edCetra Training Inc.’s AnanTM Performance Solutions
End User Terms of Service
1.1 Your use of edCetra Training Inc.’s products, software, services and web
sites, including its AnanTM Performance Solutions (referred to
collectively as the “Services” in this document and excluding any services
provided to you by edCetra Training Inc. under a separate written agreement) is
subject to the terms of a legal agreement between you and edCetra Training Inc.
(“edCetra”). edCetra’s principal address of operation is 127 Berkeley Street,
Toronto, Ontario, M5A 2X1.
1.2 Unless otherwise agreed in writing with edCetra, your agreement with edCetra
in relation to the Services will always include, at a minimum, the terms and
conditions set out in this document. These are referred to below as the
1.3 Your agreement with edCetra will also include the terms of any Legal Notices
applicable to the Services, in addition to these Universal Terms. All of these
are referred to below as the “Additional Terms”. Where Additional Terms apply to
a Service, these will be accessible for you to read either within, or through
your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally
binding agreement between you and edCetra in relation to your use of the
Services (the “Agreement”).
1.5 If there is any contradiction between what the Additional Terms say and what
the Universal Terms say, then the Additional Terms shall take precedence in
relation to that Service.
Acceptance of Terms and Conditions
2.1 In order to use the Services, you must first agree to the terms and
conditions of the Agreement. You may not use the Services if you do not accept
2.2 You acknowledge and agree that by accessing or otherwise using the Services,
you expressly acknowledge and accept all terms and conditions of the Agreement.
If you do not agree with all of the terms and conditions of the Agreement, do
not access or use the Services.
Provision of the Services by edCetra
3.1 edCetra is constantly innovating in order to provide the best possible
solutions for its customers and users. You acknowledge and agree that the form
and nature of the Services which edCetra provides may change from time to time
without prior notice to you.
3.2 As part of this continuing innovation, you acknowledge and agree that
edCetra may stop (permanently or temporarily) providing the Services (or any
features within the Services) to you or to users generally at edCetra’s sole
discretion, without prior notice to you. You may stop using the Services at any
3.3 You acknowledge and agree that if access to your account is disabled, you
may be prevented from accessing the Services, your account details or any files
or other content which is contained in your account.
3.4 You acknowledge and agree that while edCetra may not currently have set a
fixed upper limit on the number of transmissions you may send or receive through
the Services or on the amount of storage space used for the provision of any
Service, such fixed upper limits may be set by edCetra at any time, at edCetra’s
Use of the Services
4.1 In order to access certain Services, you may be required to provide
information about yourself (such as identification or contact details) as part
of the registration process for the Service, or as part of your continued use of
the Services. You agree that any registration information you give to edCetra
will always be accurate, correct and up to date.
4.2 You agree to use the Services only for purposes that are permitted by (a)
the terms and conditions of the Agreement and (b) any applicable law, regulation
or generally accepted practices or guidelines in Canada or in the relevant
jurisdictions governing your use of the Services.
4.3 You agree not to access (or attempt to access) any of the Services by any
means other than through the interface that is provided by edCetra, unless you
have been specifically allowed to do so in a separate agreement with edCetra.
You specifically agree not to access (or attempt to access) any of the Services
through any automated means (including use of scripts or web crawlers).
4.4 You agree that you will not engage in any activity that interferes with or
disrupts the Services (or the servers and networks which are connected to the
4.5 Unless you have been specifically permitted to do so in a separate agreement
with edCetra, you agree that you will not reproduce, duplicate, copy, sell,
trade or resell the Services for any purpose whatsoever.
4.6 You agree that you are solely responsible for (and that edCetra has no
responsibility to you or to any third party for) any breach of your obligations
under the Agreement and for the consequences (including any loss or damage which
edCetra may suffer) of any such breach.
Your passwords and account security
5.1 You agree and understand that you are responsible for maintaining the
confidentiality of passwords associated with any account you use to access the
5.2 Accordingly, you agree that you will be solely responsible to edCetra for
all activities that occur under your account.
5.3 If you become aware of any unauthorized use of your password or of your
account, you agree to notify edCetra immediately by sending an email to
email@example.com, with all relevant particulars and information known
by you or that may be under your possession, power or control.
Privacy and your personal information
or such other locations as indicated on the pages from which you accessed this Agreement.
You agree that the use of your data shall be governed in accordance with
edCetra’s Privacy Policies.
Content in the Services
7.1 You understand that all information (such as data files, written text,
computer software, music, audio files or other sounds, photographs, videos or
other images) which you may have access to as part of, or through your use of,
the Services are the sole responsibility of the person from which such content
originated. All such information is referred to below as the “Content”. edCetra
shall have no responsibility or liability in relation to the Content.
