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Teach Away Professional Development

1. Terms

By accessing the Teach Away professional development courses you agree to be bound by these Terms and Conditions of the Kesson Group Inc. (o/a Teach Away) (hereafter known as “Teach Away”, “We” “Us”, or “Our”), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing your Teacher Certification Program, TEFL course, or other Professional Development course (including Culturally Responsive Teaching, Digital Learning in the K-8 Classroom, Disciplinary Literacy) and the course materials (hereafter known as the “Course”). Although you have been directed to the Course enrollment website of one of our industry partners (“Provider”), the Course that will become available to you upon enrollment has been developed and is being provided to you by Teach Away. Teach Away contracts with industry partners, including Provider, to make available online, self-directed learning programs like the Course to consumers, customers and employees of such industry partners. The materials contained in this Course and on are protected by applicable copyright and intellectual property laws of Teach Away and/or Provider.

2. User License

Users are granted permission to temporarily download one copy of the materials (information or software) from the Course for personal, non-commercial transitory viewing only. This is the grant of a limited, non-exclusive, non-transferable, royalty-free license exercisable only during the Duration of Access (as hereinafter defined) and is not a transfer of title. Under this limited license you may NOT:
Modify, copy, extract, summarize, distribute or publicly display the Course materials;
use the materials for any commercial purpose;
attempt to decompile or reverse engineer any software contained in or comprising the Course;
remove any copyright or other proprietary notations from the materials; or
transfer the materials to another person, “mirror” the materials on any other server, or do any other act in order to display it for multiple beneficiaries per license, for the purposes of education or training (referring to, but not limited to computer monitors, projectors, and TVs).

The limited license being made available to you will automatically terminate if any of these restrictions are violated and may be terminated by Us at any time. Upon terminating your viewing of these materials, or upon the termination of this license, you must destroy any downloaded materials in your possession, whether in electronic or printed format, immediately.

We and/or Provider own or are authorized licensees of all right, title and interest in and to the Course and the contents of the Course materials, as well as any trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights contained in and/or relating to the Course and the Course materials and the software and systems which make the Course available to you (“Intellectual Property”). Nothing in these Terms and Conditions constitutes a license to Customer to use or resell the Intellectual Property other than as specifically set forth herein.

3. Disclaimer of Warranties and Limitation of Liability

The Course and the Course materials in the Course are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, We make no warranties, expressed or implied, in respect of the operation of the Course and We hereby disclaim all other warranties, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of third party rights. You agree to address any questions or concerns respecting the Course directly with Provider. This includes, without limitation, any concerns you may have about the content, likely results, fitness, quality, accuracy or reliability of the Course or the Course materials. Provider provides to Us and/or approves all content incorporated into the Course and the Course materials and We do not warrant or make any representations concerning the content, likely results, fitness, quality, accuracy or reliability of the Course and/or the use of the Course materials or otherwise relating to such materials or on any sites linked within the Course or the Course materials. You agree that your enrollment in and use of the Course is at your sole risk. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
We cannot guarantee continuous availability of the Course, availability at a particular time, integrity of data, information or content stored or transmitted via the Internet. We will not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of data, information or content transmitted, received or stored pursuant to your enrolment in and/or use of the Course.

In no event shall We or our subsidiaries or affiliates (and each of their respective employees, agents, directors, officers subcontractors, representatives or suppliers) be liable for any damages (including, without limitation, direct, indirect, incidental, special, liquidated, punitive or consequential damages, including damages for loss of data or profit, or due to business interruption) arising from the use or inability to use the Course or the Course materials even if We, or an authorized representative of Us, have been notified of the possibility of such damage. You further agree that We and our subsidiaries or affiliates (and each of their respective employees, agents, directors, officers subcontractors, representatives or suppliers) shall not be liable to you for any damages of any kind arising from Provider’s use or misuse of your personal information. You agree that for any liability related to the Course for which We might, by a court having jurisdiction, be found to be liable for, We shall not be liable or responsible for any amount of damages above the aggregate dollar amount paid by you in respect of your enrollment in the Course or $500.00, whichever is less.

5. Revisions and Errata

The Course materials could include technical, typographical, or photographic errors. We do not warrant that any of the Course materials are accurate, complete or current. We may make changes to the materials contained on its Course at any time without notice. We do not, however, make any commitment to update the Course materials unless and until requested or required by Provider.

