Terms of service
ChallengeU – Terms of Service Effective as of September 10th, 2015
Welcome to ChallengeU! We hope that you will enjoy the great features of our unique interactive educational and knowledge transfer services (the “Services”).
These terms of service (the “Terms of Service”) are a legal agreement between you and 9249-9219 Québec Inc. (“ChallengeU”, “we”, “us” or “our”) setting forth, among other things, the terms and conditions for (i) your access and use of the www.challengeu.com websites and any related sub-domains, which are operated by ChallengeU (the “Website”) and (ii) the provision by ChallengeU of the Services to you.
PLEASE READ ALL THE TERMS OF SERVICE CAREFULLY
By accessing or using the Website and/or using the Services, you accept and agree to the provisions of the Terms of Service without any reservations, modifications, additions or deletions. If you do not agree to any provisions contained in the Terms of Service, you are not authorized to use the Website or the Services. You may be denied access to the Website and/or the Services, with or without notice to you, if you do not comply with the provisions of the Terms of Service.
1. REGISTRATION AND SCOPE OF THE SERVICES
Age and Responsibility.
You represent that, under the laws that apply to you, (i) you are capable of entering into a contract and (ii) you are of sufficient legal age to use the Website and the Services and to create binding legal obligations for any liability you may incur as a result of the use of the Website or the Services. It is solely your responsibility to determine whether your use of the Website and the Services is lawful, and you must comply with all applicable laws.
Registration; Account Information
- We restrict access of the Services to registered users.
- Certain of the Services are free of charge, while other Services are paid Services. These paid Services are clearly noted on the Website, and the content available for purchase may be referred to in the present Terms of Service as “Paid Content”.
- You agree to provide truthful and accurate account information, including but not limited to a username, password, name and valid email address (collectively, your “Account Information”).
- You agree to update your Account Information as necessary to keep it accurate.
Description of the Services.
As a registered user of ChallengeU, you will have access to the following features:
- Tools to create content and challenges;
- Indexation of content using tags and keys;
- Sharing capabilities between users;
- Searching for content;
- Purchase or, upon prior approval from Didacti, distribution of Paid Content.
2. USER GENERATED CONTENT
In connection with your use of the Website, you may display, post, submit, transmit or otherwise make available certain content (text, photographs, videos, sounds, etc.), including personal information (collectively, the “Content”, which may include Paid Content).
BY PROVIDING ANY CONTENT TO US, ON THE WEBSITE OR THROUGH THE WEBSITE, YOU REPRESENT AND WARRANT THAT (I) YOU ARE ENTITLED TO SUBMIT SUCH CONTENT (AS AN OWNER, LICENSEE OR OTHERWISE) AND TO GRANT DIDACTI THE LICENSE DESCRIBED IN THE PARAGRAPH BELOW, (II) SUCH CONTENT IS ACCURATE, NOT CONFIDENTIAL AND NOT IN VIOLATION OF ANY CONTRACTUAL RESTRICTIONS, INTELLECTUAL PROPERTY RIGHTS OR OTHER THIRD PARTY RIGHTS AND (III) DIDACTI MAY SHARE THIS CONTENT WITH OTHER USERS OF THE WEBSITE AND SERVICES, OR SUB-LICENSE THE PAID CONTENT FOR REMUNERATION WITH OTHER USERS OF THE WEBSITE AND SERVICES AS MORE FULLY DESCRIBED HEREINBELOW.
You (or your licensors) retain all right, title and interest in and to the Content, including any and all intellectual property rights thereof. However, by providing any Content on or through the Website, You grant ChallengeU (and its successors and affiliates) a royalty free (except as it relates to the Paid Content), non-exclusive, worldwide, perpetual, irrevocable, unlimited, assignable and sub-licensable right and license to host, copy, reproduce, translate, adapt, edit, reformat, compile, publish, transmit, display, broadcast, distribute (including for remuneration with regard to Paid Content, as more fully described hereinbelow), publicly perform, prepare derivative works based upon, and otherwise use and exploit any and all the Content posted by you for any purpose on or in connection with the Website or the Services or the promotion thereof. This right ends when you delete the Content you have posted or when you cancel your account (see Section “Cancelling Your Account”).
