVICES OR THE SERVICES , OR ON INFORMATION OBTAINED THROUGH THE TUTOR SERVICES OR THE SERVICES (INCLUDING FROM TUTORS, STUDENTS OR ANY THIRD PARTY, AND INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
2.8 Disclaimer. You are solely responsible for all equipment necessary to access and use the Site, Classroom and Services. LumenEd is only providing the platform through which Students and Tutors communicate, and is not responsible for: (a) any delays or cancellations in relation to Tutor Services, (b) unsuccessful experiences with Tutor Services, (c) any Student Content or Tutor Content, (d) personal issues between Students and Tutors, (e) the effectiveness of the Tutor Services or Tutor Content in meeting Students’ needs, (f) pricing of the Tutor Services or Tutor Content, (g) issues with your computer equipment, mobile device, the Internet, or your ISP in accessing or using the Services, or (h) charges relating to your wireless network carrier or use of your mobile device in using the Services.
2.9 Classroom. LumenEd may make and use recordings of your voice and video in your use of the Classroom. This data is not used individually to identify users of the Site or Classroom, but is used by LumenEd and its representatives for the purposes of learning and technology improvement related to education delivery.
3.2 License to LumenEd Content. Subject to your compliance with the terms and conditions of this Agreement, LumenEd grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any LumenEd content solely for your personal and non-commercial purposes; and (ii) to access, modify, edit and download any Student Content or Tutor Content to which you are permitted access solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Classroom, Services or any content (whether LumenEd content, Student Content or Tutor Content), except as expressly permitted in this Agreement.
3.3 License to Tutor Content and Student Content. By making any Tutor Content or Student Content available on or through the Site, Classroom or Services, you hereby grant the following license to LumenEd, which LumenEd may exercise solely in connection with the Services, including its promotion of the Services, directly or indirectly: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to other users of the Services (including Students and Tutors), to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Tutor Content and Student Content, subject to any privacy restrictions as described in Section 6 . LumenEd does not claim any ownership rights in any Tutor Content or Student Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your own content.
3.4 Responsibility for Content. You acknowledge and agree that you are solely responsible for all content that you make available through the Site, Classroom or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all content that you make available through the Site, Classroom or Services or you have all rights, licenses, consents and releases that are necessary to grant to LumenEd the rights to use such content as contemplated under this Agreement; and (ii) neither your content nor your posting, uploading, publication, submission or transmittal of such content or LumenEd’s use of your content (or any portion thereof) on, through or by means of the Site, Classroom or Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. Rules for Using the Services
4.1 Your Obligations. Your use of the Services is conditional upon you following the rules below. Without limiting the below restrictions, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
(a) Keep your Access Information to yourself.
You will not permit anyone other than you, as an individual, to obtain access to the Services through your LumenEd account or otherwise using your Access Information.
(b) Use the Services in a legal manner.
You must only use the Services in accordance with this Agreement and applicable law, and you represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services. You must comply with the terms and conditions of any agreements entered into between you and any third party (including without limitation Internet service providers), and to the extent that such agreements impose additional restrictions respecting your use of the Services (whether by reason of usage limitations or otherwise), you will use the Services in compliance with such restrictions.
(c) Be civil and respectful.
You will at all times during your use of these Services and your transactions and interactions with other users, act in a civil, courteous and respectful manner, and will not take any action that could reasonably endanger or damage the health, well-being or property of LumenEd, other users of the Services or any third party with whom you may have contact in connection with the Services.
(d) Be truthful and accurate.
You must ensure that any information that is provided to LumenEd and other users through the Services pursuant to this Agreement is true, accurate, current and complete, to enable Students to assess accurately whether or not the Tutor Services and Tutor Content will be reasonably suitable for their needs, to allow Tutors to effectively provide Tutor Services to Students, and to enable LumenEd to provide the Services.
(e) Respect the rights of others.
