I- TERMS AND CONDITIONS

The terms and conditions stated herein (collectively the “Agreement“) constitute a legal agreement between you and Didactic Tutoring Inc., a Canadian corporation (the “Company” or “We” or “Didactic Tutoring”). In order to use the Website or the Application (as defined below) you must agree to the terms and conditions that are set out below. You further acknowledge and agree that you have read and understand the Company’s Privacy Policy available at https://didactictutoring.com/index.php/t-and-cs/ (the “Privacy Policy”).  The Privacy Policy, which applies to your use of the Website and the Application, is hereby incorporated into this Agreement.

The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time.  Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Website or Application user interface, is sent to the email address associated with your account (if applicable) or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Please note that the last update was performed on January 1, 2021. If the modified terms are not acceptable, please do not access or use the Website or Application.

1-Defined Terms

“Application” means the mobile and web applications of the Company;

“Client” and “Student”: Client means a User using the Website or Application to purchase services; Client is the Student benefiting from Didactic Tutoring services or the parent or legal guardian of the Student in the case of a minor Student. “Student” is used instead of “Client” in some sections of this legal agreement when it is necessary to describe the educational mission of Didactic Tutoring.

“Didactic Tutoring Platform” means the Website, the Application and any payment processing system used by them;

“Content” means any content you share on the Website or the Application, including but not limited to text, information, links or curriculum vitaes or other data or materials to become Tutor with Didactic Tutoring or sign up for Didactic Tutoring services as a Client (or a Student), but excluding any Work Product (as defined below);

“Tutor” means any User offering tutoring services upon passing the selection process of Didactic Tutoring as described in Section 2;

“Offer of Service” means the offer presented by Didactic Tutoring to Client upon evaluation of the specific needs of Student and selection of Tutor;

 “Service Contract” means a contract for services between a Client and a Tutor;

“User” means a person who accesses the Website or the Application;

“Website” means www.didactictutoring.com; and

“Work Product” means the preparatory materials, tutoring service, and explanatory notes provided as text or a Portable Document Format (PDF) document and other media created by a Tutor while performing a Service Contract and exchanged privately between the Tutor and the Client.

2- Overview

Through the Website and the Application, Didactic Tutoring offers a platform allowing Clients to subscribe to online or in person tutoring services, on one hand, and qualified persons to apply and become Tutors, on the other.

Didactic Tutoring chooses the best matching Tutor for its Students upon evaluation of the specific needs of each one of its Students. On one hand, the evaluation process is based on the educational level and school performance of each Student as well as personal preferences of Students (e.g. available time slots). On the other hand, the selection process of a Tutor is based on the evaluation of the Tutor’s credentials through a competency-based and behavioural-based interview.

3- Representations and Warranties by User

By using the Website or Application for the purpose of signing any kind of document or making a payment of Didactic Tutoring services, you expressly represent and warrant that you are legally entitled to enter into this Agreement. If you reside in a jurisdiction which restricts the use of the Website or Application because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Website or Application. Without limiting the foregoing, the Website and Application is not available to persons under the age of 18. By using the Website or Application, you represent and warrant that you are at least 18 years old. By using the Website or Application, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. When using the Website or Application, you agree to comply with all applicable laws of the nation, the country, state, province and city in which you are present while using the Website or Application.

Minor Users above the age of 13 may consult the content of the Website or Application and register or request for general information by filling in online forms available on the Website or Application. Minor shall not use Website or Application to sign any kind of document or make any kind of payment for Didactic Tutoring services.