Third Party Sites.
The Website and the Services may contain links to third party sites or resources that are not owned or controlled by ChallengeU. ChallengeU has no control over, and assumes no responsibility for, any content, privacy policies, practices or availability of any third party sites or resources or the products, services or other materials on or available from such sites or resources. You are and remain subject to the terms and policies of those third parties where applicable. By using the Website and the Services, you expressly relieve Didacti from any and all liability (direct or indirect) arising from your use of any third-party site or resource accessed from the Website or the Services. We encourage you to ask questions before you disclose your personal information to anyone.
You understand and expressly agree that:
- The Content is the sole responsibility of the person from whom such Content originated. This means that you, and not ChallengeU are entirely responsible for all Content that you display, post, transmit or otherwise make available on the Website and that ChallengeU is not liable in any way for any loss or damage of any kind incurred, including by any third party, as a result of the use of any Content that is displayed, posted, transmitted or otherwise made available on or through the Website;
- You are liable for any illegal or prohibited Content (see Section 3 – Prohibited Acts);
- You must comply with all applicable laws including, without limitation, privacy laws, intellectual property laws and regulatory requirements; and
- ChallengeU does not control the Content posted on the Website and does not guarantee the accuracy, integrity or quality of such Content or that such Content will remain available to you or others. That being said, Didacti will use commercially reasonable efforts to block or remove offensive, abusive or inappropriate Content discovered by or reported to ChallengeU. However, ChallengeU cannot and will not review all Content, and you understand that by using the Website, you may be exposed to Content that is offensive, abusive or inappropriate.
3. PAID CONTENT AND PAYMENT PROCESSING
Paid Content is available through the Services. Paid Content is licensed between users, not sold. Licenses for Paid Content are non-exclusive, and are valid for a period of time determined by the Licensor. Without limiting the generality of the terms of the previous section with regard to Content or the next section with regard to Prohibited Acts, the present section describes the rights and responsibilities of authors and purchasers of Paid Content, and of ChallengeU, as well as aspects of the payment process.
Authors of Paid Content (hereinafter “Licensors”).
- Licensors are responsible for the accuracy, relevance and quality of the Paid Content and ChallengeU disclaims any and all responsibility thereto;
- Licensors may not post Paid Content that is offensive, racist, misogynistic or otherwise inappropriate or that violates any intellectual property right of any third party;
- Licensors are responsible for determining the price of their own Paid Content (hereinafter “License Fees”), as permitted by the functionality of the Services;
- Licensors shall not delete or make private the Paid Content after it is posted and made available for licensing; provided that Licensors may delete a portion of Paid Content, but such deletions may not be substantial;
- Licensors may enhance or modify their Paid Content after it is posted and made available for licensing, but any such modifications may not be substantial;
- Licensors shall be entitled to receive 70% (seventy percent) of the totality of the License Fees received by Didacti for their Paid Content, as per the payment schedule defined hereinbelow;
- Licensors shall be responsible for all pedagogical support to Licensees with respect to their Paid Content;
- Licensors may not terminate their account while there are outstanding valid licenses. Where a Licensor cancels their account with outstanding licenses in effect, the Licensor shall reimburse the totality of the License Fees to the Licensees who hold outstanding valid licenses.
Purchasers of Paid Content (hereinafter “Licensees”).
- Licensees shall pay the License Fee for the Paid Content, plus all applicable taxes, as per the listed price determined by the Licensor;
- Licensees shall be entitled to a full refund of the License Fee within 45 (forty-five) days of purchase of a license for a valid reason made in writing to firstname.lastname@example.org made within 15 (fifteen) days of purchase. ChallengeU shall in its sole discretion determine whether a refund is warranted;
- Licensees may not copy or distribute the Paid Content in any other medium or in any other form, or in any way violate the intellectual property rights of a Licensor.