7.2 The Content presented to you as part of the Services may be protected by
intellectual property rights which are owned by the providers of that Content to
the Services (or by other persons or companies on their behalf). You may not
modify, rent, lease, loan, sell, distribute or create derivative works based on
this Content (either in whole or in part) unless you have been specifically told
that you may do so by edCetra or by the owners of that Content, in a separate
agreement in writing.
7.3 edCetra reserves the right (but shall have no obligation) to pre-screen,
review, flag, filter, modify, refuse or remove any or all Content from any
7.4 You agree that you are solely responsible for (and that edCetra has no
responsibility to you or to any third party for) any Content that you create,
transmit or display while using the Services and for the consequences of your
actions (including any loss or damage which edCetra may suffer) by doing so.
8.1 You acknowledge and agree that edCetra (either alone or in combination with
edCetra’s licensors) own all legal right, title and interest in and to the
Services, including any intellectual property rights which subsist in the
Services (whether those rights happen to be registered or not, and wherever in
the world those rights may exist). You further acknowledge that the Services may
contain information which is designated confidential by edCetra and that you
shall not disclose such information without edCetra’s prior written consent.
8.2 Unless you have agreed otherwise in writing with edCetra, nothing in this
Agreement gives you a right to use any of edCetra’s trade names, trademarks,
service marks, logos, domain names, and other distinctive brand features.
8.3 Other than the limited licence set forth below, edCetra acknowledges and
agrees that it obtains no right, title or interest from you (or your licensors)
under this Agreement in or to any Content that you submit, post, transmit or
display on, or through, the Services, including any intellectual property rights
which subsist in that Content (whether those rights happen to be registered or
not, and wherever in the world those rights may exist). Unless you have agreed
otherwise in writing with edCetra, you agree that you are responsible for
protecting and enforcing those rights and that edCetra has no obligation to do
so on your behalf.
8.4 You agree that you shall not remove, obscure, or alter any proprietary
rights notices (including copyright and trade mark notices) which may be affixed
to or contained within the Services.
8.5 You agree that in using the Services, you will not use any materials,
including any trade mark, service mark, trade name, logo of any company or
organization, that you do not have the rights to so use, or use such materials
in any way that is likely or intended to cause confusion about the owner or
authorized user of such marks, names or logos.
Content licence from you
9.1 You retain copyright and any other rights you already hold in Content which
you submit, post or display on or through, the Services. By submitting, posting
or displaying your content, you give edCetra a perpetual, irrevocable,
royalty-free, and non-exclusive license to reproduce, adapt, modify, translate,
publish, display and distribute such Content which you submit, post or display
on or through, the Services, to users who have access to the section of the
Services to which such content relates.
9.2 You confirm and warrant to edCetra that you have all the rights, power and
authority necessary to grant the above license.
License from edCetra
10.1 edCetra gives you a personal, worldwide, royalty-free, revocable,
non-assignable and non-exclusive licence to use the applications provided to you
by edCetra as part of the Services, as provided to you by edCetra. This licence
is for the sole purpose of enabling you to use and enjoy the benefit of the
Services as provided by edCetra, in the manner permitted by this Agreement.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a
derivative work of, reverse engineer, decompile or otherwise attempt to extract
the source code of the applications or any part thereof, unless this is
expressly permitted or required by law, or unless you have been specifically
told that you may do so by edCetra, in writing.
10.3 Unless edCetra has given you specific written permission to do so, you may
not assign (or grant a sub-license of) your rights to use the applications,
grant a security interest in or over your rights to use the Software, or
otherwise transfer any part of your rights to use the Software.
11.1 The Agreement will continue to apply until terminated by either you or
edCetra as set out below.
11.2 If you want to terminate your legal agreement with edCetra, you may do so
by (a) notifying edCetra at any time and (b) closing your accounts for all of
the Services which you use, where edCetra has made this option available to you.
Your notice should be sent, in writing, to edCetra’s address which is set out at
the beginning of this Agreement.
11.3 edCetra may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which
in edCetra’s sole and absolute discretion and opinion, shows that you do not
intend to, or are unable to comply with the provisions of the Agreement); or
(B) edCetra is required to do so by law (for example, where the provision of the
Services to you is, or becomes, unlawful); or
(C) the partner with whom edCetra offered the Services to you has terminated its
relationship with edCetra or ceased to offer the Services to you; or
(D) edCetra has decided in its absolute discretion to no longer provide the
Services in part or in whole.
