1. Introduction

    Nelson Education Ltd. (referred to as “us,” “we,” “our,” “NelsonBrain,” “Nelson School Central” or “Nelson Education”) provides the Weinspirefutures.com web site (the “Site”) and various related products and services (collectively, the “Service”) subject to your compliance with all the terms, conditions, and notices contained or referenced in these Terms of Use and Service (“Terms of Use”) including Nelson Education’s Privacy Policy. In addition, when using certain features of the Site or the Service, you shall be subject to any posted guidelines or rules applicable to such features that may contain terms and conditions in addition to these Terms of Use. All such guidelines or rules are hereby incorporated by reference into and made a part of these Terms of Use.

    The Site may be used only by persons resident in Canada who have reached the age of majority or legal age in their jurisdiction and who can form legally binding contracts under applicable law. The Site may not be used by persons in jurisdictions where access to or use of the Site or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Site is lawful, and you must comply with all applicable laws.

    If you are entering into these Terms of Use on your own behalf, you hereby represent and warrant that you have reached the age of majority in your jurisdiction, you reside in Canada, and otherwise have the legal capacity to enter into the Terms of Use. If you have not reached the age of majority in your jurisdiction, your parent or guardian represents and warrants that he or she agrees to these Terms of Use on your behalf.

    As used in these Terms of Use, “you” and “your” refer to the user of the Site and/or those named in the online submission form completed by or on behalf of you in connection with your submission (“submissions” or “content,”) and references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, licensors, service providers, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or the Service.

    YOUR USE OF THIS SITE AND/OR BY CHECKING THE “I AGREE TO THE TERMS & CONDITIONS” BOX (OR LOGICAL EQUIVALENT) CONTAINED IN AN ONLINE SUBMISSION FORM OR OTHERWISE DISPLAYED AS PART OF THE SUBMISSION PROCESS, OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS, INCLUDING ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE IN THESE TERMS OF USE, AS IF YOU HAD SIGNED THESE TERMS OF USE. IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, INCLUDING BUT NOT LIMITED TO YOUR EMPLOYER, YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU ARE DULY AUTHORIZED TO BIND SUCH ENTITY TO THESE TERMS OF USE.

    IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS OF USE, YOU MUST NOT USE THIS SITE AND YOU MUST NOT CHECK THE “I AGREE TO THE TERMS & CONDITIONS” BOX.

    You expressly consent to these Terms of Use being formed electronically without the need for a signature by either you or us. You agree that a printed version of these Terms of Use and of any notice given by us in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records generated and maintained in printed form by us.

  2. Permitted Use of the Site

    Subject to these Terms of Use, Nelson Education hereby grants you the right to access the Site for your personal, non-commercial use. The Site may not be used for any purpose not expressly permitted by these Terms of Use. In particular, except as expressly stated otherwise in these Terms of Use, the Site may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, or distributed in any way, in whole or in part, without the express prior written consent of Nelson Education. You may not use any of the software that is used in the operation of the Site except in the course of using the Site. You may not reproduce, copy, duplicate, sell, or resell any part of the Site or its content (including the software used in the operation of the Site) or access to the Site.

  3. Ownership

    The Site and all information (in text, graphical, video and audio forms), images, icons, software, design, applications and other elements available on or through the Site are the property of Nelson Education, its Affiliates and others, and are protected by Canadian and international copyright, trade-mark, and other laws. Your use of the Site does not transfer to you or any other person any ownership or other rights in the Site or its content. You may only use the Site in the manner described specifically in these Terms of Use.

  4. Trade-Mark Information

    NELSON, NELSON EDUCATION and various logos, designs and slogans are trade-marks and trade names owned by Nelson Education. Other product and company names and logos appearing on the Site may be registered or unregistered trade-names, trade-marks and service-marks of their respective owners. Any use of the trade-names, trade-marks, service-marks and logos (collectively “Marks”) displayed on the Site, except as expressly provided in these Terms of Use, is strictly prohibited. Nothing appearing on the Site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks displayed on the Site.

