Terms & Conditions | Levelup LMS

Terms & Conditions

Last Revision: 27th July 2022

PLEASE READ THE TERMS AND CONDITIONS (“Agreement”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LEVELUP LMS (“Supplier”, as defined below). YOUR ACCESS OR USE OF THIS WEBSITE AND THE SERVICES INDICATES THAT YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ORGANIZATION, COMPANY, OR ENTITY FOR WHICH YOU ACT (“Customer” or “you”) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT.

IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT, AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY THE SUPPLIER.

REGISTRATION BY “BOTS” OR OTHER AUTOMATED METHODS IS NOT PERMITTED. SUPPLIER’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THIS AGREEMENT IS CONSIDERED AN OFFER BY THE SUPPLIER, ACCEPTANCE IS EXPRESSLY LIMITED TO THIS AGREEMENT.

THESE TERMS AND CONDITIONS TAKE EFFECT WHEN YOU CLICK THE CHECKBOX BUTTON TO SIGN UP (the “Effective Date”) AND YOU ACKNOWLEDGE THAT

(A) YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS.

(B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS;

(C) IF ENTERING INTO THESE TERMS AND CONDITIONS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY; AND (D) ACCEPT AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

SECTION 1: DEFINITIONS

Affiliate – means any entity that, directly or indirectly, controls, is under common control with, or is controlled by the organization/company.

Authorized User – means Customer’s and/or Customer’s Affiliates’ employee, contractor, agent, or any other individual authorized by Customer to access and use the Services, via Customer’s account, for the purpose specified herein. The customer is responsible for Authorized Users’ compliance with this Agreement.

Customer – implies to you or the organization, company or entity entering these terms and conditions.

Documentation – the user guides, online help, training materials, FAQ and any other documentation made available to Customer regarding the use of Services.

Effective Date – means the first Date that the Customer accesses the Services.

Fees – means the amounts payable to LevelUp by the Client in exchange for the Services ordered or agreed to as specified in the written proposal and subject to the Terms, and any additional amounts otherwise due and payable under this Agreement or the Terms, including, without limitation, late fees, and collection costs.

Intellectual Property Rights – means all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, Copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.

Portal – the website address assigned and/or designated by Supplier to Customer to access the Services.

Services – means Supplier’s hosted internet accessible learning management solution service, under the name LevelUp LMS made available to Customer via the Portal.

Subscription Billing Date – is the date when you purchase your first Subscription.

Supplier/ Licensor – means Level Up LMS, a Canada-based company, having a registered office at 1001 1 St SE, Calgary, AB T2G 5G3.

SECTION 2: SOFTWARE SERVICES

2:1 LevelUp LMS Software –

During the Term, LevelUp LMS will provide the Customer and its End Users with remote access to the LevelUp eLearning Software. During the Term, and subject to compliance with these Terms and Conditions, LevelUp LMS grants to the Customer a worldwide, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right and license to allow End Users to remotely access the software that is located on the LevelUp server.

2:2 Software Maintenance Activities –

The Customer acknowledges that certain maintenance activities regarding the LevelUp LMS may be necessary or appropriate, from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the LevelUp infrastructure is designed to support updates by the LevelUp engineering and support teams without the need to interrupt the LevelUp LMS. LevelUp will use its best efforts to notify the Customer regarding such maintenance activities in the ordinary course at least twenty-four (24) hours in advance. If LevelUp reasonably determines that maintenance activities will require unavailability or outage of the LevelUp LMS for more than ten (10) consecutive minutes, then LevelUp will give the Customer reasonable advance written notice of the same.

SECTION 3: USE PROVISIONS

3:1 Use of the Site:

LevelUp LMS grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site following this Terms of Use. All programming software, text, artwork, graphs, charts, reports, computer code etc. (collectively, the “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content, contained on the Site is destined to your personal, non-commercial using. The Content published on this Site may be reproduced, distributed or incorporated into any information retrieval system, electronic or mechanical, in unmodified form for personal, non-commercial use only. The use of press releases and other documents classified as public is permitted in public communications if the source for the information has been stated. You may not change the Content of this Site, do not copy, reproduce, create derived works, or save the Content; you cannot make a demonstration, publish and spread another way any Content with a commercial purpose.