You must ensure that you have the right, and have obtained all relevant permissions, to provide LumenEd with any content that you may post, and you must handle any information you obtain about other users as a result of the Services in accordance with the privacy and confidentiality provisions of this Agreement.
(f) Don’t use the Services to harm anyone or to commit crimes.
You must not in any way use the Services to: (i) harass, abuse, defame, defraud, or deceive any other users or other third parties, (ii) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (iii) engage in defamatory, obscene, pornographic, vulgar or offensive behaviour or activities, or (iv) to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any harassment, any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party’s privacy rights.
(g) Be responsible.
You will be solely responsible for all activities with respect to activities undertaken by you through the Services, including accessing and posting content, and you will perform those activities to the best of your abilities, in a professional manner.
(h) Use the Services only for the purposes for which it is intended.
You will use the Services only for the intended purposes, which includes not using the Services to provide to third parties, for a fee or other consideration, a product or service whose value derives, entirely or substantially, from the functionality of the Site or Classroom, other than the Tutor Services for which you pay fees to LumenEd.
(i) Don’t harm any security or computer systems.
You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including LumenEd and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services). This includes not: (i) taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfering or attempting to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypassing, circumventing or attempting to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) running any form of auto-responder or “spam” on the Services; (v) using manual or automated software, devices, or other processes to “crawl” or “spider” any page of our websites; (vi) harvesting or scraping any content from the Services; or (vii) otherwise taking any action in violation of our guidelines and policies.
(j) Don’t spam.
You must not make any Submissions that would constitute unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”). You must also refrain from using the Services in any way connected with any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation.
(k) Help to investigate.
You will cooperate with LumenEd and provide information requested by LumenEd to assist LumenEd and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
(l) Tutor Requirements.
If you are a Tutor, you must: (i) be authorized to provide, and legally capable of providing, the Tutor Services and Tutor Content, (ii) have the requisite knowledge in the subject(s) you select via the Services to provide Tutor Services in such subjects to Students; (iii) will utilize Student-paid Tutor Services time solely to provide Tutor Services; (iv) are or were a student at the academic institution(s) you listed as your school at the time of registration of your Account to use the Site, Classroom and Services; and (v) provide the Tutor Services and Tutor Content in a competent and professional manner.
5. Tutor Services and Fees
5.1 Tutor Services used through the Services are subject to amounts to be paid in exchange for the Tutor Services to be provided by the Tutor, subject to the provisions of Section 5.2 below. These amounts include but are not limited to: (a) Tutor’s hourly rate as listed; (b) travel and transportation fees; (c) cancellation fees as described in a Tutor’s cancellation policy, which can be found on a Tutor’s profile on the Site or if one is not posted, LumenEd’s default cancellation policy applies (https://lumened.io/cancellation-policy/); (d) a service fee as listed and (e) the platform fee arranged between the Tutor and LumenEd. By using the LumenEd Site, Classroom or Services as a Student, you agree to make all of your payments to Tutors respecting Tutor Services through the LumedEd system. Any agreed upon travel or other compensation adjustments should be negotiated between the Student and the Tutor and incorporated into the Tutor’s hourly rate. Students will pay in advance for any Tutor Services sessions. It is the responsibility of the Student and Tutor to attend and deliver each Tutor Services session within the scheduled time. Cancellations and re-scheduled sessions may be refunded based on the Tutor’s posted cancellation policy, or if one is not posted, LumenEd’s default policy applies (https://lumened.io/cancellation-policy/).
5.2 As a Student, by submitting a request for Tutor Services, you authorize LumenEd to charge your Payment Account for the amount of the fee for the Tutor Services, as described in Section 5.1. Student will not be responsible for paying such fee if the applicable Tutor refuses the Student’s request for Tutor Services, and any amounts that may have been charged to the Student’s Payment Account in relation to such refused Tutor Services session will be refunded to the Student’s Payment Account.