11.4 Nothing in this Section shall affect edCetra’s rights regarding provision
of Services under Section 3 of this Agreement above.
11.5 When these Terms come to an end, all of the legal rights, obligations and
liabilities that you and edCetra have benefited from, been subject to (or which
have accrued over time whilst the Terms have been in force) or which are
expressed to continue indefinitely, shall be unaffected by this cessation.
EXCLUSION OF WARRANTIES
12.1 NOTHING IN THIS AGREEMENT, SHALL EXCLUDE OR LIMIT EDCETRA’S WARRANTY OR
LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE
LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR
CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED
BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL WILL
APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR
SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
12.3 IN PARTICULAR, EDCETRA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS
DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL
BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY APPLICATION PROVIDED
TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
12.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
EDCETRA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THE AGREEMENT.
12.6 EDCETRA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
LIMITATION OF LIABILITY
13.1 SUBJECT TO OVERALL PROVISION IN THE PRECEEDING SECTION 12.1 ABOVE, YOU
EXPRESSLY UNDERSTAND AND AGREE THAT EDCETRA, ITS SUBSIDIARIES AND AFFILIATES,
AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES
WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY..
THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED
DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS
OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED
TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY
CONTENT, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY
CONTENT SUPPLIER, INCLUDING ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS
ON THE SERVICES;
(II) ANY CHANGES WHICH EDCETRA MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR
TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER
COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE
(III) YOUR FAILURE TO PROVIDE EDCETRA WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND
15.2 THE LIMITATIONS ON EDCETRA’S LIABILITY TO YOU IN THE PRECEEDING PARAGRAPH
ABOVE SHALL APPLY WHETHER OR NOT EDCETRA HAS BEEN ADVISED OF OR SHOULD HAVE BEEN
AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16.1 The Services may include hyperlinks to other web sites or content or
resources. edCetra may have no control over any web sites or resources which are
provided by companies or persons other than edCetra.
16.2 You acknowledge and agree that edCetra is not responsible for the
availability of any such external sites or resources, and does not endorse any
advertising, products or other materials on or available from such web sites or
16.3 You acknowledge and agree that edCetra is not liable for any loss or damage
which may be incurred by you as a result of the availability of those external
sites or resources, or as a result of any reliance placed by you on the
completeness, accuracy or existence of any advertising, products or other
materials on, or available from, such web sites or resources.
Changes to the Terms
17.1 edCetra may make changes to the Universal Terms or Additional Terms from
time to time. When these changes are made, edCetra will make a new copy of the
Universal Terms accessible and available to you from within, or through, the
17.2 You understand and agree that if you use the Services after the date on
which the Universal Terms or Additional Terms have changed, you will be deemed
to accept the updated Universal Terms or Additional Terms.
General legal terms
18.1 Your use Content or other products or services offered through the Services
of these other services, may be subject to separate terms between you and the
company or person providing such Content and/or products and/or services. If so,
this Agreement does not affect your legal relationship with these other
companies or individuals.
18.2 The Agreement constitutes the whole legal agreement between you and edCetra
and govern your use of the Services (but excluding any services which edCetra
may provide to you under a separate written agreement), and completely replace
any prior agreements between you and edCetra in relation to the Services, unless
such prior agreement expressly refers to this Agreement.
18.3 You agree that edCetra may provide you with notices, including those
regarding changes to the Terms, by email, regular mail, or postings on the
18.4 You agree that if edCetra does not exercise or enforce any legal right or
remedy which is contained in the Terms (or which edCetra has the benefit of
under any applicable law), this will not be taken to be a formal waiver of
edCetra’s rights and that those rights or remedies will still be available to
18.5 If any court of law, having the jurisdiction to decide on this matter,
rules that any provision of these Terms is invalid, then that provision will be
removed from the Terms without affecting the rest of the Terms to the maximum
extent possible. The remaining provisions of the Terms will continue to be valid
18.6 You acknowledge and agree edCetra may at any time and in its absolute
discretion may assign it’s rights under this Agreement.
18.7 This Agreement, and your relationship with edCetra, shall be governed by
the laws of the province of Ontario, Canada without regard to its conflict of
laws provisions. You and edCetra agree to submit and attorn to the exclusive
jurisdiction of the courts located within the province of Ontario, Canada to
resolve any legal matter arising from the Agreement. Notwithstanding this, you
agree that edCetra shall still be allowed to apply for injunctive remedies (or
an equivalent type of urgent legal relief) in any jurisdiction that it deems
Rev. March 16, 2011
Copyright ©2011 edCetra Training Inc. – All rights reserved