Terms of use

Nature of the Service

Learnio is an online audio streaming service that allows you to select from certain on-demand audio (“Podcast”)  conent. Your access to the content will vary depending on the package you subscribe to. During the free trial period, users have limited access.

Subscription Fees

Your subscription fee and when you are charged will depend on the tier option you have subscribed to and any available promotional offers (which may vary from time to time). The applicable taxes will depend on your jurisdiction of residence.  

Please see our website at www.learniocpd.com for current subscription fees.

Depending on your carrier plan and use of Learnio, you may incur charges due to your use of the Internet, including data usage, roaming or other charges. Consult your carrier and plan for details.

Payments and Renewals

Payment Method: During the registration process, you will have been asked to provide billing information, including your credit card number and billing address. All amounts with respect to your subscription referenced will be charged to the credit card provided, in Canadian Dollars.

Once you  have subscribed to the annual membership, your subscription will automatically renew and you will be charged automatically every year, unless you cancel prior to your renewal date. See below for information on cancellation. 

Two-week Trial Subscription: If you have do not wish to be charged, cancel your subscription prior to the end of the  two week trial period and your credit card will not be charged.

Promotional Codes and Offers 

Discount codes or promotional offers are available on occasional basis and can be used once, unless otherwise noted. Enter the promo code when you register.

Restrictions:

1. A promo code can only be used once.
2. A promo code cannot be transferred or shared with others.
3. Limit of one (1) promo code redemption per person.
4. A Promotion cannot be redeemed in conjunction with any other promotions or offers related to the Service.
5. A Promotion Period is for the period of consecutive months of the Promotion and cannot be paused, delayed, amalgamated/stacked, or rescheduled.
6. A Promotion is not available to subscribers who subscribe to the Service through their TV service provider.
7. A Promotion is only available to subscribers to the Service.
8. A Promotion does not apply in conjunction with another Promotion.
9. A Promotion does not provide rain-checks or substitutions.
10. A Promotion not redeemable or refundable for cash.
11. Learnio reserves the right to modify or discontinue a Promotion at any time.
12. Learnio reserves the right in its absolute discretion to determine a subscriber’s eligibility for a Promotion.

Cancellation

Cancelling Learnio: You may cancel your subscription by sending us a written notice to Help@learniocpd.com, or by cancelling your subscription online on our website.

No Refunds: All subscription fees are non-refundable. We will not provide refunds or credits for any partial subscription periods or unused time. If you cancel your subscription, you will not be refunded or credited any portion of your last paid subscription fee, however, you will be able to access your package to the end of your subscription period.  

Cancellation by Learnio: Without limiting our rights under the Terms and Conditions, we may cancel your subscription on 30 days’ notice if you live outside Quebec or Newfoundland and Labrador, or 60 days’ notice if you live in Quebec or Newfoundland and Labrador. 

Changes to the Contract

The Terms and Conditions, the Service, and your subscription, including the subscription fees, are subject to change at any time. As required, we will notify you of the change in accordance with the Terms and Conditions.

Privacy

In order to offer you the Service, we collect account and payment information from you, and may also access certain information relating to your use of the Service as further described in our Privacy Policy. 

We may also send commercial electronic messages to your email or other electronic address, in accordance with applicable laws. We are committed to maintaining the accuracy, confidentiality, security and privacy of your information. Any collection, use and/or disclosure of your information by us in connection with the Service is governed by our Privacy Policy which you agree to by using the Service. 

Liability

Certain limitations and exclusions of liability apply to us. Please see Section 31 of the Terms and Conditions for additional information.  

Modifications

Subject to applicable law, we reserve the right, in our sole and absolute discretion, to modify all or any portion of these Terms and Conditions, the Service, and your subscription including the Subscription Fees, at any time without incurring any liability or obligation whatsoever to you or any other person or entity. We will post changes to these Terms and Conditions at least thirty (30) days before the modification comes into effect, and will indicate at the top of this page the date these Terms and Conditions were last modified.