  5. Other Sites

    The Site may include links to other websites or resources and businesses operated by other persons (���Other Sites”). Other Sites are independent from Nelson Education, and Nelson Education has no responsibility or liability for or control over Other Sites, their businesses, goods, services, or content. Links to Other Sites are provided solely for your convenience. Nelson Education does not sponsor or endorse any Other Sites or their content or the services available through those other Sites. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you shall not make any claim against Nelson Education arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. As between you and Nelson Education, the provisions of these Terms of Use under the sections headed Disclaimer of Warranties and Liability, Indemnification, and Release apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services, and content.

  6. Linking and Framing the Site

    Links to the Site without the express written permission of Nelson Education are strictly prohibited. To request permission to link to the Site, please contact Customer Service at 416-752-9448 or 1-800-268-2222. Nelson Education reserves the right to cancel and revoke any permission it may give to link to the Site at any time, for any reason, without any notice, and without any liability to you or any other person. The framing of the Site or any of its content in any form and by any method is strictly prohibited.

  7. No Unlawful or Prohibited Use

    As a condition of your use of the Site and Service, you warrant to Nelson Education that you will not use the Site or Service for any purpose that is unlawful or prohibited by these Terms of Use. You agree not to use the Site or the Service in any manner that is unlawful or could damage, disable, overburden, or impair the Site or Service. You may not obtain or attempt to obtain any materials or information through unlawful means.

  8. User Conduct

    The site may contain discussion forums, bulletin boards, surveys, polls, review services or other forums in which you or third parties may post content, messages, materials, or other items on the site (“Interactive Areas”). If Nelson Education provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree to the following rules of conduct and that any content that you upload, post, share or otherwise transmit:

    (a) shall not restrict or inhibit any other user from using or the Site or the Service;
    (b) shall not be unlawful, harmful, threatening, abusive, inflammatory, harassing, tortious, defamatory, fraudulent, vulgar, obscene, libelous, invasive of another’s privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
    (c) shall not encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any laws;
    (d) shall not post comments or content that contain personal attacks against private individuals and groups;
    (e) shall not post comments or content that are off-topic and irrelevant to the post;
    (f) shall not use offensive and inappropriate language and tone on the Site, including abbreviated or masked swearing;
    (g) shall not be obscene or contain child or other pornography;
    (h) shall not violate any law, statute, ordinance, or regulation;
    (i) shall not contain advertising, promotional materials, “spam” or any solicitation with respect to products or services;
    (j) shall not infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
    (k) shall not be content that you do not have a right to transmit under any law or under contractual or fiduciary relationship;
    (l) shall not contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and
    (m) shall not interfere with or disrupt the Site or the Service or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.

  9. Note to Children

    Although parts of the Site provide information and activities for or relating to students, we do not knowingly accept any Personal Information (as defined in our Privacy Policy) from or about children. Teachers and parents must provide their own information (Personal Information, or otherwise) in order for students to participate in our services or products. Before providing any information about yourself or any individual, please read our Privacy Policy that can be accessed here and is incorporated herein.

    Nelson Education Ltd. encourages parents and teachers to spend time with children and to monitor their online activities. Please protect your child’s privacy by instructing them to never provide Personal Information on this Site or any other, or within any software registration process, without your permission.

  10. Description of Service

    You are solely responsible for providing, at your own expense, all equipment necessary to use the Site and the Service, including a computer, modem and your own internet access (including payment of Internet Service Provider fees associated with such access).

    We reserve the right to change these Terms of Use from time to time, and we will provide you with notice of any such changes on the Site as well as outlining any such changes. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Use periodically and to be aware of any such changes. Your continued use of the Site or the Service after such changes will constitute your acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use. We will provide notice of such changes by posting a notice of the changes (which may include posting a new Terms of Use) on the Site, which changes shall be effective immediately upon such posting. We may, at our discretion, supplement notices of any of the above changes by any of the means set forth in the “Notices” section below. However, you may not change, supplement, or amend these Terms of Use in any manner.

