Answerables Beta Version Terms of Service Agreement
Welcome to Answerables.
Answerables consists of a software program (the “Software”) and online services (the “Services”) (together, “Answerables”).
By checking a box that states “I agree” or by using the Software or Services or any portion thereof, you are agreeing to be bound by the Terms of Service. If you are using the Software or Services on behalf of an organization, you represent that you have the authority to bind the organization to the Terms of Service and are agreeing to the Terms of Service for that organization. Where you are using the Services on behalf of an organization, “you” refers to the organization.
The Services licensed hereunder are beta version services and are still under development. The Services are believed to contain defects and compatibility issues and may not be safe or suitable for your computer or mobile device. Nexed advises that you carefully consider whether the Services are appropriate for your particular circumstances. You agree that it is your sole responsibility to backup data and take other appropriate measure to protect your programs and data.
Except as otherwise provided in the Terms of Service, the Services are unsupported and the Terms of Service does not create any obligation upon Nexed to develop, make available, repair, release or support the Services for the benefit of you or any third party.
Except as otherwise provided in the Terms of Service, Nexed grants you a personal, revocable, non-exclusive, non-transferrable license to use the Services by registering an account (“Account”) and using it with the Services. If you are a parent or guardian, you may register additional Accounts for your children for use with the Services and that are associated with your Account. You hereby acknowledge that no title or ownership interest in the Services is transferred or assigned to you and that the Terms of Service is not a sale of any right to the Services.
If you are school, school district, tutoring centre, educational business, provide education related critical services or operate a business related to education, or are an affiliate thereof, and you purchased a yearly membership to use the Software, Nexed grants you a revocable, non-exclusive, non-transferrable educational license (an “Educational License”) to use the Services on one or more computers located within a school, tutoring centre or place of business (each a “Location”) and by registering Accounts for yourself, any employees working at your Location and any students taught at your Location to use with the Services. If you purchased more than one Educational License, you have the right to use the Services in the number of Locations and register Accounts for the Services consistent with the number of Educational Licenses purchased. The term of each Educational License is one year from the date of purchase, unless otherwise terminated in accordance with the EULA or the Terms of Service. Except as otherwise provided in this section and Section 8, Services subject to an Educational License are Services licensed in accordance with all the terms of the Terms of Service.
Access to the Services requires hardware, including but not limited to, a computer or mobile device and an Internet connection. You agree to provide all hardware and the Internet connection required to use the Services. You agree that you are responsible for any fees incurred by you when accessing the Services through an Internet connection.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO OWNERSHIP OR ANY OTHER PROPERTY INTEREST IN YOUR ACCOUNT AND FURTHER ACKNOWLEDGE AND AGREE THAT ALL RIGHTS IN AND TO YOUR ACCOUNT ARE AND SHALL BE FOREVER OWNED BY AND INURE TO THE BENEFIT OF NEXED.
Registering an Account requires you to select a user name and password (“Login Information”). You are solely responsible for keeping your Login Information confidential. You agree to be bound by any use of your Login Information, including purchases and whether or not you authorized use of your Login Information. If you become aware, or reasonable suspect, an unauthorized use of your Account, you must immediately change the password that is part of your Login Information. Any questions concerning the unauthorized use of your account may be emailed to Nexed at firstname.lastname@example.org.
The following Code of Conduct applies to your use of the Services. By agreeing to the Terms of Service you agree to not use the Services to:
Certain features of the Services require payment of Answerables credits, a virtual currency specific to Answerables (“Credits”). Credits are used to purchase goods and services, including virtual items, from Nexed or other users. You recognize that you must be 18 years old in order to purchase Credits. Nexed may offer and you may purchase Credits by visiting the purchase page on the Answerables dashboard, providing your billing information to Nexed and confirming and agreeing to the terms of your Credit purchase. Upon agreeing to the terms of the Credit purchase, you agree that Nexed, or any third party acting on Nexed’s behalf, is authorized and has the right to charge your credit card for applicable fees, charges and taxes that Nexed is required to collect as part of your Credit purchase. All Credit purchases are made in Canadian dollars. Your Credit purchase may involve conversion of a foreign currency into Canadian dollars and fees associated with conversion.
You are not entitled to a refund once you purchase Credits or redeem Credits with Nexed or a third party.
Nexed may offer and you may purchase Credits on a recurring monthly basis (a “Credit Allowance”). By agreeing to a Credit Allowance you agree and authorize Nexed, or any third party acting on Nexed’s behalf, to charge the applicable credit card on a monthly basis in accordance with the terms of your Credit Allowance and the Terms of Service. You may cancel future Credit Allowances, those not yet charged to the applicable credit card, by accessing your Account through the Answerables dashboard or by contacting Nexed at email@example.com and requesting cancellation of your Credit Allowance.