3:2 Account Activation:

LevelUp LMS will provide the Customer with a LevelUp account to use the Software Services. The Customer, and its End Users, are, respectively, fully responsible for all activities performed on, with or through their account. The Customer agrees that it will and will inform each End User that it shall:

(a) provide true, accurate, current and complete information as prompted by the registration form in the Software Services (the “Registration Data”),

(b) maintain and promptly update the Registration Data to ensure the information is true, accurate, current and complete,

(c) promptly, and without undue delay, inform LevelUp of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security, and

(d) endeavour to exit from the account at the end of each work session. LevelUp undertakes no obligation to verify the Registration Data provided by the Customer or its End Users.

Suppose the Customer breaches subsection (c) above. In that case, LevelUp may, upon reasonable notice and opportunity to cure, suspend the Customer’s or any End User’s account and refuse any and all current or future use of the Software Services (or any part of them) until such condition is remedied to LevelUp’s reasonable satisfaction.

3:3 Password Confidentiality:

Each end user using the Software Services must choose a password when registering. The Customer will inform End Users of their obligation to maintain the confidentiality of the passwords. The Customer’s administrator(s) will also be assigned an initial password or passwords for access to and use of the Software Services, which such administrator(s) shall change when first accessing the Software Services. The Customer acknowledges that once the initial password provided to the Customer is changed, LevelUp does not retain the technical ability to retrieve such passwords, and the Customer will need to follow the steps to reset its password if lost or forgotten. The Customer is fully responsible for all activities that occur using the Customer’s password, and each End User shall be fully responsible for all activities that occur using their password.

3:4 End Users.

Concerning the End Users, the Customer undertakes that: (i) it will not direct or knowingly permit any user subscription to be used by more than one individual End User concurrently (ii) it will produce (without undue delay) the up-to-date list of current End Users available within the Software Services; and (iii) if any compliance verification procedures reveal that any password has been provided to any individual who is not an authorized End User, then, without prejudice to LevelUp’s other rights, the Customer shall promptly disable such passwords and LevelUp shall not issue any new passwords to any such individual.

3:5 User Subscriptions

The maximum number of current Authorized Users the Customer may authorize to access and use the Services at any given time shall not exceed the maximum number of user subscriptions the Customer has purchased under the Order or elected plan (unless explicitly defined otherwise under Customer selected plan). A single login shared by multiple Authorized Users is not permitted.

SECTION 4: OWNERSHIP

4:1 Copyright and intellectual property protection

4:1:1 Copyright Act.

We comply with the provisions of the Copyright Act of Canada. You may contact us if you have an intellectual property rights-related complaint about material posted on the Services.

Copyright © 2022, Level Up LMS, all rights reserved. Copyright, trademark, and all other proprietary rights in the Content rest with LevelUp LMS and/or its licensors. The Site, services, products and all documentation are the copyrighted property of Level Up LMS and/or its licensors and protected by copyright laws and international intellectual property treaties. The Site Content, service names, design marks, and slogans are protected by Copyright, and any unapproved use of the Content will violate Copyright, trademark, and other statutes.

4:1:2 Content of Notification.

Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the Copyright or other right being infringed.
A description of the copyrighted work or other intellectual property that you claim has been infringed.
A description of the material you claim is infringing and where it is located on the Services.
Your address, telephone number, and email address.
A statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the Copyright or intellectual property owner, its agent, or the law; and
A statement by you that the above information in your notice is accurate and that you are the Copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf under penalty of perjury.

4:2 Repeat Infringers.

The Supplier will promptly terminate the accounts of users that are determined by the Supplier to be repeat infringers.

4:3 Trademarks

The trademarks, service marks, designs, and logos (collectively, the “Trademarks”), displayed on the Site are the trademarks or registered trademarks of LevelUp LMS and/or its licensors in Canada and/or other countries.