6. Links

We have not reviewed all of the websites to which there may be links in the Course materials and We are not responsible for the contents of any such linked website. The inclusion of any link within the Course or the Course materials does not imply endorsement of such website by Us or Provider. Use of any such linked website is at your own discretion and risk.

7. Refund Policy

TEFL, Teacher Certification Program and other Professional Development Courses: These Courses are provided as an “all-in-one” software package, which means that once enrolment fees are paid, admission is final and refunds are not available. Whereas there is no penalty for failing to complete the Course once enrolled, if you do not to complete the Course, you will not be eligible for a refund of any enrolment or other fees paid.

8. Course Expiry

TEFL, Teacher Certification Program and Professional Development Courses: In order to receive Provider’s certificate of completion you are required to successfully complete all aspects of the Course (including the final assessment) within the respective Course deadline (hereafter “Duration of Access”) of receiving your course login details from Us. If you fail to complete the course within the given Duration of Access, you will not be awarded a certificate of completion and, in accordance with paragraph 7, will not be eligible for a refund.The Course deadlines are as follows:

i.  TEFL, Digital Learning in the K-8 Classroom, Digital Literacy: 365 days from the date of enrollment

ii.  Culturally Responsive Teaching: 90 days from the date of enrollment

9. Terms of Use Modifications

We may revise these terms and conditions of use at any time without notice. By using this website, you are agreeing to be bound by any updated version of these Terms and Conditions.

10. Indemnity

You agree to indemnify, defend and hold harmless Us and our subsidiaries and affiliates and each of their respective officers, directors, employees, shareholders, representatives and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable legal fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to your use of the Course, (ii) any violation by you of these Terms and Conditions.

11. Governing Law

These Terms and Conditions shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. You hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of such province. These Terms & Conditions and the transactions contemplated herein are not and never will be subject to the United Nations Convention on the Uniform Sale of goods or the Uniform Computer Information Transactions Act (prepared by the National Conference of Commissioner on Uniform State Laws) as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction.

12. Severability

These Terms & Conditions state the entire agreement between you and Us. If any term or condition herein shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining terms shall not in any way be affected or impaired thereby. You agree with Us that it is our mutual intent that these Terms & Conditions, including without limitation any limitation of liability herein, be enforced as written, but otherwise to the maximum extent allowable by law.

JOB POSTING SERVICES

TERMS & CONDITIONS OF USE (rev. 11/2016)

The following Terms and Conditions of Use are applicable to your use of the job posting services (the “Services”;) offered by Teach Away Inc. (“Teach Away”;) and form a contract between you and Teach Away. These Terms and Conditions of Use apply to all employers, organizations, institutions, companies or other entities, contractors, job seekers, employees and any other people who visit this website and/or make use of the Services (“Users”). By accessing or using the Services, you agree that you have read, understood and agree to be bound by these Terms and Conditions of Use, which also incorporate Teach Away’s Privacy Policy by this reference.

These Terms and Conditions of Use will remain in full force and effect whenever and for so long as you use the Services; provided, however, that Teach Away reserves the right to amend these Terms and Conditions of Use from time to time and may do so by posting an updated version to this web page. You should visit this page periodically to review the most current Terms and Conditions of Use because they are binding on you. Your continued use of the Services will constitute your acceptance of these Terms and Conditions of Use and any such changes. If you do not agree to any of these Terms and Conditions of Use, including as may be amended from time to time, you should not use or otherwise access the Services. Except as otherwise expressly agreed by Teach Away in writing, these Terms and Conditions are the only terms governing the provision the Services by Teach Away.

1. Services

1.1 You may only use the Services if you are at least eighteen (18) years of age and can form a binding contract with Teach Away. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of these Terms and Conditions of Use. The Services and its features may be used only by individuals seeking employment and/or employers seeking employees. The Services are not available to any Users previously prohibited from the Services by Teach Away, unless we provide such Users with specific written authorization to re-use the Services. If you use the Services on behalf of a company, organization, institution or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of such entity with the authority to bind the entity to these Terms and Conditions of Use, and that you agree to these Terms and Conditions of Use on the entity’s behalf. You acknowledge and agree that you are not a competitor of Teach Away and that you will not use the Services for reasons that are in competition with Teach Away or otherwise to replicate some or all of the Services for any reason.