Except as provided in the Terms of Service, Credits and virtual items cannot be resold online or in the real world (“Resale”). You agree that Resale or attempted Resale will result in Nexed terminating all Accounts related to the Resale or attempted Resale and voiding all related Credits.
If Nexed terminates your Account, the Software or the Services you agree that you forfeit all Credits and virtual items associated with your Account to Nexed and you are not entitled to any refund, credit redemption, or any other compensation. Nexed is not responsible for repairing or replacing any Credits lost due to the failure, suspension or termination of the Software or Services.
Nexed may offer and you may purchase a subscription to a monthly paid user Account (“Subscription Account”). A Subscription Account is an upgrade to your Account and allows you to provide teaching or other educational services within Answerables and to charge other users Credits to receive your services (“User Services”). Subscription Account users may redeem with Nexed any Credits earned from providing User Services (“Earned Credits”) in exchange for real-world currency consistent with the terms of the Terms of Service. Except as otherwise provided in this Section 7, Earned Credits are Credits in accordance with all the terms of the Terms of Service.
Nexed may offer and you may agree to purchase additional features for your Subscription Account (“Features”). Each Feature is offered at an additional cost to the price of your Subscription Account.
Except as otherwise provided in this Section 7, Subscription Accounts are Accounts licensed in accordance with all the terms of the Terms of Service.
You may purchase a Subscription Account by selecting the Features to add to your Subscription Account, selecting whether to allow Nexed to automatically charge the Subscription Account to your credit card on a recurring monthly basis, providing your billing information to Nexed and confirming and agreeing to the terms of your purchase. Upon agreeing to the terms of the Subscription Account purchase, you authorize that Nexed, or any third party acting on Nexed’s behalf, has the right to charge your credit card for applicable fees, charges and taxes that Nexed is required to collect as part of your Subscription Account. All purchases are made in Canadian dollars. Your Subscription Account purchase may involve conversion of a foreign currency into Canadian dollars and fees associated with this conversion.
Subscription Account users may elect to redeem their Earned Credits with Nexed. An Earned Credit is redeemed at the rate of 75% of the then-current purchase price of a single Credit (“Redemption Rate”), plus applicable fees, charges and taxes that Nexed, or any third party acting on Nexed’s behalf, collects. Redemption may involve conversion of Canadian dollars into a foreign currency and fees associated with conversion. By agreeing to redeem Credits with Nexed you agree to the Redemption Rate and to pay any applicable charges, fees or taxes that Nexed, or any third party acting on Nexed’s behalf, collects.
The term of a Subscription Account is one month from the date of purchase and may be renewed on a monthly basis. When the term of a Subscription Account ends, the Subscription account will revert to an Account and all purchased Credits, as well as all customizations, data and settings associated with the Subscription Account will be transferred from the Subscription Account to the Account. Any Earned Credits associated with the Subscription Account will be preserved for a period of 60 days, beginning from the day the Subscription Account term ends, and during which you may redeem any Earned Credits consistent with the terms of the Terms of Service. After 60 days all Earned Credits will be forfeit consistent with the terms of the Terms of Service.
If you purchased an Educational License you have the right to register Accounts for yourself and employees for use with the Services consistent with the terms of the Educational License (“Educational Accounts”). An Educational Account is a Subscription Account with the following exceptions: (a) Section 8.2 is inapplicable to an Educational Account; and (b) the term of an Educational Account runs for the duration of the Educational License associated with the Educational Account, including any license renewal.
The Software incorporates services provided or licensed to Nexed by third parties (“Third Party Services”). The Terms of Service does not grant you any license, right, title or other interest in Third Party Services. Use of Third Party Services may require you to enter into agreements between you and a third party. It is up to you to determine whether to agree to the terms of any Third Party Services agreement. NEXED MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY SERVICES. YOU AGREE THAT NEXED WILL NOT BE LIABLE FOR ANY CLAIM, LOSS OR DAMAGE RELATING TO THIRD PARTY SERVICES.
Nexed retains all interests, intellectual property, ownership rights and title in the Services including but not limited to computer code, documents and documentation, copyrights, patents, trademarks, trade secrets, trade names, titles, characters, character names, catch phrases, concepts, character inventions, character likenesses, dialog, settings, storylines, themes, animation, audiovisual effects, sound effects, musical works and methods of operation. The Services are protected by the laws of Canada and international laws.
