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HEADRUSH, Inc. © 2019

TERMS OF SERVICE

Last Updated: September 21, 2017

HEADRUSH is owned and operated by HEADRUSH, Inc. ( "HEADRUSH", "We" or "Us" and terms of similar meaning). By using or visiting the HEADRUSH website (the "Site") and/or utilizing the services through the Site, you indicate your acknowledge and acceptance of these Terms of Service (the "Terms of Service").

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES THROUGH THIS SITE. HEADRUSH'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSESSENT TO THESE TERMS OF SERVICE.

HEADRUSH reserves the right to change or modify any of the terms and conditions contained in these Terms of Service, or any policy or guideline applicable to the Services, at any time and in its sole discretion. Any such changes will be posted on this Site and your continuing use of the Site and/or Services will constitute your acceptance of such changes. If you do not agree with the changes, you can cancel your account with Us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly we will prorate your account to the nearest month-end after cancellation), if applicable. You should from time to time review the Terms of Services and any policies and documents incorporated in them. The Terms of Service will always show the ‘last updated’ date at the time.

Definitions

For the purposes of these Terms of Services, the following definitions apply:

"Content" has the meaning set forth in section 3.

"Documentation" means the user manuals, handbooks and other written or electronic materials furnished by HEADRUSH in conjunction with the Software.

"Intellectual Property" means all intellectual and industrial property including without limitation all works in which copyright subsists or may subsist, documentation, text and other literary works, computer programs, designs, industrial designs, trade secrets, confidential information and know-how, trademarks, trade names, discoveries and inventions, and integrated circuit topographies, including, but not limited to, the Software, Content and Documentation.

"Intellectual Property Rights" means all copyrights, patents, trademarks, industrial designs, trade secrets and any other proprietary rights associated with Intellectual Property.

"Services" has the meaning set forth in section 2 below.

"Software" means the HEADRUSH web-based software platform, which provides a project-based learning platform that facilitates the planning, execution, assessment and reporting of high quality, accountable project-based learning.

"User" means a teacher, advisor or student, who is using the Software and Services through You.

"You" means the legal entity agrees to these Terms of Services, being either an individual teacher registering with HEADRUSH to use the Software and Services with respect to the students and advisors in their class or classes, or an educational institution registering with HEADRUSH to use the Software and Services for multiple teachers and multiple classes.

HEADRUSH has developed policies and procedures consistent with the Personal Information Protection and Electronic Documents Act ("PIPEDA"), and other relevant privacy laws. By accepting this Privacy Policy in registration or by visiting and using our website (the "Site") and/or utilizing the services through the Site (the "Services"), you expressly consent to our collection, use and disclosure of your personal information in accordance with this Privacy Policy. This Privacy Policy is incorporated into and subject to our Terms of Service.

Services

HEADRUSH, through the Site and Software, provides students, advisors and teachers with an online platform to create, share, edit, access, and manage school-based projects (the "Services").

In order to use the Services, You must:

a. provide up-to-date, complete and accurate information respecting your Users and other employees or contractors authorized to access the Services; b) represent that You have the right and the authority to subscribe to the Services, and have obtained all authorizations necessary from all third parties (including Users) to enter into these Terms of Services; c) agree to keep your account in good-standing; and d) provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally binding; and e) be at all times in compliance with the terms and conditions of these Terms of Services and applicable law.

You specifically agrees that HEADRUSH may rely on the accuracy of the information provided by You to HEADRUSH, and that HEADRUSH will have no liability whatsoever, whether to You or to any third party, for any claims or damages resulting from inaccurate information provided to HEADRUSH.

HEADRUSH reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by HEADRUSH. HEADRUSH may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, HEADRUSH will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that HEADRUSH shall have no liability whatsoever for its failure to provide such notice to you.

Use of the Services may contain references to third parties, links to third party websites or documents, and may incorporate information obtained from third parties. All such references, links and information are provided "AS IS". Third party websites, documents, information, opinions, advice or statements (including lesson plans or other material made and shared by users of the Services) are not under the control of HEADRUSH, and HEADRUSH is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, effectiveness, standards compliance, copyright compliance, legality, decency, or any other aspect of their content. Other than to the limited extent required under applicable consumer protection law, under no circumstance will HEADRUSH be liable for any loss or damage caused by your reliance on information obtained through the Services (including any lesson plans) or a third party linked site (including any opinions, statements or advice), or your reliance on any materials, products or services obtained from any user of the Services or any third party linked site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other content available through the Services, including lesson plans, or obtained from a third party linked site. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third party website accessed through the Services and/or any other agreements entered into between you and such third party, and for complying with any conditions of use placed on lesson plans or other materials posted by other users of the Services.