In addition, if you have registered for the Service, we will provide you notice as required using your email and/or mailing address, or any other contact information we have for you in our discretion. Where required by law, this notice will be provided at least thirty (30) days before the change comes into effect and will set out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. Before the change comes into effect, you may cancel the Service rather than accept the change. To the fullest extent permitted by law, as your sole remedy, where required by law you may refuse the modification and rescind, or cancel the Service without cost, penalty, cancellation fee or cancellation indemnity, by providing us with notice to that effect no later than thirty (30) days after the modification comes into force, using the information in the notice, if the change results in increased obligations to you or a reduction of obligations on us. To the fullest extent permitted by applicable law, your continued access to and/or use of the Service after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, these Terms and Conditions, as modified, or such change to the Service or your subscription communicated to you.

Subject to our right to make modifications, no other statements (written or verbal) will change these Terms and Conditions.

You may not make any changes to these Terms and Conditions.

Technical Requirements

Your use of the Service will require your device to be connected to the Internet. Additionally, you may choose to access the Service using a mobile device. In all such cases, you are solely responsible for the cost and maintenance of any such Internet or mobile connection, including any data usage, roaming or other charges that you incur. Consult your carrier and plan for details. You acknowledge that quality, and the time it takes to begin listening to the Content, may vary depending on the quality of your Internet or mobile connection and listening device capabilities. Further, you acknowledge that, from time to time, you may be unable to access the Service or you may experience video and/or audio re-buffering or drop-outs.

Your use of the Service is subject to certain minimum technical requirements (the “Technical Requirements”) set out in the Learnio FAQ (available on our website at www.learniocpd.com) which Technical Requirements are incorporated into these Terms and Conditions by reference. 

It is your responsibility to ensure that you have access to the hardware and/or software platforms required to access and use the Service. These are described in the Technical Requirements. We reserve the right to change or cease support of any hardware or software platforms at any time. Any such change or cessation of support will be addressed in the Technical Requirements.

We may change the Technical Requirements from time to time at our sole discretion and, unless we specify otherwise, you are responsible for updating or maintaining your devices, Internet or mobile connection, and hardware and software platforms as necessary to meet the current Technical Requirements.

12. Content

The Service allows you to listen, preview, access and select from various offerings of live, online and on-demand programming, including certain audio, graphics, photos, text, special features, programs, video clips and other audio and video content (the “Content”) in accordance with these Terms and Conditions, and the subscription you have purchased. Different Content may be available to different subscription levels, and the Content available may change over time. You may consult the directory of currently available Content on our website at www.learniocpd.com.

Your ability to stream the Content may be subject to certain content security requirements (“Content Security Requirements”) set out in the Learnio FAQ (available on our website at www.learniocpd.com) which Content Security Requirements are incorporated into these Terms and Conditions by reference.

Certain Content may be made available to you for consuming for a limited time. The availability of the Content will be determined in our sole discretion. We reserve the right to modify or discontinue, temporarily or permanently, all or any part of the Service or access to the Content, including through one or more subscription plans.

While we will attempt to keep the Content descriptions up-to-date, we do not warrant that they will be complete, current or accurate. Learnio and its service providers, suppliers, and licensors, and each of their respective directors, officers, employees and agents are not responsible for and do not accept any liability whatsoever for any issues related to your right to use the Service, your access to the Content, or the suspension or termination thereof. 

13. Right to Use

Provided you continue to comply with these Terms and Conditions, you are hereby granted a limited, non-exclusive and non-transferable right and license to use, access and/or install the Service in accordance with the access privileges associated with your subscription through your registered account solely for your personal, non-commercial and entertainment use. Except for the foregoing limited license, no right, title or interest shall be transferred to you.

14. Prohibited Activities

You agree to comply with all applicable laws and regulations (including laws relating to copyright), as well as these Terms and Conditions, when using the Service.