1.2 The Client expressly acknowledges that any Services provided by Teach Away to Users who are employers, organizations, institutions, companies or other entities are provided on a non-exclusive basis, and that Teach Away may provide services which are similar or identical to the Services to other parties, including, but not limited to competitors of User and/or other entities operating in the same or similar industry(ies) and/or jurisdiction(s) as a User.

1.3 By using the Services, you acknowledge and agree that Teach Away does not have control over the quality, timing, or legality of the information uploaded or requested by Users. In addition, you acknowledge and agree that Teach Away does not have control over the integrity, responsibility or actions of employees, job seekers, prospective employees or prospective employers

1.4 In order to use the Services, you must create an account with Teach Away (an “Account”). When creating an Account or uploading information through your Account, you represent and warrant that all information provided will be complete and accurate. Users are solely responsible for the activity that occurs on its Account. You are responsible for maintaining the confidentiality of your Account and password, as applicable. You may not share your password or other Account access information with any other party, temporarily or permanently, and you shall be responsible for all uses of your Account, whether or not authorized. You must notify Teach Away immediately of any breach of security or unauthorized use of your Account; provided, however, that Teach Away will not be liable for any losses caused by any unauthorized use of an Account.

2. Rules Governing Use of Services

2.1 All Users agree not to engage in any of the following activities pursuant to its use of the Services, all of which are prohibited by Teach Away:

(a) transmit, post, distribute, store or destroy material in violation of any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information, or in breach of Teach Away’s Privacy Policy;

(b) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of any website operated by Teach Away;

(c) use any data mining, robots or similar data gathering or extraction methods;

(d) violate or attempt to violate the security of any Teach Away website including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(e) forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;

(f) reverse engineer or decompile any parts of any Teach Away website;

(g) aggregate, copy or duplicate in any manner any of the information available from any Teach Away website, including expired job postings;

(h) post any content or material that promotes or endorses false or misleading information or illegal activities, or endorses or provides instructional information about illegal activities or other activities prohibited by these Terms and Conditions of Use, such as making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating media;

(i) access data not intended for User or logging into a server or account which User is not authorized to access;

(j) post or submit any incomplete, false or inaccurate information or information which does not belong to User;

(k) post content that contains restricted or password-only access pages, or hidden pages or images;

(l) delete or alter any material posted by any other person or entity;

(m) harass, incite harassment or advocate harassment of any group, company, or individual;

(n) attempt to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to any Teach Away website or through the use of the Services, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; or

(o) promote or endorse an illegal or unauthorized copy of another person’s copyrighted work.

3. Additional Terms Governing Employer Use of services

3.1 In addition to refraining from the activities set forth in Section 2, with respect to its posting of jobs using the Services, all employers agree to the following additional terms and conditions, and Teach Away reserves the right to delete or otherwise remove any job posting or User content which does not comply herewith or is otherwise not in the best interests of Teach Away:

(a) Employers are solely responsible for the job postings they list using the Services. Teach Away should not be construed, considered or deemed to be an employer in respect of your posting of available jobs using the Services and Teach Away will not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs pursuant to its use of the Services.

(b) Employers agree that no job posting may contain any of the following:

(i) hyperlinks, unless specifically agreed to or authorized by Teach Away;
(ii) names, logos, trademarks or other references to other parties that are unrelated to or unaffiliated with the job posting and/or the employer, including companies, organizations, educational institutions, cities or other municipalities, states, provinces and countries; (iii) more than one job or job description, more than one location, or more than one job category, unless specifically agreed to or authorized by Teach Away;
(iv) inaccurate, false or misleading information of any kind; or
(v) material or links to material that exploit people in any manner (including sexually, violently or with respect to the provision of labour) or solicits information from individuals under the age of 18;
(c) Employers also agree that the Services shall not be used:

(i) to post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property;
(ii) to post jobs that require citizenship of any particular country or lawful permanent residence in a country as a condition of employment, unless otherwise required in order to comply with applicable law, regulations, executive order, or federal, provincial, state or local government contracts;
(iii) to post jobs that include any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job;
(iv) to post jobs or other advertisements for competitors of Teach Away or post jobs or other content that contains links to any site competitive with Teach Away;
(v) to sell, promote or advertise products or services;
(vi) to endorse or promote a particular religion, political party, political agenda, political position or issue; or
(vii) for any unlawful purpose or any illegal activity, or post or submit any content or job posting that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined in the discretion of Teach Away.
(d) Employers further agree, in respect of the hiring of individuals in respect of any job posting made pursuant to its use of the Services, to:

(i) provide a safe working environment for all hired employees in accordance with the laws of the User’s jurisdiction;
(ii) ensure that hired employees have the resources necessary to carry out the duties required of their employment, including but not limited to the provision of adequate support (including, but not limited to, assistance with establishing bank accounts) and the provision of such other services and support that may reasonably be required by employees in the fulfillment of their obligations to the User;
(iii) if housing is provided for pursuant to any contract entered into between User and an employee, User shall provide or arrange safe and adequate accommodations and the necessary amenities to the employee;
(iv) provide all hired employees, at the User’s expense, with legal work permits or visas, as required;
(v) register all hired employees with the local immigration office, trade bureau or employment office, as may be applicable and/or required by local or applicable law, in a timely manner and at the User’s expense;
(vi) comply with all applicable and local laws, including employment standards and labour relations laws (including, where applicable, contributions to public pension funds, health care contributions, paid vacation days, paid sick days and income and other applicable taxes), human rights, tax and health and safety legislation;
(vii) provide or make available or cause to be provided or made available to Teach Away all information, documents, materials and other information, which are reasonably required by Teach Away in order to assess the User, the positions posted using the Services and to otherwise provide the Services, including, but not limited to: lists and descriptions of positions, details regarding working conditions, copies of any contract that prospective employees will be required to enter with User and a job description and full contact information for the individual(s) acting on behalf of User in interviewing and hiring prospective employees; and
(viii) promptly notify Teach Away in writing of any material changes, actual, contemplated or threatened, in the positions posted, the requirements of employees and with respect to the working conditions, and any other matter which may reasonably affect a prospective employee, whether or not yet hired by User.

4. User Content

4.1 By making any content (including job postings) available through your use of the Services, you hereby grant the following license to Teach Away, which Teach Away may exercise solely in connection with its provision of the Services, directly or directly: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such content. Teach Away does not claim any ownership rights in any User’s content and nothing in these Terms and Conditions of Use will be deemed to restrict any rights that you may have to use and exploit any of your own content.

4.2 You acknowledge and agree that you are solely responsible for all content that you make available pursuant to your use of the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of all content that you make available pursuant to your use of the services or you have all rights, licenses, consents and releases that are necessary to grant to Teach Away and to the rights in such content, as contemplated under these Terms and Conditions of Use; and (ii) neither your content nor your posting, uploading, publication, submission or transmittal of such content, through or by means of the Services or otherwise will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation and you agree to indemnify and hold Teach Away harmless for any such claims of third parties.

5.Paid Services

5.1 The Services may be provided to you for a fee or other charge as may be set forth in any sales order in respect of such aspects between you and Teach Away. Where you commit to use such paid features of the Services, you agree to the pricing and payment terms for the applicable Service, as we may update them from time to time.

6. Links

6.1 You acknowledge and agree that the Teach Away website used to provide the Services may contain links to third-party websites or resources. You acknowledge and agree that Teach Away is not responsible or liable for: (i) the availability or accuracy of such websites or resources to Users or otherwise; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Teach Away of such websites or resources or the content, products, or services available from such websites or resources.

7. Personal Information

7.1 Users acknowledge and agree that Teach Away may receive personal information relating to individual job candidates (“Personal Information”) pursuant to its offering of the Services and that Teach Away has a duty to maintain the confidentiality of such information and to use it only for specific and limited purposes, including pursuant to the Personal Information Protection and Electronic Documents Act (Ontario), the Teach Away Privacy Policy and, where applicable, the EU General Data Protection Regulation (GDPR). Accordingly, employer Users agree to hold all Personal Information that it may receive from individual job candidates secure and will comply with all applicable laws and regulations relating to the protection and privacy of the Personal Information and Users will not use or disclose any Personal Information to any third party whatsoever other than to carry out the Users obligations or as otherwise permitted by applicable law.