By using the Website or Application, you agree that:

• You will only use the Website and Application for lawful purposes.  You will not use the Website or Application for any illegal or immoral purposes, including but not limited to pornography, illegal surveillance, voyeurism, drug-related activities, gambling or prostitution, or any other purpose that is immoral or reasonably likely to reflect negatively on the Company.
• You will not use the Website or Application for sending or storing any unlawful material or for fraudulent purposes.
• You will not use the Website or Application to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious Content, including Content harmful to children or violative of third party privacy rights and Content that could be considered as sexual or psychological harassment or of a discriminatory nature.
• You will not impair the proper operation of the Website or Application.
• You will not try to harm the Website, the Application, another User, or the Company in any way whatsoever.
• You will not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Website or Application in any way, save as permitted herein; (ii) modify or make derivative works based upon the Website or Application; (iii) create Internet “links” to, or “frame” or “mirror” the Website or Application on any other server or wireless or Internet-based device; (iv) reverse engineer the Website or Application, or access the Website or Application in order to (a) build a competitive product or service, (b) build a product using similar ideas, features or functions as the Website or Application, or (c) copy any ideas, features or functions of the Website or Application, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Website or Application.
• You will not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Website or Application or the data contained therein; or (iv) attempt to gain or to permit others to gain unauthorized access to the Website or Application or its related systems or networks.
• You will respect the Website and Application and other Users when sharing Content on the Website or the Application. When submitting Content to or otherwise using the Website or Application, you agree not to post or transmit to or from the Website or Application: (i) any unlawful, hateful, racially or ethnically offensive, threatening, libelous, defamatory, obscene, pornographic, or other Content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any Content that infringes, misappropriates or violates any third party rights, including but not limited to copyright, trademark, patent right or other proprietary right of any third party; (ii) any falsehoods or misrepresentations that could damage us, our users or any third party; (iv) any private information concerning another person, such as their address, phone number, email address, and similar information without their permission; (v)  anything which impersonates another person or represents yourself as affiliated with us, our staff or other industry professionals; (vi) anything which solicits a user’s password or other account information; (vii) anything which harvests user names, addresses, or email addresses for any purpose; and (viii) any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems. The above list is an example only and is not intended to be complete or exclusive.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Content to the Website or the Application

If you believe that any Content infringes any copyright that you own or control, please advise the Company immediately at info@didactictutoring.com.

It is very important to note that the Website and Application are not moderated, and Content is not vetted.  Additionally, all Content on the Application or the Website is being provided “as-is, where-is”, without any representations or warranties whatsoever by the Company. Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that Company has no obligation to monitor your access to or use of the Website, the Application, the Service Contracts or the Content or to review or edit any Content, but has the right to do so for the purpose of operating the Website and the Application, to ensure your compliance with this Agreement and any Service Contract, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access by a User to the Website or the Application at the Company’s sole discretion, for any reason, including without limitation if Company considers a User to be in violation of this Agreement. We ask that you report any abuses to the Company at info@didactictutoring.com.

4- Applications to Complete a Service Contract

All information provided in a Tutor’s application to deliver tutoring services must be true, accurate and complete. Didactic Tutoring reserves the right (but has no obligation) to verify any and all information provided on a Tutor’s application. By applying to a mission of tutoring services, the  Tutor is attesting that he/she/it has the equipment, skills and ability to perform the requested Tutoring Services.

As explained in Section 2, the selection process of a Tutor is based on the evaluation of Tutor’s credentials through an initial screening followed by a competency-based and behavioural-based interview.

Didactic Tutoring is responsible for ensuring the video conferencing platform is properly set up with appropriate admin rights to allow Tutors and Students to connect with each other in secured virtual classrooms.  In case of in-person tutoring session, Didactic Tutoring is responsible for ensuring the physical address of Client is properly communicated to the Tutor.

Tutor is responsible for ensuring necessary technological tools (e.g. video conferencing platform, tablet) and educational materials (e.g. whiteboard, pen & papers sheets for explanatory notes) are available and properly set up  to complete  a Service Contract.

If Tutor cannot complete a Service Contract due to an absence, Tutor shall notify Didactic Tutoring at least 24 hours prior to the date of the tutoring session in question.

If Client cannot attend a tutoring session, Client shall notify his/her Didactic Tutoring at least 12 hours prior to the date of the tutoring session in question.