Rights and Responsibilities of ChallengeU with Respect to the Paid Content.
- ChallengeU reserves the right to terminate the account of any Licensor or remove any Paid Content for any violation of the Terms of Service on behalf of the Licensor, without any compensation to Licensor;
- ChallengeU reserves the right to terminate the account of any Licensor, remove any Paid Content, or provide a refund within 45 days based on complaints from Licensees (which shall be substantiated by Didacti), without any compensation to Licensor;
- Within 30 (thirty) days of the first business day of every calendar quarter, Didacti shall pay Licensors 70% (seventy percent) of all License Fees received for a Licensor’s Paid Content received in the preceding calendar quarter, less any rebates, refunds or other reimbursements granted or made to Licensees during such quarter;
- Didacti shall be responsible for technical support to both Licensors and Licensees as needed;
- ChallengeU shall in no way be responsible for any lost License Fees, or other damages to Licensors, whether pecuniary or non-pecuniary, resulting from technical issues or other causes outside ChallengeU’s reasonable control;
- ChallengeU shall not re-distribute the Paid Content or copy the Paid Content into any other medium for the purposes of distribution, without the prior written consent of Licensors;
- ChallengeU in no way guarantees or warrants any level of sales of licenses to Paid Content, and is in no way responsible for marketing the Paid Content except as permitted by the functionality of the Services;
- In the event ChallengeU ceases business operations for any reason, Didacti shall reimburse any outstanding License Fees to the Licensees still holding valid active licenses;
- ChallengeU may use the Paid Content, the Licensor’s or Licensee’s logos or other non-personally identifiable information for the purposes of marketing the Services, without additional compensation to Licensor or Licensee. ChallengeU may also use excerpts of the Paid Content to promote a Licensor’s Paid Content in their store, or over social networks, newsletters, or other websites;
- Nothing in the present section shall limit the rights of ChallengeU as described elsewhere in these Terms of Service.
All purchases of Paid Content licenses made through the Website are processed using a secure https:// connection, and payment processing is handled through the online payment processor Stripe.
Stripe accepts a wide variety of payment options, but this is subject to change without notice. Once transactions are accepted by the Stripe, they are processed in accordance with the Stripe’s program terms and conditions, which are available at https://stripe.com/ca/terms, and are hereby incorporated by reference in the present Terms of Service. ChallengeU and Stripe are unaffiliated companies and ChallengeU has no influence on the operations of Stripe, and ChallengeU shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of Stripe.
Pricing of the Paid Content licenses are determined by the Licensor, and can found on the Website at the time of purchase of the Paid Content license. All prices are firm and in Canadian dollars that may be converted to other currencies by Stripe at the time of payment processing, depending on your country of origin and / or credit card account agreement, or the terms of your account of other payment method.
In the event that Paid Content is mistakenly listed at an incorrect price by the Licensor, ChallengeU reserves the right to refuse or cancel any orders placed for Paid Content listed at the incorrect price. ChallengeU reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and the Licensee’s credit card or other payment method. If the Licensee has already been charged for the purchase and the order is cancelled, ChallengeU shall issue a credit to the credit card or other payment method used to make the purchase in the amount of the incorrect price (plus any taxes, as applicable).