8. Relationship of the Parties

8.1 Teach Away performs the Services as an independent contractor and nothing shall constitute or be deemed to create a partnership, joint venture or principal and agent relationship between Teach Away and a User and neither Users nor Teach Away will have any authority to bind the other. These Terms and Conditions of Use will not impose upon either party any obligations for any losses, debts or other obligations incurred by the other party except as may be expressly set forth herein.

9. Disclaimers, Limitation of Liability and Indemnity

9.1 You acknowledge and agree that Teach Away does not screen or censor job postings posted by employers pursuant to their use of the Services and that, unless otherwise agreed to between a User and Teach Away by a separate Agreement for recruitment services, Teach Away is not involved in, and does not control any interaction between employers and individual job candidates. Teach Away is not responsible for any content posted by Users, the quality, safety or legality of the jobs posted, the truth or accuracy of job postings, the ability of employers to offer job opportunities to individual candidates or the ability of individual candidates to fill job openings and Teach Away makes no representations or warranties in respect of any job or content posted by any User pursuant to its use of the Services. Teach Away reserves the right in its sole discretion to remove content posted by Users, including job postings, from time to time, however, Teach Away does not assume any obligation to do so and to the extent permitted by applicable law, Teach Away disclaims any liability for failing to take any such action.

9.2 To the fullest extent permitted by applicable law, Teach Away does not warrant that any Teach Away site or the Services will operate error-free or that any Teach Away site or servers are free of computer viruses or other harmful mechanisms. If your use of any Teach Away site or the Services results in the need for servicing or replacing equipment or data or any other costs, Teach Away is not responsible for those costs. All Teach Away sites and, more specifically, the Services, are provided on an “as is” basis without any warranties of any kind. Teach Away, to the fullest extent permitted by applicable law, disclaims all warranties, express or implied, including the warranties of merchantability, fitness for particular purpose and non-infringement. Teach Away makes no warranties about the accuracy, reliability, completeness, or timeliness of its sites, the Services, or the content thereof, including software, text, graphics, and links.

9.3 You acknowledge and agree that: (a) Teach Away does not operate or control the internet and that (i) viruses, worms, trojan horses, and other undesirable data or software, or (ii) unauthorized users (e.g., hackers) may attempt to obtain access to and damage your data, websites, computers, or networks or those of the users; (b) Teach Away will not be responsible for any of the foregoing activities; (c) you are solely responsible for the security and integrity of your data and systems; and (d) no advice or information, whether oral or written, obtained from Teach Away or through its provision of the Services will create any warranty not expressly made herein.

9.4 Teach Away cannot and does not confirm that each User is who they claim to be and because we do not and cannot be involved in User-to-User dealings or control the behavior of Users, in the event that you have a dispute with one or more Users, to the fullest extent permitted by applicable law, you release Teach Away and its affiliates and their respective directors, officers, agents and employees from all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9.5 To the fullest extent permitted by applicable law, in no event shall Teach Away, its officers, directors, agents, contractors or any third parties mentioned on any Teach Away site or pursuant to the provision of the Services be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity or business interruption) resulting from the use or inability to use any Teach Away site and/or the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not Teach Away is advised of the possibility of such damages.

9.6 To the fullest extent permitted by applicable law, the maximum liability of Teach Away arising out of or in connection with any Teach Away site or your use of the Services, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed $100.

9.7 Each User who is an employer acknowledges and agrees that Teach Away is not responsible in law or otherwise for any individual job candidate or for any of the conduct, actions or failure to act of any job candidate, and Teach Away shall in no way be responsible for any claim by a User relating to or arising from the employment, conduct, actions or failure to act of any individual, including if such circumstances relate to the mental stability, suitability, character, experience, education background, criminal background, employment history, work status, qualifications, personal circumstances or personality traits of such individual.

9.8 You agree to defend, indemnify, and hold harmless Teach Away, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from: (i) any content or other material you post pursuant to your use of the Services (including job postings); (ii) your use of the Services; or (iii) your breach of these Terms and Conditions of Use.