Except as specifically permitted in the Learnio FAQ (available on our website at www.learniocpd.com), you acknowledge and agree that you may not: 

1. use the Service for anything other than your own personal, non-commercial and entertainment purposes. For greater certainty, and without limiting the generality of the foregoing, you may not charge for using the Service and you may not use the Service to attract others to buy goods or services from you or anyone else or to attract anyone to attend any premises;
2. copy, reproduce, distribute, transfer, sell, license, publish, enter into a database, publicly perform or display, modify, create derivative works, upload, edit, post, link to, frame, transmit, rent, lease or sublicense, or in any way exploit, any part of the Service or Content. For greater certainty, and without limiting the generality of the foregoing, you may not use the Service or the Content in circumstances where members of the public can use them simultaneously or authorize, enable, or procure any other person to do so;
3. use the Service to share or distribute any Content, including via wireless streaming between devices, second-screen video playback, over-the-air streaming, Airplay or any similar processes, except directly in connection with your own personal, non-commercial use of the Service for entertainment purposes;
4. use the Service to engage in any activities that infringe intellectual property rights (e.g., peer-to-peer (P2P) file-sharing, posting, unauthorized streaming, making available, uploading, downloading, or any other distribution of content protected by intellectual property laws) or facilitate any such activities (e.g., use of eDonkey directory servers, BitTorrent trackers and/or websites that index and link to content served at a separate host);
5. interfere or attempt to interfere with the operation of the Service, the Content, or the servers or networks connected to the Service including, through denial of service attacks, overloading a service, improperly seizing or abusing operator privileges (“hacking”), or attempting to “crash” a host;
6. circumvent, remove, alter, deactivate, or degrade any of the Content protections in the Service;
7. copy, reproduce, distribute, adapt, translate, modify, decompile, disassemble, or reverse engineer any Software, applications or programs used in connection with the Service or the Content;
8. copy, modify, alter, remove, or deface any trademarks, service marks, or other intellectual property displayed or made available through the Service, or use any of the foregoing for any purpose other than the purpose for which such intellectual property is made available to users of the Service;
9. use or attempt to use the Service in a manner to avoid incurring charges for usage;
10. use any data mining, robots, or similar data gathering and extraction tools on the Service, the Content or on any portion thereof, or frame any portion of the Service or Content, it being agreed that should we become aware that your device has been jail broken or rooted or has undergone any other similar process you will not be permitted to access the Service on your device;
11. use the Service to access any computer, software, data or any confidential, copyright-protected or patent-protected material of any other person, without the knowledge and consent of that person, or use any tools designed to facilitate access such as ‘packet sniffers’;
12. use the Service to post, upload, email, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offence or give rise to civil liability, or otherwise use the Service in a manner that is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Service or the Internet;
13. use the Service to defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including rights relating to privacy and publicity; or
14. use the Service to invade another person’s privacy, or to collect or store personal data about other users.

You acknowledge that, subject to our Privacy Policy, we may disclose information relating to your use of, or access to, the Service that is necessary to satisfy any law, regulation, governmental or other lawful request from any applicable jurisdiction.

16. Content Suppliers

You acknowledge and agree that our content suppliers are third party beneficiaries of these Terms and Conditions. This means that, upon your acceptance of these Terms and Conditions, such suppliers will have the right (and will be deemed to have accepted the right) to enforce these Terms and Conditions directly against you.

17. Third Party Software

There are software programs and technology contained within, or available through, the Service that have been licensed to Learnio  (or its parent company Lightscope) by third parties (collectively, “Third Party Software”). Third Party Software is subject to the proprietary rights of its respective owner. You acknowledge and agree that neither Learnio  (or it’s parent company Lightscope), nor the owners of Third Party Software will not be held liable for the removal or other unavailability of such Third Party Software in the Service. In addition, the same terms and conditions, including all limitations and restrictions, set forth in these Terms and Conditions apply to the Third Party Software contained in the Service.

18. Third Party Applications

Your use of the Service and/or access to the Content may be provided to you through third party websites, platforms and portals including social networking sites and digital storefronts (collectively, “Third Party Platforms”). Additional terms and conditions may apply to you with respect to your use of those Third Party Platforms. Learnio does not monitor or control these Third Party Platforms and does not assume any responsibility or liability for your use of such Third Party Platforms. You access these Third Party Platforms at your own risk. The presence of a link to Third Party Platforms does not constitute or imply Learnio’s (or its parent company Lightscope) endorsement, sponsorship, or recommendation of the third party or of the content, products, or services contained on, or available through, the Third Party Platforms.