The Services may be subject to the usage limitation policies as provided to You by HEADRUSH from time to time, for example limitations on data storage space, in electronic form by posting on HEADRUSH’s website. You are solely responsible for compliance with such policies.

You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used for using the Application, Software or Services (except for HEADRUSH’s computer systems and networks), including without limitation Your internal network infrastructure and any mobile devices.

You agree to promptly and accurately report to HEADRUSH any actual or apparent errors, problems, nonconformities or other difficulties in Services, along with any other information reasonably requested by HEADRUSH to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by HEADRUSH for the purposes of HEADRUSH’s internal use to improve the Services or other HEADRUSH products or services.

The Software and Services are for Your own internal use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted by HEADRUSH pursuant to these Terms of Services.

Content

Pursuant to these Terms of Services all content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement is referred to as "Content". Content provided or uploaded by User is called "User Content". This includes project proposals, task board content, student evidence, and assessment data. Content provided by HEADRUSH is called "Services Content" and this includes project-templates, how-to articles and articles on project-based learning methodologies.

You shall be solely responsible for your own User Content and the consequences of submitting, uploading and publishing your User Content on the Site through using the Services. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to provide the User Content you submit, including, but not limited to, obtaining applicable consents from identifiable individuals and, in the case of third party copyrighted material, permission from the rightful owner of the material and to grant HEADRUSH all of the license rights granted herein. For clarity, you retain all of your ownership rights in your User Content. However, by providing User Content to HEADRUSH, you hereby grant HEADRUSH a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use such User Content so that HEADRUSH may provide the Services to you. HEADRUSH will have no liability whatsoever respecting any claim relating to the Users Content by You, Users, or any third party whose information and data are in the Content, whether related to privacy or otherwise, and You agree to indemnify, defend and hold HEADRUSH harmless against any such claims.

You agree that any suggestions, bug reports or other communications respecting the functionality of the Software or Services that You transmit to HEADRUSH by any means (each, a "Submission"), is considered non-confidential and may be disseminated or used by HEADRUSH or any third party without compensation or liability to You for any purpose whatsoever. For greater certainty, nothing shall be deemed to include any User Content as a Submission, except as expressly specified as a Submission by You. By providing a Submission to HEADRUSH, whether for inclusion on the Services or otherwise, You represent and warrant that You have all necessary permissions to grant the licenses below to HEADRUSH. You hereby grant HEADRUSH, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including without limitation, for promoting, improving and developing the Services. This provision does not apply to Content or personal information that is subject to HEADRUSH’s Privacy Policy.

License to Use the Software, Services and Services Content
Restrictions

HEADRUSH grants to you, and your authorized Users, a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to use and access the Software, Services and Services Content for your own internal use according to the terms of your subscription, and not for resale or further distribution. Your right to use the Software, Services and Services Content is limited by all terms and conditions set forth in these Terms of Service.

Except for this license granted to you, HEADRUSH and its licensors retain all right, title and interest in and to the Software, Services and Services Content, including all related Intellectual Property Rights. The Services are protected by applicable Intellectual Property laws, including Canadian copyright law and international treaties.

Except as otherwise explicitly provided in these Terms of Services or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Software or Services; (ii) rent, lease or sublicense access to any of the Software or Service Services; or (iii) circumvent or disable any security or technological features or measures of the Services; (iv) use the Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Services; (v) use any robot, spider, scraper or other automated means to access the Site, or attempting to "crash" a host; (vi) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Services; or (vii) authorize, permit or otherwise acquiesce in any other person engaging in any of the activities set forth in (i) to (vi) above. You shall not use the Site or Services to advertise to or solicit, any user to buy or sell any products or services.

HEADRUSH may remove any User Content and user accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.

You may download materials displayed on the Site for supporting your use of the Site, provided that you retain all copyright and other proprietary notices contained in such materials.

Accounts, Passwords and Security

In using the Site, you will be required to open an account and complete the registration process by providing HEADRUSH with current, complete and accurate information, as prompted by the applicable registration form.

You acknowledge that by providing any registration information to HEADRUSH, directly or indirectly, which is untrue, inaccurate, not current or incomplete, HEADRUSH reserves the right to terminate your continued access and use of the Site and/or Services.


You are solely responsible for the activity that occurs on your account, including the activity of your authorized Users, and you must keep your account secure. You shall not select or use as an account username a name of another person with the intent to impersonate that person; a name subject to any rights of a person other than you without appropriate authorization; or a name that is offensive, vulgar or obscene. In such instances, HEADRUSH reserves the right to terminate your continued access and use of the Site and/or Services.


You agree to notify HEADRUSH immediately of any unauthorized use of your account or any other breach of security. HEADRUSH will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for any losses incurred by HEADRUSH or another party due to someone else using your account or password.