5.3 Nothing herein shall obligate any Tutor to accept any Student request for Tutor Services. Tutor shall be entitled to refuse to provide Tutor Services to any Student if the Student has breached, or is in breach, of any portion of Section 3.1 herein, and in the event of such refusal, the Student has no right to any refund of the Tutor Services fee relating to the Tutor Services session in which the Student engaged in such breach. Students shall be entitled to refuse to accept any Tutor Services from any Tutor if such Tutor has breached, or is in breach, of any portion of Section 4.1 herein, and in the event of such refusal, the Student shall be entitled to a refund of the Tutor Services fee relating to the Tutor Services session in which the Tutor engaged in such breach.
5.4 In order for a Student to receive a refund of the fee in relation to Sections 5.1 or 5.3, such Student must notify LumenEd within five (5) days after the applicable Tutor Services session, and must provide LumenEd with sufficient details to allow LumenEd to investigate such issue, whether it relates to cancellation, rescheduling or breach. LumenEd will review all such issues and will, in its sole discretion, accept or reject a refund request. If a refund is accepted, the appropriate amount will be returned (and/or the applicable credit card charge will be reversed) and the Tutor will not be paid for his or her provision of the relevant Tutor Services. Students who invoke refund requests multiple times will be subject to review, which may result in the suspension and/or termination of their Account entirely. Additionally, failure to notify LumenEd within such five (5) day period may result in the fee being processed, and thereafter, LumenEd’s sole responsibility shall be to provide the Student and the Tutor with contact information to allow such Student and Tutor to directly resolve any outstanding issues.
6. Privacy and Confidentiality
6.2 Consent to Information Use. Additionally, by submitting personal information to LumenEd pursuant to this Agreement, including without limitation your name and e-mail address, you consent to the collection, processing, transmission and disclosure of such information by LumenEd for the purposes of LumenEd’s provision of the Services and LumenEd’s internal use and specifically the purposes for which such information has been requested. You specifically agree that LumenEd may disclose such information to third parties to the limited extent necessary to provide you with the Services.
6.3 Information Provided Between Users. You acknowledge and agree that any information provided to you in the course of using the Services (including with respect to the Tutor Services) in relation to any other user (including name and contact information) is to be considered the personal information of such user, is to be kept confidential by you, and is to be used by you only for the purposes of properly using the Services, including participating in the Tutor Services. Any other use is strictly prohibited, unless you have the express consent of that specific user for any other use. In the event that you do not have the express permission of such user to retain such information, you agree to destroy or permanently delete such information promptly upon completion of your interactions with such user, provided that Students may retain Tutor Content provided to them in the course of Tutor Services, other than any personal information relating to the Tutor where such Tutor requests that it be destroyed or deleted. The foregoing shall include, without limitation, any photographs, videos, or other types of recordings in any media whatsoever taken during the course of the Tutor Services, and no such photographs, videos, or other types of recordings of an individual may be used for any reason without that individual’s express prior written consent.
7. Intellectual Property Rights
7.1 Ownership of Intellectual Property. You acknowledge that the Site, Classroom and Services are owned by LumenEd, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Site, Classroom and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Site, Classroom and Services.
7.2 Rights in Intellectual Property. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Services, or any part thereof. Your only rights to the Site, Classroom, Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved. Without limiting the foregoing, you are not permitted to use, display, mirror or frame the Site or Classroom, or any individual element within the Site, Classroom or Services, LumenEd’s name, any LumenEd trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without LumenEd’s express written consent.
7.3 Third Party Intellectual Property. All intellectual property rights in third party content accessible through the Services are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such content, and the unauthorized reproduction or distribution of such third party content is prohibited by applicable law.
8. Disclaimer of Warranties
8.1 No Warranty. THE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. LUMENED ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES WILL LUMENED BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES, SITE OR CLASSROOM. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES, TUTOR SERVICES, SITE AND CLASSROOM IS SOLELY AT YOUR OWN RISK.