4. PROHIBITED ACTS
So that the Website and the Services are available for all users to enjoy, you may not, and hereby represent, warrant and covenant that you will not or permit or enable third party to:
- Access or attempt to access any or the Services by any means other than through the Website or use automated tools to operate the Services (scripts, etc.); or
- Use the Website or Services in a way (including without limitation displaying, posting, transmitting or otherwise making available any Content on or through the Website) that (i) violates the Terms of Service (including, without limitation, through the posting of any Content that violate third party rights or applicable laws); (ii) you do not have the right to disclose or 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 non-disclosure agreements); (iii) is unlawful, infringing, harmful, threatening, tortious, defamatory, libellous, offensive, abusive, obscene, pornographic, sexually explicit, vulgar, invasive of another’s privacy, profane, hateful, fraudulent, malicious, lascivious, filthy, violent or otherwise objectionable or improper, or which encourage conduct that would violate any law or government regulation or give rise to civil or criminal liability under any law; (iv) harasses or advocates harassment of another person; (v) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming”; (vi) involves the sending of any virus, Trojan horse, worm, harmful code, shutdown mechanism or similar mechanism; (vii) promotes information that you know is false, misleading, defamatory or promotes illegal activities or conduct; (viii) solicits passwords, or personal identifying information for commercial or unlawful purposes from other users; (ix) interferes with or disrupts the Website the Services ; (x) collect or “harvest” from the Website the names and/or other information of other users for the purpose of transmitting to those other users unsolicited commercial messages; or (xi) otherwise violates any local, national or other applicable law or regulation.
ANY USE OF THE WEBSITE OR THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THE TERMS OF SERVICE IS STRICTLY PROHIBITED AND MAY RESULT, AT CHALLENGEU’S DISCRETION, IN THE SUSPENSION OR TERMINATION OF YOUR ACCOUNT.
Any misuse of the Website or Services may be reported to email@example.com. You can also “flag” on the Website any Content that you believe is incorrect or inappropriate.
5. SERVICE INTERRUPTIONS
You acknowledge that: (i) your access to and use of the Website and/or the provision of Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Website and/or the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we are entitled, without any liability to you, to suspend access to any portion or all of the Website and/or the Services at any time (a) for scheduled downtime to permit us to conduct maintenance or make modifications to the Website and/or the Services; (b) in the event of a denial of service attack or other attack on the Website or other event that we determine, in our sole discretion, that a risk to the Services, to you or to any of our other users may be created if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Interruptions”).
ChallengeU shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Interruption.
Notice of Interruption.
To the extent we are able, we will endeavour to post updates on the Website, and through other means (e.g. Twitter or our blog), regarding any Service Interruption and resumption of service following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.
You understand and agree that you are solely responsible for maintaining the confidentiality of your Account Information (including passwords) and for restricting access to your hardware device while using the Services. You agree to accept responsibility for all activities that occur under your account or from your hardware device.
We endeavour to use reasonable security measures to protect against unauthorized access to your account. We cannot, however, guarantee absolute security of your account or the personal information we collect, and we cannot promise that our security measures will prevent third-party “attackers” from illegally accessing the Website or its content. You agree to immediately notify ChallengeU of any unauthorized use or your account, or any other breach of security at firstname.lastname@example.org, and you accept all risks of unauthorized access to the Website, your Account Information and any other information you provide to Didacti or through the Website.
Disclaimer and Indemnity.
ChallengeU will not be responsible for any losses arising out of the unauthorized use of your account and you agree to indemnify and hold harmless ChallengeU, its shareholders, officers, directors, employees, agents, partners and/or licensors, as applicable, for any improper, unauthorized or illegal uses of your account.
7. CANCELATION AND TERMINATION OF YOUR ACCOUNT
Cancelling Your Account. You can cancel your account at any time by contacting ChallengeU at email@example.com.
Termination by ChallengeU.
Didacti may terminate your account immediately (i) in the event of breach or violation of the Terms of Service by you or (ii) as set forth in the section “Warranty Disclaimer” (see paragraph 9 below).
All provisions of the Terms of Service which by their nature should survive the termination of an agreement shall survive the termination of the Terms of Service, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability and indemnification. Termination of your access to and use of the Website and the Services shall not relieve you of any obligations arising or accruing prior to such expiration or termination or limit any liability which you otherwise may have towards Didacti, including without limitation any indemnification obligations contained herein.