4:4 Third Party Trademarks

4:4:1 Third-Party Services and Linked Websites. Supplier may provide tools through the Services that enable you to export information, including Customer Content, to third-party services, including through features that allow you to link your account on Supplier with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). Using one of these tools, you agree that the Supplier may transfer that information to the applicable third-party service. Third-party services are not under Supplier’s control, and, to the fullest extent permitted by law, Supplier is not responsible for any third-party service’s use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under the Supplier’s control, and the Supplier is not responsible for their Content.

4:4:2 Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

Microsoft, PowerPoint, and the Office logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries. Flash is a registered trademark of Adobe Systems, Inc. in the United States and/or other countries. All other trademarks, registered trademarks, trade names, product names and logos contained in this Site are properties of their respective owners.

4:5 Customer Data

All title, ownership rights, and Intellectual Property Rights in Customer Data that the Customer owns and/or that the Customer or its End Users uploads to the Software Services will remain owned exclusively by the Customer, or other third party(ies), as the case may be. Customer will be solely responsible for

(i) the accuracy, quality, Content, legality and use of Customer Data, including the means by which Customer Data is acquired and transferred by Customer or its End Users outside of the Software Services,

(ii) obtaining any licenses, permissions or authorizations required for any use of the Customer Data, and

(iii) complying with all applicable terms and conditions of any third-party website related to Customer Data obtained from such third-party website or its use in connection with the Software Services.

Customer grants LevelUp the licenses and rights to Customer Data solely as necessary for LevelUp to provide the Software Services to Customer.

4:6 Privacy Policy and Cookie Policy

In addition to these Terms of Use, your use of this Site is also governed by the following documents:

Our Privacy Policy governs our use of your personal information. It sets out the types of personal information we collect, the reasons we collect it, how we use it, where we may pass it on to any third parties, in what circumstances, and for what reasons, and any other relevant information relating to our use and/or processing of your personal information and your rights in relation to your personal information.
Our Cookie Policy governs our use of cookies and similar technologies on our Site. It sets out the types of cookies we use, the purposes for which we use them, the circumstances in which we may place cookies on your computer, device, or browser, and other relevant information.

By accessing and using the Site, you agree to be bound by the terms and conditions contained in these Terms of Use, you consent to our processing of your personal information in accordance with our Privacy Policy, and you consent to our use of cookies in accordance with our Cookie Policy. If you do not consent to the practices set out in these Terms of Use, our Privacy Policy and/or our Cookie Policy, you must not use the Site.

SECTION 5: LEGAL

5:1 Unlawful or Prohibited Use

You must not use this Site for an unlawful purpose. You may not use any “deep-link”, “page-scrape,” “robot,” “spider,” or other automatic devices, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content,

5:2 Indemnity

Customer will defend, indemnify, and hold Supplier (Level Up LMS), its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with:

(a) Customer’s breach of any laws or regulations (including with respect to privacy);

(b) Customer’s or any Authorized User’s use of the services; and

(c) Customer’s violation of any agreements it has with any Authorized User.

5:3 Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, shall be governed by, construed, and enforced in accordance with the Canadian Federal and Provincial laws without reference to conflicts of law rules and principles. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In the event of any controversy or dispute between Level UP LMS and you arising out of or in connection with your use of the Site, the parties shall promptly and in good faith resolve any such dispute. If we cannot resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, the parties shall be free to pursue any right or remedy available under applicable law.

SECTION 6: DISCLAIMERS

6:1 Supplier Content Disclaimer

All information provided on the Site is subject to change without notice. Level Up LMS does not promise that the Site or any Content, service or feature of this Site will be error-free or uninterrupted. You assume total responsibility for your use of the Site and any linked sites. Your sole remedy against Level Up LMS for dissatisfaction with the Site or any Content is to stop using the Site or any such Content. Level UP LMS cannot ensure that any files or other data you download from the Site will be free of viruses or contamination or destructive features.