19. Mature Content

Content displayed or accessed by, through or in the Service may contain mature content, which may not be appropriate for all users. Where possible, Content is rated according to guidelines established by the appropriate Canadian governing authority. However, some Content may not be rated and may contain violence, sexual content and mature themes. Adult and mature Content is only intended for users who are the age of majority in the Canadian province or territory in which they reside, or users who have received consent from a parent or guardian.

You acknowledge and agree that your account may have access to adult or mature content and/or content that may depict nudity, sexual activity, violence, adult language, or is otherwise graphic or objectionable in nature. You agree that access to and use of the Service and the Content is at your sole risk, and that we have no liability to you or anyone who uses or listens to the Service, whether through your account or otherwise, for the type of Content accessed.

20. Intellectual Property Rights

The Service and the Content (including all components thereof) are the property of their respective owners and are protected by copyright, trademark, patent, or other proprietary rights. You acknowledge and agree that you have no ownership rights in the Service or the Content, and you only have a limited license to access and use the Service for private, non-commercial and entertainment purposes and, in certain cases, a limited right to use the Content.

Except as expressly provided, nothing in these Terms and Conditions or within the Service, including any Content, will be construed as conferring any license or other right or entitlement under any intellectual property right, whether by estoppel, implication, waiver, or otherwise.

21. Trademarks

Learnio and related names, logos and images, as well as some of the characters, logos or other images incorporated by us into the Service and/or the Content are protected as registered or unregistered trademarks or trade names owned by or licensed to Learnio or its parent company Lightscope (collectively, the “Trademarks”). The Trademarks and all other trademarks included in or accessible through the Service or Content are the property of their respective owners and use of them is not authorized in any manner other than as required for you to use the Service and hear the Content in accordance with these Terms and Conditions.

22. Service Updates

Learnio  may choose to make available updates, upgrades or other changes or enhancements to the Service (“Service Updates”). Service Updates may be: (a) optional, in which case you will receive information and instructions to authorize Service Updates; or (b) mandatory, in which case you must consent to the Service Update for continued access to the Service. In addition, we reserve the right to test features and functions of the Service, including user interfaces, service levels, promotional features, and availability and delivery of Content. By using the Service, you agree that we may include you in or exclude you from these tests without notice.

23. Software

(a) General: You may be required to download software applications or other forms of content including files, images or data (“Software”) in order to access or use the Service. The Software is made available to you by us or third parties subject to the following terms and conditions, and any terms and conditions made available to you during the installation process.

(b) License Grant: Learnio  and such third parties grant you a non-exclusive, limited, personal, non-transferable, revocable license, subject to your compliance with these Terms and Conditions, to install and use the Software in executable form solely in connection with the Service on such number of Internet-connected computers and other compatible devices as specified in the Technical Requirements.

(c) Limitations: You agree that the Software is licensed to you by us or third parties for your personal and non-commercial use only, and you must:

1. not modify the Software;
2. maintain all copyright and other proprietary notices contained with or displayed on the Software;
3. not create any derivative works of the Software;
4. not transmit or make the Software available over a network where it could be used by multiple computers or devices at the same time;
5. not make any Third Party Software contained in the Software a standalone product;
6. not take any action that will infringe on the intellectual property or other proprietary rights of Learnio  or third party licensors; or
7. not copy, redistribute, sell, rent, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

(d) All Rights Retained: Learnio  or the applicable third party shall retain full and complete title to the Software and all intellectual property rights therein. You agree that it is your responsibility to review and evaluate the Software and any terms and conditions presented to you during the installation process, and that all risk associated with the use of, or reliance on, the Software rests with you.

