TERMS OF SERVICE

Last Updated: October 17, 2024 (previous version)

HEADRUSH is owned and operated by HEADRUSH Learning Inc. (“HEADRUSH”, “We” or “Us”). By using or visiting the HEADRUSH website (the “Site”) and/or utilizing the services through the Site, you indicate your acknowledgment and acceptance of these Terms of Service (the “Terms of Service”).

​IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE THEN DO NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES THROUGH THIS SITE. HEADRUSH’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH 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. We will provide you with notice of such changes and your continuing use of the Site and/or Services after receipt of such notice 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 a ‘last updated date’ to reflect when changes were last made.

Definitions

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

Services

HEADRUSH provides the Services through the Site. To access and use the Services, You shall:

You specifically agree 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 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 will 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 information 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 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. 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 accessing the Services, including without limitation your internal network infrastructure and any mobile devices.

You shall 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 to improve the Services or other HEADRUSH products or services.

The 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

​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, copy, distribute, and make derivative works of such User Content so that HEADRUSH may provide the Services to You. HEADRUSH will have no liability whatsoever respecting any claim relating to the User 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, and make 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

Subject to your compliance with these Terms of Service, HEADRUSH hereby grants to You, and your authorized Users, a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use and access the Services and Services Content for your own internal use according to the terms of your subscription, and not for resale or further distribution.

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

Restrictions

Except as otherwise explicitly provided in these Terms of Services or as may be expressly permitted by applicable law, You shall not, and shall 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 Services or Services Content; (ii) rent, lease, or sublicense access to the Services or Services Content; (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 Services, 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 Services Content; 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 to support 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 shall 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 Services in accordance with HEADRUSH’s then-current fee schedule as set forth on the Site and You agree to the terms of sale, pricing, payment, and billing policies applicable to such fees and charges. Unless otherwise provided on the Site, all fees for the Services 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 30 days of such payment becoming due and payable, HEADRUSH may terminate your access to the Services. 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 remitted to HEADRUSH shall equal the amount invoiced or otherwise due. 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. 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

Any personal information You provide HEADRUSH through this Site or Service is governed by HEADRUSH’s Privacy Policy, which is incorporated into these Terms of Services by this reference.

Indemnification

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, actions, 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.

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 that 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, THE SERVICES. 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 SERVICES 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 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 (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 JURISDICTIONS.

Trademarks

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.

Term; Termination

When You register for the Services, You will select a subscription term. Your subscription to the Services will automatically renew at the end of each subscription term unless you terminate.

HEADRUSH may terminate or suspend any and 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 endeavor to provide You with 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 fees paid to HEADRUSH are non-refundable and You must pay for any outstanding fees owing as of the effective termination date. Upon termination of your account, your right to use and access 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, your obligation to pay, warranty disclaimers, indemnity, and limitations of liability, will survive termination.

Support Services and Training

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

Security

This Site uses administrative, contractual, physical, and technical means to protect against any unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, usernames, and passwords. Although HEADRUSH takes reasonable steps concerning the 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 Service and You do not have any authority to bind HEADRUSH in any respect whatsoever. Any consent by a party to, or waiver of, or 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, which include the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter herein and supersedes any prior understandings and agreements between the parties. 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 contact us:

E-mail: info@headrushlearning.com

Mail: 152 Ward Court, Oakville, Ontario, L6L 5X7