6:2 Customer Content Disclaimer

You agree to waive and do waive, any legal or equitable right or remedy you have or may have against Supplier with respect to Customer Content. We are under no obligation to edit or control Customer Content that you or other users post or publish and will not be responsible or liable for Customer Content. Supplier may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that in our sole judgment, violates this Agreement or is otherwise objectionable.

SECTION 7: TERM AND TERMINATION

7:1 Term of Agreement.

The Term of this Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement (the “Term”). On the Effective Date of termination of this Agreement, all then-current Subscriptions under the Agreement will also terminate unless otherwise agreed by Supplier and Customer.

7:2 Termination for Cause.

Either party shall have the right at any time, by giving notice, to terminate this Agreement without liability to the other on the occurrence of any of the following events:

if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within thirty (30) days after receipt of notice to rectify served on the defaulting party by the other party
if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers, or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt; or
if the other party engages in illegal activities.

7:3 Termination for Convenience.

Customer may terminate this Agreement any time without cause upon 30 days prior written notice to Supplier, in which case any active Subscription will also be deemed terminated. The customer acknowledges that should Customer terminate for convenience, any pre-paid fees to the Supplier corresponding to the unused Subscription term are non-refundable.

7:4 Effect of Termination.

Upon termination of these this Agreement:

(a) your license rights will terminate, and you must immediately cease all use of the Services;

(b) you will no longer be authorized to access your account or the Services;

(c) you must pay Supplier any unpaid amount that was due prior to termination.

7:5 Modification of the Services.

The Supplier reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. The Supplier will have no liability for any change to the Services or suspension or termination of your access to or use of the Services.

SECTION 8: PAYMENT FOR SERVICES

Before you pay any fees, you will have an opportunity to review and accept the fees you will be charged. All fees are in Canadian Dollars and, unless explicitly provided otherwise herein, are non-refundable.

8:1 PRICE

Supplier may change the fees for any feature of the Services, including additional fees or charges if Supplier gives you advance notice of changes before, they apply. The Supplier reserves the right to determine to price for the Services. The Supplier will make reasonable efforts to keep pricing information published on the website up to Date and available at /prices. We encourage you to check our website periodically for current pricing information.

8:2 PROMOTIONAL OFFERS

Supplier, at its sole discretion, may make promotional offers with different features and different pricing to any of Supplier’s customers. Unless made to you, these promotional offers will not apply to your offer or this Agreement.

8:3 PAYMENT

The fees outlined in the applicable Order or ordering interface are exclusive of all federal, state, municipal, or other government excise, sales, use, value-added or other taxes now in force or enacted in the future, and the Customer shall pay any such tax (excluding taxes on Supplier’ net income) that Supplier may be required to collect or pay now or at any time in the future with respect to such fees. Unless otherwise outlined in the Order, Customer shall pay all Supplier’ undisputed invoices within 30 days after Customer receives an invoice. Payment of the amounts due to Supplier shall be made in accordance with the payment schedule set forth on the Order or other ordering interface.

8:4 AUTHORIZATION

You authorize Supplier or a third-party payment processor to charge all sums for the Orders you enter, orders that you make and any level of Services you select as described in this Agreement or published by Supplier, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, a third-party payment processor may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

8:5 SUBSCRIPTION SERVICES

The paid Services may include automatically recurring payments for periodic charges (“Subscription”). The price, Term, and restrictions of any Subscription will be set forth in an applicable Order. If you activate a Subscription, you authorize the Supplier to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due Date for the accrued sums. For information on the “Subscription Fee,” please see our /prices page. Your account will be charged automatically on the Subscription Billing Date for all applicable fees and taxes for the next Subscription period. The Subscription will continue unless and until you cancel your Subscription, or we terminate it. You must cancel your Subscription before it renews to avoid billing the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription via your Portal (under Account and Settings) or by contacting us at support@leveluplms.com.

SECTION 9: LIMITATIONS ON LIABILITY

9: Supplier and its affiliates are not liable for any direct, indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to customer’s access to or use of, or customer’s inability to access or use, the services, or of your use of the website to the fullest extent permitted by law.