(e) Support: We may elect to provide you with customer support and/or Software upgrades, enhancements or modifications (collectively, “Support”), in our sole discretion, and may terminate this Support at any time without notice to you. In addition:

1. we may change, suspend or discontinue any aspect of the Software at any time, including the availability of any Software feature or function;
2. we may impose limits on certain features and functions or restrict your access to parts or all of the Software or the Service without notice or liability;
3. we, our licensors, and other third party suppliers reserve the right to delete data from their servers, or prevent access to their servers or to change data categories for any reason that we or third parties deem sufficient in their sole discretion at any time, without notice; and
4. nothing in these Terms and Conditions imposes upon us or our licensors any obligation to provide you with new, enhanced or additional Support at any time

(f) No Liability: You agree that Learnio , including our suppliers, shall not be, to the extent permitted by applicable law, responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications.

(g) Apple: If you have downloaded Software from the Apple iTunes Application Store, the following additional terms apply to such Software:

You agree and acknowledge that these Terms and Conditions are concluded between you and Learnio or its parent company Lightscope only. In addition, your use of such Software downloaded from such location is limited to a non-transferable license to use the Software 

(h) Microsoft: The following additional terms apply in relation to certain Microsoft Corporation products and content-protection technology:

If you are accessing the Service through a Microsoft product, including a Microsoft Xbox 360, Xbox One, or other game console, or a Windows 8.1 device, you acknowledge and agree that the Service and the Content are provided to you solely by Learnio or its parent company Lightscope and not the Microsoft Corporation. Further, you acknowledge and agree that the Microsoft Corporation shall not be held liable under any theory of liability for any claims related to the Service, the Content, or these Terms and Conditions.

Content owners use Microsoft PlayReady™ content access technology to protect their intellectual property, including copyrighted content. The Service uses PlayReady technology to protect certain PlayReady-protected Content. If the PlayReady technology fails to protect such Content, the Content owners may require the Service to restrict or prevent the delivery of their Content to specified digital devices and/or software applications. In certain cases, Content owners may require you to upgrade PlayReady to continue to access their Content. If you decline an upgrade, you will not be able to access the Content that requires the upgrade and you may not be able to install other operating system updates or upgrades.

24. Content Linked to the Service

Please note that certain links made available via the Service may take you to third party websites. We provide these links only as a convenience. If you decide to visit any linked site, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. We are not responsible for the content of any such linked sites or any other web page that is not part of a Learnio website and under our control. Unless otherwise expressly provided, we make no representation or warranty regarding, and do not endorse, any linked site or the information, products or services appearing on it. Accordingly, you agree that we will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from the Service, or compliance of the site with any legal obligations with respect to privacy or other applicable laws.

Suspension and Termination

We, in our sole discretion and without liability, reserve the right to cancel, terminate, restrict or suspend your access to the Service or to delete your registered account and any information or user profile(s) related to such account if we reasonably believe that you are or will be in violation of these Terms and Conditions and/or any applicable laws. Any such cancellation, termination, restriction, suspension or deletion is in addition to, and not in lieu of, any rights and remedies available to us under these Terms and Conditions or any applicable law. The agreement formed by your acceptance of these Terms and Conditions, our Privacy Policy and the Technical Requirements and Content Security Requirements of the Learnio FAQ (available on our website at www.learniocpd.com) will continue to apply to and be binding upon you in respect of your prior use of the Service. For greater certainty, any indemnification, warranties and limitations of liability under the Terms and Conditions remain in effect following any cancellation, termination, restriction, suspension or deletion.

 Information Access

The Service may provide us with limited access to information related to your use of the Service, including Content viewed, amount of time listening, and general information regarding your device (such as a unique device identifier, your operating system, existing software, amount of available storage space, connectivity and your interaction with the Service). This information, together with any other information you provide to us through your registration for, and subscription to, the Service and/or your use of any of its features, will, among other things, enable us to:

(a) enforce these Terms and Conditions,

(b) manage rights associated with the Content,

(c) generate usage and performance data concerning your use of the Content and the Service,

(d) deliver interest-based advertising to you,

(e) collect information for security purposes,

(f) help you use the Service more effectively, and

(g) otherwise help us to enhance and improve the Content and the Service.