10. Dispute Resolution

10.1 If any dispute arises between the parties relating to the construction or application of the Agreement or the rights, duties or obligations of either party to the Agreement (a “Dispute”), the Parties shall act in good faith an effort to resolve the Dispute. To this end, they shall consult and negotiate with each other, in good faith and understanding of their mutual interests, to reach a just and equitable solution satisfactory to the parties

10.2 Whether or not consultation or negotiation contemplated by Section 10.1 has taken place, prior to the initiation of arbitration in respect of a Dispute pursuant to Section 10.3, the initiating party shall give written notice to the other party that it wishes to have a Dispute resolved. Such initial notice must generally describe the nature of the Dispute in sufficient detail to identify the issues and conflicting positions. Within fifteen (15) business days of giving such initial notice, a senior level employee designated by Teach Away with authority to settle the Dispute shall meet (which meeting may be held by teleconference or other electronic means) with a senior level employee designated by the Client with authority to settle the Dispute, and such persons shall act in good faith and endeavour to reach a mutually satisfactory resolution to the Dispute, and, if resolved, the such resolution shall be put in writing and shall be binding on the parties upon the execution of such written resolution.

10.3 If a Dispute is not resolved by the procedures in forth in Sections 10.1 and 10.2, then either party may initiate private arbitration proceedings. Such arbitration will be conducted by a single arbitrator who will be appointed by agreement between the parties or, if the parties cannot agree on an arbitrator within thirty (30) days, such arbitrator will be appointed by a judge of the Superior Court of Justice of Ontario, upon the application of either party to such court and such judge may act as such arbitrator, if he or she so desires. Unless otherwise agreed to by the parties, the arbitration shall be held in the City of Toronto, Ontario, Canada. The procedure to be followed shall be agreed to by the parties or, if no such agreement is reached, determined by the arbitrator. Any arbitration must proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The decision arrived at by the arbitrator will be final and binding on the parties and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

11. Notice

11.1 Any notice or other document required or permitted to be given hereunder to any of the Parties must be in writing mailed by registered mail, courier or transmitted by fax or by email to the parties at their respective addresses first set forth in the Agreement, or at such other address as the party to whom such notice is to be given may have designated. Any notice which is mailed will be deemed to have been given on the fifth (5th) business day following the date of the mailing, or if delivered or transmitted by courier, fax or email, on the date of actual delivery or transmission (or if such a day is not a business day, on the next business day).

12. Assignment

12.1 You may not assign or transfer these Terms and Conditions of Use, by operation of law or otherwise, without the prior written consent of Teach Away, which consent may be delayed or withheld by Teach Away in its sole discretion. Any attempt by you to assign or transfer these Terms and Conditions of Use, without such consent, will be null and of no effect. Teach Away may assign or transfer these Terms and Conditions of Use, in its sole discretion, without restriction.

13. Termination

13.1 Teach Away reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of your content from any Teach Away website and immediate termination of your Account or your ability to access the Services, upon any breach by you of these Terms and Conditions of Use or if Teach Away is unable to verify or authenticate any information you submit to Teach Away or who engage in the unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works of third parties or who otherwise infringe upon the intellectual property rights of any third parties.

14. Termination

14.1 Continuing Obligations. Notwithstanding the termination of a User’s Account for its violation of these Terms and Conditions or Use or otherwise, such action shall not relieve the parties of any obligations that, by their nature, survive such termination, including any claims pertaining to warranties, indemnities, and obligations with respect to confidential information or Personal Information

14.2 Controlling Law and Jurisdiction. These Terms and Conditions of Use and any action related thereto will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflicts of law provisions. The exclusive jurisdiction and venue of any action, including those to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the provincial courts of Ontario located in the city of Toronto, Ontario, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

14.3 Copyright and Trademarks. All trademarks, service marks, logos, trade names and any other proprietary designations of Teach Away used in respect of its websites or the provision of the Services are trademarks or registered trademarks of Teach Away and may not be used or reproduced by any User without the express written consent of Teach Away. Any other trademarks, service marks, logos, trade names and any other proprietary designations used in respect of its websites or the provision of the Services are the trademarks or registered trademarks of their respective parties.

14.4 Other. The failure of Teach Away to enforce any right or provision of these Terms and Conditions of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Teach Away. Except as expressly set forth in these Terms and Conditions of Use, the exercise by either party of any of its remedies under these Terms and Conditions of Use will be without prejudice to its other remedies under these Terms and Conditions of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms and Conditions of Use will remain in full force and effect. These Terms and Conditions of Use shall be binding on the parties hereto, their respective legal representatives, successors and permitted assigns.