5- Billing and Payments

Obligation to Pay. Tutors agree that there is no guarantee of payment. Subject to the dispute resolution process contained in this Section, Clients may determine, acting reasonably, whether a Tutor has completed a Service Contract and whether to pay the  delivered tutoring services. Client shall make all payments relating to, or in any way connected with, a Service Contract  through the Didactic Tutoring Platform. Any action that encourages or solicits complete or partial payment outside of the Didactic Tutoring Platform is a violation of this Agreement. Should a Client be found in violation of this section of this Agreement, it will owe Didactic Tutoring  fees equal to the greater of a) $1,500; or b) the applicable fees had the payments been processed through the  Didactic Tutoring Platform plus 18%. Client shall immediately notify Didactic Tutoring  if a Tutor requests that Client makes a payment directly to Tutor or through any channels other than those provided or specified by Didactic Tutoring . Tutor shall not accept any payments relating to a Service Contract  from a Client directly or through any payment channels other than the Didactic Tutoring Platform. Tutor shall immediately notify Didactic Tutoring if a Client attempts to make a payment to Tutor directly or through any payment channels other than those provided or specified by Didactic Tutoring.

Didactic Tutoring’s Obligations. Each Tutor must properly discharge and credit its Client for all payments Didactic Tutoring receives from such Client. Each User understands and agrees that:

• The transmission of funds in the manner described herein is not a separate and discrete service that Didactic Tutoring provides in addition to its Didactic Tutoring Platform services. Rather, transmission of funds in an auditable manner is an integral part of the Didactic Tutoring Platform services that Didactic Tutoring is providing.
• Didactic Tutoring acts as agent of the Tutor and not as a trustee or fiduciary with respect to payments received through Didactic Tutoring. The duties of Didactic Tutoring as agent shall be entirely administrative and not discretionary, save as expressly set forth herein.
• Didactic Tutoring does not hold any funds in escrow pending payment. Didactic Tutoring verifies Clients’ credit card information [when they request Didactic Tutoring services] and then uses a third-party payment processor when Tutor completes the Contract Service to charge the Client’s card for the Tutor’s fee and Didactic Tutoring’s fee.
• In the event of any dispute regarding the amounts held by Didactic Tutoring, Didactic Tutoring shall have the right (in addition to all other rights it may have) to deposit all funds held pursuant to this Agreement into the courts of Quebec.
• Additionally, in the event that Client and Tutor cannot agree upon whether a Service Contract has been completed, and one of such parties advises Didactic Tutoring that there is a dispute in that regard, then Didactic Tutoring may determine if the Service Contract has been substantially completed and release the amounts it holds to either of Client and Tutor, as it deems appropriate, in its sole and absolute discretion, and without any liability of Didactic Tutoring to any party whatsoever. Client and Tutor do hereby irrevocably authorize Didactic Tutoring to determine whether the Service Contract has been completed, and to release payment to the Tutor as it so determines.

Failure to Pay Service Contract Amounts. If Client fails to pay amounts due under this Agreement or a Service Contract, whether by cancelling Client’s credit card, initiating an improper chargeback, or any other means, any work-in-progress will be stopped. Without limiting other available remedies, Client must reimburse Didactic Tutoring for amounts due to Tutor’s fees for a tutoring session, which would have occured before due date payment by Client, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, Tutor may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Didactic Tutoring reserves the right, in its sole discretion, to place a hold on funds for Client payments to clear or if Didactic Tutoring suspects monies may be subject to charge back or if fraud is suspected. Didactic Tutoring will release a hold as soon as deemed appropriate. In cases of fraud, abuse or violation of this Agreement, the Didactic Tutoring payment guarantee shall be revoked and all monies in a Didactic Tutoring account may be held and/or reclaimed, not just those from the Service Contract (s) under investigation.