    We reserve the sole right to either modify or discontinue the Service, including any features therein, at any time with or without notice to you; provided, however, that we will provide notice (in the manner specified above for changes to these Terms of Use) of substantial changes to the Service, and outline any such changes made. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure or the addition of new Service offerings. Any new features that augment or enhance the then-current version of the Service and/or the Service shall also be subject to these Terms of Use.

    Your online request for Services delivered under the Site constitutes your request to engage Nelson Education to supply those Services. Your request for Services shall be deemed to be accepted only if and when Nelson Education actually carries out your instructions. If you wish to cancel your request for Services, you may request a cancellation by sending an email to nelson.inquire@nelson.com or calling Nelson Customer Service at 1-800-268-2222. However, Nelson Education may not receive and process your cancellation request before it accepts and processes your request for services, in which case your cancellation request may not be effective.

  11. Your Use of the Site and the Service

    if you do send Submissions or Content to Nelson Education or the Site you automatically grant (or warrant that the owner of the Submissions grants) to Nelson Education and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Nelson Education or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of Nelson Education and its assigns.  

  12. No Advice of Solicitation

    The content of the Site does not constitute advice or recommendations. You should seek third party professional advice and recommendations before acting or omitting to act based upon any information provided on or through the Site.

  13. Disclaimer of Warranties and Liability

    THE SITE, THE SERVICE AND THE SERVICE OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SITE, THE SERVICE AND THE SERVICE OFFERINGS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT (A) THAT THE SITE, THE SERVICE OR THE SERVICE OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION OF THE SITE, THE SERVICE OR THE SERVICE OFFERINGS OR THAT WE WILL FIND OR CORRECT ALL DEFECTS OR (C) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE SERVICE OR THE SERVICE OFFERING WILL BE EFFECTIVE, ACCURATE OR RELIABLE. YOU (AND NOT NELSON EDUCATION OR ITS AFFILIATES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO ANY COMPUTER OR OTHER EQUIPMENT ARISING FROM, CONNECTED WITH, OR RELATING TO YOUR USE OF THE SITE.

    REGARDLESS OF THE BASIS ON WHICH YOU ARE ENTITLED TO CLAIM DAMAGES FROM US (INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, MISREPRESENTATION OR OTHER CONTRACT OR TORT CLAIM), WE ARE LIABLE ONLY FOR THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES, WHICH AMOUNT SHALL BE LIMITED IN THE AGGREGATE TO $100. THIS LIMIT ALSO APPLIES TO OUR AFFILIATES, AND IS THE MAXIMUM FOR WHICH WE AND OUR AFFILIATES ARE COLLECTIVELY RESPONSIBLE. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR (I) ANY THIRD-PARTY CLAIMS AGAINST YOU FOR LOSSES OR DAMAGES, (II) ANY LOSS OF OR DAMAGE TO ANY RECORDS OR DATA OR (III) SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF THEY ARE INFORMED OF THEIR POSSIBILITY. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  14. Indemnification

    You agree to defend, indemnify and hold Nelson Education and its Affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use or misuse of the Site, the Service and/or the Service Offerings, including your violation or breach of any term, condition, representation or warranty of these Terms of Use. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

    Advice and information provided by Nelson Education or its representatives, whether oral or written, will not create any representation, warranty or condition or vary or amend these Terms of Use, including the above disclaimer of warranties and liability, release and indemnification provisions, and you may not rely upon such advice or information.

  15. Content Posted

    Nelson Education does not and cannot review, screen, edit or monitor all content created by users accessing the site or posted to the Interactive Areas and is not in any manner responsible for this content. However, Nelson Education retains the right to monitor all content posted to the Site and shall have the right, in our sole discretion, to refuse or to remove, screen or edit without notice, any content that violates these Terms of Use is otherwise objectionable, or for any reason whatsoever.

    Nelson Education may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Nelson Education, its users and the public.