Any personal information obtained by us will be treated in accordance with our Privacy Policy.

Cookies and Similar Technologies

Learnio may use cookies (small text files placed on your device) and similar technologies to achieve the purposes. These technologies may be set and controlled by us or by our third party service providers or advertising providers for these purposes.

By default, most browsers will automatically accept cookies. However, you can disable cookies completely, or be prompted prior to a cookie being loaded, by adjusting your browser’s settings. Please note that disabling cookies may impair the functionality of the Service and/or the website, either fully or in part, and may prevent you from using certain Service or website features, services or applications. Consult each individual browser’s “help” feature for more information.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SERVICE, THE CONTENT, ANY PARENTAL CONTROLS, THE SOFTWARE, INFORMATION, AND ALL MATERIALS ON THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, THE ABSENCE OF VIRUSES, OR THE CORRECTNESS, ACCURACY, QUALITY OR RELIABILITY OF THE CONTENT, ANY PARENTAL CONTROLS, THE SOFTWARE, OR THE SERVICE. IN ADDITION, WE DO NOT WARRANT THAT THE SERVICE, THE SOFTWARE, ANY PARENTAL CONTROLS, OR THE CONTENT WILL BE NON-INFRINGING, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT DEFECTS WILL BE FOUND OR CORRECTED. WE ALSO PROVIDE NO REPRESENTATION, WARRANTY OR CONDITION REGARDING THE ACCURACY, TIMELINESS, AUTHENTICITY, COMPLETENESS OR RELIABILITY OF THE SOFTWARE, ANY PARENTAL CONTROLS, ANY CONTENT, INFORMATION, MATERIALS, OR THE SERVICE.

Indemnification

You agree to defend (at our option), indemnify and hold harmless each of Learnio and its service providers, suppliers, and licensors, and each of their respective officers, directors, employees and agents, including all third parties mentioned on, or included in, the Service, from and against any and all claims, liability, losses, actions, proceedings, suits, damages, settlements, penalties, fines, costs, or demands, including without limitation reasonable legal and accounting fees, resulting from or related to:

(a) your breach of any provision of these Terms and Conditions;

(b) your use of the Software;

(c) your violation, alleged violation or misappropriation of any intellectual property right; or

(d) any content submissions, including Contributions, made through the Service by you or anyone using your registered account.

You shall use your best efforts to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

Limitation of Liability

1. (a) NOT APPLICABLE TO RESIDENTS OF QUEBEC: TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LEARNIO DISCLAIMS ALL LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. LEARNIO DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE, INCLUDING DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, RESULTING FROM OR IN CONNECTION WITH: (A) ANY USE OF, OR INABILITY TO USE, THE SERVICE, THE SOFTWARE, THE CONTENT, THIRD PARTY SOFTWARE, THIRD PARTY PLATFORMS, INFORMATION, OR OTHER MATERIALS IN OR ASSOCIATED WITH THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR ASSOCIATED PROFILES; OR (C) ANY OTHER MATTER RELATING TO THE SERVICE, THE SOFTWARE, THE CONTENT, THIRD PARTY SOFTWARE, THIRD PARTY PLATFORMS OR OTHER MATERIALS IN OR ASSOCIATED WITH THE SERVICE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF LEARNIO HAS BEEN ADVISED OF, OR COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE.
   (b) APPLICABLE ONLY TO RESIDENTS OF QUEBEC: EXCEPT FOR DAMAGES RESULTING FROM LEARNIO’S OWN ACTS, LEARNIO WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, RESULTING FROM OR IN CONNECTION WITH: (A) ANY USE OF, OR INABILITY TO USE, THE SERVICE, THE SOFTWARE, THE CONTENT, THIRD PARTY SOFTWARE, THIRD PARTY PLATFORMS, INFORMATION, OR OTHER MATERIALS IN OR ASSOCIATED WITH THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR ASSOCIATED PROFILES; OR (C) ANY OTHER MATTER RELATING TO THE SERVICE, THE SOFTWARE, THE CONTENT, THIRD PARTY SOFTWARE, THIRD PARTY PLATFORMS OR OTHER MATERIALS IN OR ASSOCIATED WITH THE SERVICE. WITHOUT LIMITATION, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE.
   (c) You expressly acknowledge that we make the Service, Software and Content available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth in these Terms and Conditions, and that these form an essential basis of the bargain between you and us. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and, subject to applicable laws, continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of these Terms and Conditions.