Suspension/Cancellation of Accounts. Didactic Tutoring has the right, but not the obligation, to suspend or cancel your access to the Didactic Tutoring Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or a Service Contract or violated our rights or those of another party. Without limiting Didactic Tutoring’s other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Didactic Tutoring Platform to you if: (i) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Application or Website; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause legal liability for you, our Users or for Didactic Tutoring. Once suspended or terminated, you MAY NOT continue to use the Didactic Tutoring Platform under a different account or reregister under a new account. If you attempt to use the Didactic Tutoring Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment methods to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is cancelled, you may no longer have access to any parts of the Didactic Tutoring Platform, including data, messages, files and other material you keep on Didactic Tutoring.

6- Service Contract Terms Between Client And Tutors

Standard Terms. Upon signing the Company’s Offer of Service, the Client explicitly and implicitly agrees on the terms of the Service Contract provided by a designated Tutor; the latter is chosen by Didactic Tutoring following the Company’s selection process as described in Section 2. When a Client accepts the Company’s Offer of Service and hence the designated Tutor’s services, they automatically enter into a Service Contract that includes the terms and conditions provided in this Section 6.

Users agree that Didactic Tutoring is an express third party beneficiary under any Service Contract, but not a party to that agreement.

Tutor shall perform the services in a professional and workmanlike manner and shall deliver the agreed-upon Work Product. Client shall pay Tutor the agreed-upon fees for delivery of the Work Product. All amounts paid by Client shall be paid through the Didactic Tutoring Platform to Didactic Tutoring as the Tutor’s agent, and Client’s obligation of payment to Tutor is met when payment is made to Didactic Tutoring.

Termination. Once a Tutor is matched with a Student, there is no commitment to continue the tutoring sessions. If a weekly tutoring schedule is established, a session can be cancelled with no charge up to 12 hours before the session. The Client may terminate at any time but may not recover any payments made to the Tutor. The Tutor may terminate a Service Contract at any time if no payment has been made to Didactic Tutoring. If a payment has been made on a Service Contract to Didactic Tutoring, the Tutor may terminate oafter the payment has been refunded.

Copyrightable Work and Ownership of Work Product:

Any copyrightable works prepared by Tutor in connection with a Service Contract for a Client shall be owned by the Tutor until payment has been made by the Client. Copyrightable work owned by Tutor includes videos, which might be created by Tutor for tutoring purposes before a tutoring session. To the extent that under applicable law, proprietary rights in any Work Product cannot be assigned, Tutor hereby irrevocably agrees to grant, and hereby grants, to Client an exclusive (excluding also Tutor), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use Work Product for personal and non-commercial purposes only.

In order to ensure that Client will be able to acquire, perfect and use such proprietary rights, Tutor will transfer possession, ownership, and title to media containing Work Product to Client. The Tutor’s obligations under this Section 6 will continue even after  deregisters from or ceases use of the  Platform.

Client shall not record a tutoring session even if the recording is meant for personal and non-commercial purposes only.

Tutor shall not record a tutoring session unless otherwise granted permission by Didactic Tutoring. In such a case, Didactic Tutoring shall request Client the permission to record a tutoring session.

Use of Work Product. The Tutor will not have any license to use the Work Product for any reason except as required in order to fulfill its obligations to the Client. The Tutor shall not use the Work Product for any other reason, including for promotional purposes.

Records. The Tutor shall: (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, and (ii) provide copies of such records to Didactic Tutoring upon request. Didactic Tutoring, or Didactic Tutoring’s advisors or agents, shall have the right, but not the obligation, to routinely audit the Tutor’s tutoring sessions and records to confirm compliance. Nothing in this provision should be construed as providing Didactic Tutoring with the right or obligation to supervise or monitor the actual Services performed by the Tutor.

Entire Agreement. The terms and conditions set forth in this Section 6 and any additional or different terms expressly agreed by the Client and the Tutor shall constitute the entire agreement and understanding of the Client and the Tutor with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. Notwithstanding the foregoing, the Client and the Tutor shall always remain subject to the terms and conditions herein.

7- Restrictions and Copyright Policy

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors.