    Anytime you upload to, distribute, or publish content through the Site (including, without limitation, blog entries and commentaries), you grant us the royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to edit, use, reproduce, modify, adapt, translate, copy, remove, distribute, create derivative works from, publicly display and publish such content in any form and medium, whether electronically or in hard copy and whether alone or as part of a collective work. You shall retain, however, whatever other rights you have in pre-owned elements of such content. You acknowledge and agree that submissions are non-confidential.

    Anytime you upload to, distribute, or publish original compositions and other original documents through the Site, such as but not restricted to essays, homework, and others, you are responsible for protecting their privacy to the extent you desire.

  16. Assignment and Severability

    These Terms of Use are personal to you and you may not assign your rights or obligations to anyone; any attempted assignment in violation of the foregoing shall be void. The provisions of these Terms of Use will ensure to the benefit of and be binding upon each of Nelson Education and its Affiliates and each of their respective successors and assigns and related persons and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. If any provision of these Terms of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

  17. Governing Laws

    These Terms of Use, your use of the Site, and all related matters are governed solely by the laws of the Ontario, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.

    Any dispute between Nelson Education and you or any other person arising from, connected with or relating to the Site, these Terms of Use or any related matters must be resolved before the Courts of Ontario sitting in the City of Toronto, Ontario, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter.

    Any claim or cause of action you may have arising from, connected with, or relating to your use of the Site, these Terms of Use, or any related matters must be commenced in a court of competent jurisdiction in the City of Toronto, Ontario, Canada within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.

  18. Waiver of Rights

    No waiver, express or implied, by either party of any breach of or default under these Terms of Use will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

  19. No Partnership

    You and Nelson Education are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms of Use or your use of the Site.

  20. Disclaimer of UN Committee

    We expressly exclude the UN Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time, as well as any provincial legislation in Canada enacting such convention.

  21. French Language

    The parties have expressly requested and required that these Terms of Use and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s�������������������y rapportent soient rédig����s en anglais. ���

  22. Software

    We or our suppliers may provide you with software to access or use with the licensed content (“Software”). Such Software will be subject to the terms of the license agreement that accompanies the Software or is included in the installation sequence for the Software.

  23. Cancellation or Termination

    You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site or the Service with or without notice and for any reason, including, without limitation, for lack of use or if we believe that you have breached or acted inconsistently with the letter or spirit of these Terms of Use. You may cancel or terminate your submission or use of the Service at any time. We may also terminate your license to all licensed content acquired from us in the event of any breach by you of the terms contained in these Terms of Use.

    Upon termination or suspension, regardless of the reasons therefore, your right to use the Service including the Service offerings available through the Service immediately ceases, and you acknowledge and agree that we may immediately deactivate your account and delete all related information and/or bar any further access to the Service or the licensed content. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Any terms of these Terms of Use that by their nature extend beyond the termination of these Terms of Use, including the Disclaimer of Warranties and Liability, Indemnification and General Terms provisions, as well as your liability for any unpaid charges, shall survive any termination and remain in effect until fulfilled.

  24. Notices

    You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Site or the Service. We may send you electronic notices to the e-mail address contained in your Submission form. In addition, we may broadcast notices or messages through the Site to inform you of changes to the Service, these Terms of Use or other matters of importance, and such broadcasts shall constitute notice to you.

    All notices to us shall be in writing and shall be made either via reputable overnight courier (for example, Federal Express), or registered or certified first class mail, return receipt requested. Notices to us must be sent to Nelson Education Ltd., 1120 Birchmount Road, Toronto, Ontario, Canada, M1K 5G4 Attention: Marlene Nyilassy, Vice President, Privacy.

    Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (2) five business days after the mailing date, if sent by registered or certified first class mail, return receipt requested; or (3) on the delivery date if transmitted by confirmed e-mail.

    Any rights not expressly granted by these Terms of Use are reserved to Nelson Education.

  25. These Terms of Use were last revised October 4, 2012.