8.2 Your Sole Responsibility. LumenEd has no special relationship with or fiduciary duty to you, and you acknowledge that LumenEd has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation: (a) which users use the Services, (b) what content you or other users post on, or send through, the Services, (c) how you or any other user may interpret or use any content posted on or sent through the Services, or (d) what actions you or any third party may take as a result of use of the Services by you or any other user. LumenEd makes no representations or warranties whatsoever concerning any information available through the Services, and LumenEd will not be responsible or liable for in any way for any such information, including its accuracy, quality or reliability (whether in individual or aggregate form), or the timeliness or currency of any data obtained through the Services. You are solely responsible for evaluating whether the information obtainable through the Services suits your needs.
9. Limitation of Liability
9.1 Limited Damages Only. The only type of damages that can be recovered against LumenEd arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising as a result of LumenEd’s gross negligence or wilful misconduct. IN NO EVENT WILL LUMENED’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SITE, CLASSROOM OR SERVICES EXCEED THE AMOUNT OF ALL AMOUNTS YOU HAVE PAID OR HAVE BEEN PAID IN CONNECTION WITH YOUR RECEIPT OR PROVISION OF TUTOR SERVICES (AS APPLICABLE) DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD, OR FIVE HUNDRED DOLLARS (CAD$500.00) (WHICHEVER IS LESS). LUMENED SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES.
9.2 No Indirect Damages. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LUMENED BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF LUMENED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10.1 Your Responsibility to Indemnify. You agree to indemnify, defend and hold harmless LumenEd, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (a) your use or misuse of the Services, (b) any breach of this Agreement by you, (c) the infringement by you, or any third party obtaining access to the Services using your Access Information, of any intellectual property or other right of any person or entity, or (d) your violation of any third-party rights or any applicable laws. LumenEd reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with LumenEd, at your expense, in asserting any available defences.
11.1 Termination by You. You may terminate this Agreement at any time upon notice to LumenEd. Upon any termination of this Agreement for any reason (whether by you or by LumenEd), you must cease all use of the Services.
11.2 Termination by LumenEd. LumenEd reserves the right, in its sole and complete discretion, to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services, access any information through the Services, and use any materials obtainable through the Services will immediately cease. Any fees paid by you, if any, are non-refundable. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.
11.3 Additional Remedies. Without limiting other remedies, LumenEd may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) LumenEd is unable to verify or authenticate any information you provide; or (c) LumenEd believes that your actions may cause financial loss or legal liability for you, other users or LumenEd.
11.4 Legal Investigation. LumenEd reserves the right to investigate suspected violations of this Agreement. You hereby authorize LumenEd to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers and your Accounts in order to enforce the terms and conditions of this Agreement.
11.5 Non-Exclusive Remedies. The above-described actions are not LumenEd’s exclusive remedies and LumenEd may take any other legal, equitable or technical action it deems appropriate in the circumstances. LumenEd will not be liable for any damage caused by the termination of this Agreement.
12. General Provisions
12.1 Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement. However, LumenEd reserves the right, in its sole discretion, to modify or replace any terms of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on our website or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. While LumenEd will provide notice of modifications, it is also your responsibility to check this Agreement and any rules posted on the Services periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Site, Classroom and Services.
12.2 Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without LumenEd’s prior written consent, which consent may be delayed or withheld by LumenEd in its sole discretion. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. LumenEd may assign or transfer this Agreement, in its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
12.3 Governing Law. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
12.4 Electronic Agreement. You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by LumenEd to show your acceptance of this Agreement and/or your agreement to use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
12.5 Invalidity of Provisions. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
12.6 English Language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
12.7 Capacity to Enter Into Agreement. If you are residing in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement. Furthermore, if you are residing in a jurisdiction which prohibits your use of the Services, you may not enter into this Agreement. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction that your use of the Services is allowed. You further represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
13.1 Contacting LumenEd. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to LumenEd or its business, please contact LumenEd at: info [at] LumenEd.io