User content includes any communication, whether by sound, image or text and any other data, material or information that you or other users post, submit or upload using the Services or Third Party Services (“User Content”). By providing User Content you represent and warrant that you have all consents, licenses and rights necessary to provide and license the User Content and you agree to grant Nexed an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, sub-licensable, transferrable, worldwide license to your User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control and to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums and with any technology now known or hereafter developed and for all purposes including without limitation, advertising, commerce, entertainment, publicity or news and without attribution, notice, permission or payment to you or any other person.
By providing User Content you represent and warrant that the User Content provided conforms to the terms and requirements of the Terms of Service and that you hold or own all necessary consents, licenses, permissions and rights needed to provide the User Content and without any additional authorization, permission or payment to any third party in order for Nexed to utilize the User Content in the manner provided for in the Terms of Service.
You agree to waive any moral rights, including rights of attribution and integrity, you may have in User Content and to the extent you are unable to waive your moral rights, you agree to not enforce these rights against Nexed, its agents, representatives or any other authorized person or entity.
To the extent Nexed solicits you to provide User Content that requires use of Nexed’s copyrighted works, Nexed hereby grants you a limited, non-exclusive license to create a derivative work using Nexed’s copyrighted works to the extent required by Nexed’s solicitation and provided that you assign to Nexed all rights in any derivative work you create.
Nexed is a Canadian company and complies with Canada’s Notice-and-Notice take-down procedure for alleged infringement of copyrighted works and can be contacted as listed below.
If you are a U.S. copyright owner, Nexed will respond to notices alleging copyright infringement that comply with the United States Digital Millennium Copyright Act (the “DMCA”).
You must provide the following information in writing in your DMCA notice:
Nexed may provide you notice if your communication, post, submission or upload was removed as a result of Nexed receiving a DMCA notice from its copyright owner. If you receive notice from Nexed, you may provide a counter-notification in writing to Nexed’s designated DMCA agent though the means provided below.
DMCA notices can be sent to Nexed’s designated DMCA Agent by email or mail:
By email: DMCA@nexed.ca
Esquared Education Inc.
ATTN: DMCA Agent
950-609 West Hastings Street
Vancouver, BC V6B 4W4
You may contact the designated DMCA Agent by phone at +1 604-230-9293.
THE SERVICES ARE LICENSED TO YOU “AS IS” AND NEXED
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITING THE FOREGOING, NEXED MAKES NO REPRESENTATIONS THAT USE OF THE SERVICES WILL NOT INFRINGE ANY COPYRIGHT, PATENT OR TRADEMARK OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, NEXED MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE. YOU ASSUME RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES AND THEIR RESULTS, IF ANY, ARE APPROPRIATE FOR YOURSELF, YOUR CHILD AND YOUR COMPUTER OR MOBILE DEVICE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICES.
YOU HEREBY AGREE THAT NEXED SHALL NOT BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE OR REGISTRATION OF AN ACCOUNT WITH OR USE OF THE SERVICES OR THIRD PARTY SERVICES AND INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, COMPUTER FAILURE OR MALFUNCTION, LOSS OF GOODWILL AND ANY AND ALL OTHER DAMAGES OR LOSSES. You agree to indemnify, defend and hold Nexed, its affiliates, agents, contractors, directors, employees, officers and partners harmless from and against any claim, liability, injury, damage, cost, loss or expense that arises from your use of the Services. THIS LIMITATION APPLIES TO ANY CAUSE OF ACTION OR CLAIMS IN THE AGGREGATE, WHETHER IN AN EQUITABLE, LEGAL OR COMMON LAW ACTION ARISING HEREUNDER AND INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS.
You hereby agree that Nexed would be irreparably damaged if the terms of the Terms of Service are not specifically observed and, therefore, you agree that Nexed shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any terms of the Terms of Service, in addition to other remedies available to Nexed under applicable law.
The Terms of Service shall be governed and construed under the laws of Canada and the province of Ontario. You hereby agree that the United Nations Convention on Contracts for the International Sale of Goods is excluded in its entirety from application to the Terms of Service.
You and Nexed agree that any informal resolution or arbitration of a Dispute shall be limited between Nexed and you individually. To the full extent permitted by applicable law, no arbitration shall be joint with any other and you have no right or authority to: (a) arbitrate a Dispute on a class-action basis or to utilize class action procedures; and to (b) raise a Dispute in a representative capacity on behalf of the general public or any other persons.
To the extent any section, clause, provision or sentence or part thereof of the Terms of Service is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction, then that portion shall be severed and the remainder of the Terms of Service shall be given full force and effect.
Nexed’s failure to assert or enforce any right contained in the Terms of Service shall not constitute a waiver of that right.