License Fee and Payment

You shall pay fees to HEADRUSH for the Software and Services in accordance with HEADRUSH’s then-current fee schedule as set forth on the Site (the "Subscription Services") and You agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges ("Service Fees"). Unless otherwise provided on the Site, all Service Fees are non-refundable. HEADRUSH may add new services for additional fees and charges, or amend fees and charges for existing service, at any time in its sole discretion. If You fail to pay any amount due pursuant to these Terms of Service within thirty (30) days of such payment becoming due and payable, HEADRUSH may terminate your Service and licence to the Software, in accordance with section 14. You are responsible for, and shall pay all taxes relating to the Services. Unless otherwise indicated, all amounts payable by You under these Terms of Services are exclusive of any sales tax, or similar government charge that may be assessed by any jurisdiction. If You are required to withhold any taxes from payments owed under these Terms of Services, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to HEADRUSH shall equal the amount invoiced or otherwise due. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Subscriptions Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction. You are responsible for all taxes applicable to the fees and charges in connection with the Subscription Services. When you register for the Subscription Services you will select a subscription term. Your subscription to the Subscription Services will automatically renew at the end of each subscription term unless you terminate.

Privacy Policy
Indemnification

Any personal information that you provide HEADRUSH through this Site or Service is governed by HEADRUSH’s Privacy Policy (http://headrushlearning.com/privacy), which is incorporated into these Terms of Services by this reference.

You agree to indemnify and hold harmless HEADRUSH, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against HEADRUSH, which result from or relate to your use of the Site or Services and any violation of these Terms of Services, including, but not limited to, any violation of any third party rights with respect to your User Content. You will give HEADRUSH prompt notice of any such demand, claim or proceeding that you are aware of.

No Warranties

THE SOFTWARE AND SERVICES, INCLUDING ALL INFORMATION AND SERVICES CONTENT CONTAINED ON THIS SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEADRUSH OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, HEADRUSH, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

HEADRUSH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE HEADRUSH SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND HEADRUSH WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE.

Links to Third-Party Sites

This Site may contain a number of links to third-party websites. HEADRUSH does not control these linked sites, which you may use at your own risk, and is not responsible for the contents of any linked website, any link contained in a linked website, or any changes or updates to such websites. HEADRUSH makes no representation, warranty or endorsement whatsoever about any other website which you may access through this Site.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEADRUSH, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR USER CONTENT, PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL HEADRUSH BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEADRUSH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE. IN NO EVENT SHALL HEADRUSH, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO HEADRUSH DURING THE ONE YEAR PERIOD PRIOR TO THE DATE OF ANY CLAIM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HEADRUSH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Trademarks
Termination

The trademarks and logos displayed on the Site are the property of HEADRUSH or other third parties. You are not permitted to use any of these trademarks without the prior written consent of HEADRUSH or the third party.

HEADRUSH may terminate or suspend any all Services, your access to the Site, and your account immediately, without prior notice or liability, if you breach any of the terms or conditions of these Terms of Service, including payment of fees, if there is a risk of harm to our property or third parties, if we are required to in compliance with law. HEADRUSH will endeavour to provide you advance notice of any suspension or termination, but HEADRUSH’s exercise of its rights hereunder will be without any liability to you whatsoever. HEADRUSH may deactivate your account if it is inactive for at least three months.


You may terminate your use of the Services including your agreement to these Terms of Services on one (1) month’s prior notice, however, unless otherwise provided for on the Site, all Service Fees paid to HEADRUSH are non-refundable and you must pay for any Service Fees owing as of the effective termination date. Upon termination of your account, your right to use the Services and Site will immediately cease. All provisions of the Terms of Service which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, will survive termination.

Support Services and Training
Security

Support and maintenance are included as part of the Subscription Services. Any additional or customized support and training must be subject to a written agreement with HEADRUSH and will be subject to additional fees.

This Site uses administrative, contractual, physical, and technical means to protect against the unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, user names and passwords. Although HEADRUSH takes reasonable steps concerning security of this Site, no Site is completely secure from unauthorized access.

Jurisdiction

These Terms of Services will be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with this Site will be subject to the exclusive jurisdiction of the Courts of the province of Ontario.

General

No agency, partnership, joint venture, or employment is created as a result of these Terms of Services and you do not have any authority to bind HEADRUSH in any respect whatsoever. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused. These Terms of Service constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. In the event that any one or more provisions contained in these Terms of Service are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms of Service and these Terms of Services will be construed as if such invalid, illegal or enforceable provision had never been contained herein.

Contacts

If you have any questions concerning these Terms of Service, please use the "Contact Us" page on this Site.