Submission of Contributions

In regard to any comments, information, videos, photographs, ideas, concepts, reviews, or techniques or any other material contained in any communication that you may post, upload or submit to us (“Contributions”), should any such features be made available to you, you automatically grant us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, create derivative works from, publish, translate, license, transmit, distribute and otherwise exploit any or all portions of such Contributions in any manner and media and by means of any technology now known or hereafter developed. In addition, you hereby irrevocably waive all “moral rights” in any such Contributions posted, uploaded or submitted by you. You also confirm to us that: (a) the Contributions are wholly original to you; (b) no one else has any rights in the Contributions; (c) the Contributions do not contain confidential or proprietary information; and (d) we are free to implement the Contributions, if we so desire, as provided by you or as modified by us, without obtaining further permissionfrom you or permission or a license from any third party, and without any additional consideration of any kind.

Learnio is not obligated to and does not regularly review, pre-screen, monitor, delete, or edit Contributions (if any). However, Learnio reserves the right to do so at any time in its sole discretion, for any reason or no reason, and to refuse, delete, move or edit any Contributions, in whole or in part, with or without notice. Learnio is not responsible or liable for damages of any kind arising from any Contributions even when Learnio is advised of the possibility of such damages, or from Learnio’s alteration or deletion of any Contributions.

 Investigations and Violations

Subject to our Privacy Policy, we reserve the right to investigate you if we suspect you have violated these Terms and Conditions and/or any applicable laws, and may seek to gather information from you or about your use of the Service, in furtherance of this purpose. We may suspend your use of the Service (and for further certainty, use of the Service through your account) if your conduct is under investigation. If we believe, in our sole discretion, that a violation of these Terms and Conditions and/or any applicable laws has occurred, we may take any corrective action deemed appropriate, including providing personally identifiable information as part of any legal process.

BY ACCEPTING THESE TERMS AND CONDITIONS, YOU WAIVE AND HOLD HARMLESS LEARNIO AND  PARENT COMPANY LIGHTSCOPE  FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY LEARNIO AND  PARENT COMPANY LIGHTSCOPE  DURING OR AS A RESULT OF ITS INVESTIGATIONS OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER LEARNIO OR LAW ENFORCEMENT AUTHORITIES.

Governing Law and Jurisdiction

The Service is controlled, operated and administered by us from our facilities within Canada. We make no representation or warranty that the Service is appropriate or available for use at any locations outside Canada.

If you are not a resident of Quebec, these Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. You hereby irrevocably agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue.

If you are a resident of Quebec, these Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Quebec, Canada, without reference to its conflict of laws principles. You hereby irrevocably agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec and to waive any objections based upon venue.

General Provisions

These Terms and Conditions are personal to you, and you may not assign your rights or obligations to anyone. We may, without prior notice to you and without your consent, assign these Terms and Conditions and upon such assignment the assignee shall assume all of our rights and obligations under these Terms and Conditions and we shall be released. Our failure to insist upon or enforce strict performance of any right or provision of these Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No waiver of any breach of any provision of these Terms and Conditions by us shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof. If any provision of these Terms and Conditions is unlawful, void, or for any reason unenforceable, then that provision is deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions. These Terms and Conditions, our Privacy Policy, the Service, the pricing, content, product, and services information (available on our website at learniocpd.com as well as within the Service registration and subscription process), and the Technical Requirements and Content Security Requirements of the Learnio FAQ (available on our website at www.learniocpd.com) constitute the entire agreement between you and us relating to the access and use of the Service, the Software, and the Content, and shall not be modified except by us. You and we have requested that these Terms and Conditions and all correspondence and all documentation relating to these Terms and Conditions be written in the English language.