8. INTELLECTUAL PROPERTY
Grant of License.
Didacti grants you a personal, non-exclusive, non-transferable, worldwide, revocable license to access and use of the Website and the Services in accordance with the terms set forth in the Terms of Service. The Website and the Services are made available to you for your non-commercial use only. You need to obtain our permission if you want (i) to sell, distribute, license or in any other way exploit, in whole or in part, the Services or the use of the Website (including by way of a bundle with other products and/or services) or any information or software associated with them or (ii) to modify or create derivative works from the Website, in whole or in part.
Reservation of Rights.
ChallengeU reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. You may not sublicense, assign, or transfer the license granted to you under the Terms of Service, and any attempt to sublicense, assign, or transfer any part of your rights under the Terms of Service is void.
The following are trademarks (registered or not) of ChallengeU: “ChallengeU”, the ChallengeU logo (), as well as certain other Didacti trademarks, service marks, graphics, logos and slogans such as (collectively, the “Trademarks”) that are used in connection with the Website and the provision of Services. The Website may also contain third-party trademarks, service marks, graphics, and logos, including with respect to products and/or services that may be purchased on our partners’ websites (collectively, the “Other Trademarks”).
All content displayed on the Website as well as all the software (including any source code) used in connection with the Website or the Services are the exclusive property of ChallengeU or third parties (including other users of the Website or Services) and is protected by copyright laws.
Nothing appearing on the Website will be construed as granting you any license, right, title or interest relating to the Trademarks, the Other Trademarks or other intellectual property used in connection with the Website and/or the Services (collectively, the “Intellectual Property”). The Intellectual Property remains the exclusive property of ChallengeU or its owners. Except as stated herein, you agree not to display, copy, reproduce, use or distribute any Intellectual Property without our prior written consent. Also, you cannot mirror any material contained on the Website or made available through the Services.
If you choose to communicate to us comments or suggestions for improvements to the Website or the Services (collectively, “Feedback”), you may do so by writing to us at firstname.lastname@example.org. However, we shall own all right, title, and interest in and to the Feedback and we shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and waive in favour of ChallengeU, its successors and assigns all you moral rights in the Feedback, and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback. You acknowledge and agree that: (i) your Feedback does not contain confidential or proprietary information; (ii) ChallengeU is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) ChallengeU shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (iv) ChallengeU may have something similar to the Feedback already under consideration or in development; and (v) you are not entitled to any compensation or reimbursement of any kind from ChallengeU under any circumstances.
9. LAW ENFORCEMENT
ChallengeU reserves the right, without any limitation whatsoever, to: (i) investigate any suspected breaches of the Website security or its information technology or other systems or networks; (ii) investigate any suspected breaches of this Terms of Service or violations of any additional terms, conditions and rules posted in connection with a particular service or feature on the Website; (iii) involve and cooperate with law enforcement authorities in investigating any such matters; (iv) prosecute violators of the Terms of Service to the full extent permitted by applicable law; and (v) delete or modify any content on the Website, including any of your Content.
“As is” basis.
THE WEBSITE AND THE SERVICES (INCLUDING ALL THE CONTENT) ARE PROVIDED TO YOU “AS IS.” THE ACCESS OR USE OF THE WEBSITE AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR HARDWARE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OR USE OF THE WEBSITE OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIDACTI DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. DIDACTI MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE WEBSITE AND THE SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND DIDACTI DISCLAIMS ANY LIABILITY RELATING THERETO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
CHALLENGEU MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THE ACCESS, THE USE OR THE RESULTS OF THE USE OF THE WEBSITE, THE PROVISION OF THE SERVICES OR THE CONTENT PROVIDED BY THE USERS ARE OR WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, CHALLENGEU MAY MODIFY, SUSPEND, OR DISCONTINUE ANY ASPECT OR FEATURE OF THE WEBSITE AND/OR THE SERVICES OR YOUR ACCESS OR USE OF THE WEBSITE AND/OR THE SERVICES, OR WITHDRAW ANY CONTENT FROM THE WEBSITE, WITHOUT ANY LIABILITY TO YOU OR TO ANY THIRD PARTY WHATSOEVER.
YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY CONTENT ON THE WEBSITE (INCLUDING PERSONAL INFORMATION) IS AT YOUR OWN RISK. CHALLENGEU DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH CONTENT IN ANY WAY.
Third Party Content.
SOME OF THE CONTENT DISPLAYED ON THE WEBSITE MAY INCLUDE MATERIALS (INCLUDING WITH RESPECT TO PRODUCTS OR SERVICES) THAT BELONG TO OR ARE PROVIDED BY THIRD PARTIES. YOU ACKNOWLEDGE THAT DIDACTI ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS AND/OR SERVICES.
11. LIMITATION OF LIABILITY AND INDEMNIFICATION
Limitation of Liability.
IN NO CASE WILL CHALLENGEU, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES OR OTHER DAMAGES, OR FOR ANY LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING OUT OF OR RELATING TO (I) YOUR ACCESS, USE, MISUSE OR INABILITY TO ACCESS OR USE THE WEBSITE OR THE SERVICES OR (II) THE INTERRUPTION, SUSPENSION OR TERMINATION OF ANY PART OF OR ALL THE WEBSITE AND/OR THE SERVICES, AND IN BOTH CASES (I) AND (II) REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, WARRANTY, DELICT, QUASI-DELICT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY) AND EVEN IF CHALLENGEU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS OF SERVICE, IN NO EVENT WILL CHALLENGEU’S AGGREGATE LIABILITY FOR ANY CLAIMS IN CONNECTION WITH YOUR USE OF THE WEBSITE AND/OR THE SERVICES EXCEED CAD$100. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
YOU WILL INDEMNIFY AND HOLD CHALLENGEU, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS, CLAIMS OR DEMANDS (INCLUDING REASONABLE LAWYERS’ FEES) ARISING OUT OF (I) YOUR BREACH OF THE TERMS OF SERVICE INCLUDING, WITHOUT LIMITATION, YOUR SUBMISSION OF CONTENT THAT VIOLATES THIRD PARTY RIGHTS OR APPLICABLE LAWS; (II) ANY DAMAGES BY YOU OR YOUR USE OF THE WEBSITE AND/OR THE SERVICES CAUSED TO A THIRD PARTY; OR (III) YOUR ACCESS, USE OR MISUSE OF THE WEBSITE AND/OR THE SERVICES.
No agency, partnership, joint venture, or employment is created between you and ChallengeU as a result of the Terms of Service and you do not have any authority of any kind to bind ChallengeU in any respect whatsoever.
Applicable Law; Jurisdiction.
The Terms of Service shall be governed by and construed in accordance with the laws of the Province of Québec, Canada, excluding any rules of private international law or conflict of laws which would lead to the application of any other laws. Regardless of where you access or use the Website or the Services, you agree that any action at law or in equity arising out of or relating to the Terms of Service shall be filed and adjudicated only in the federal or provincial courts located in the Province of Québec (district of Montreal), Canada, and you hereby irrevocably and unconditionally consent and attorn to the exclusive jurisdiction and venue of such courts over any suit, action or proceeding arising out of the Terms of Service. Notwithstanding the foregoing, we shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by a Québec court will, or may, not be enforced by the jurisdiction in which you resides or is located; or (iii) to enforce a judgment obtained against you in a Québec court.
If any of the provisions of the Terms of Service or their application is found to be invalid under any applicable statute or rule or law, they are, to that extent, deemed omitted and the validity of the other provisions of the Terms of Service will not be affected.
If you have any questions regarding the Terms of Service or wish to report any issue relating to the Website or the Services you were provided, please contact us by email at email@example.com.