8- License granted by User

Notwithstanding any other provision herein, please be aware that by submitting Content to the Website or the Application, you grant the Company and all Users a non-exclusive, worldwide, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (and to allow others to) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Content throughout the world in any media, now known or hereafter devised, with or without the name you used to make such submission of the Content. You do further acknowledge and agree that your Content is not your confidential or proprietary information. We take no responsibility and assume no liability for any Content posted or submitted by you. We reserve the right in our absolute discretion to remove or alter any of the Content. In connection herewith, you hereby renounce and waive in favour of Company and all Users to any moral rights you have or might have, now or in the future, with respect to the Content. However, this provision does not apply to Work Product exchanged between an Tutor and a Client. If Didactic Tutoring wishes to use any Work Product for promotional purposes, the Client’s consent will be required.

If you do not agree to these terms and conditions, please do not post any Content to the Website or Application

9- Application License

Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on any mobile device or computer that you own or control and to run such copy of the Application solely for your own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application“), you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms and Conditions. Company reserves all rights in and to the Application not expressly granted to you under this Agreement.

10- Accessing and Downloading the Application from iTunes

The following applies to any App Store Sourced Application:

• You acknowledge and agree that (i) this Agreement is concluded between you and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the Apple App Store Terms and Conditions, which you are responsible to review from time to time.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
• You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
• Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

11- Copyright Policy

Company expects its Users to respect copyright law. It is Company’s policy, when it becomes aware, to terminate in appropriate circumstances Users or other account holders access who infringe or are believed to be infringing the rights of copyright holders.

12- Payment Terms

Any fees that the Company may charge you for the use of the Website or Application are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to the Website or Application either planned, accidental or intentional, or any reason whatsoever.

13- Intellectual Property Ownership

The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website and Application and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website and Application (collectively “Feedback”). You are not required to provide any Feedback to the Company.  To the extent you do provide any Feedback to the Company, you agree to assign and hereby do assign to the Company all right, title and interest in and to such Feedback, and you do hereby waive and renounce any moral rights you may have in the Feedback in favour of Company, and agree that the Company may freely utilize such Feedback without compensation to you. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Website or Application, or any intellectual property rights owned by the Company. The Company name, the Company logo, and the product names associated with the Website and Application are trademarks of the Company or third parties, and no right or license is granted to use them.

14- Third Party Interactions

During use of the Website or Application, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Website or Application. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction, services or promotion between you and any such third party. The Company does not endorse any sites on the Internet that are linked through the Website or Application, and in no event shall the Company or its licensors be responsible for any Content, products, services or other materials on or available from such sites or third party providers. The Company provides the Website and Application to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.

The Company may rely on third party advertising and marketing supplied through the Website or Application and other mechanisms to subsidize the Website or Application. By agreeing to these terms and conditions, you agree to receive such advertising and marketing. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Website or Application.

15- Indemnification

By entering into this Agreement and using the Website or Application, you agree that you shall defend, indemnify and hold the Company, its licensors, and each of their parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, or (c) your use or misuse of the Website or Application, except in each case solely to the extent any of the foregoing arises directly from the gross negligence or willful misconduct of the Company.

16- Disclaimer of Warranties

THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE WEBSITE OR APPLICATION. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE WEBSITE OR APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE WEBSITE OR APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF THE WEBSITE OR APPLICATION, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE OR APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE OR APPLICATION WILL BE CORRECTED, OR (F) THE WEBSITE OR THE APPLICATION OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE AND APPLICATION ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE WEBSITE OR APPLICATION, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED PARTIES THROUGH THE USE OF THE WEBSITE OR APPLICATION. THE COMPANY DOES NOT VERIFY THE OWNERSHIP OR INTELLECTUAL PROPERTY RIGHTS OF THE CONTENT, NOR HOW ANY USER MAKES USE OF THE CONTENT, AND SHALL HAVE NO LIABILITY RELATING THERETO. THE COMPANY IS NOT RESPONSIBLE FOR ANY ACTS OF THE TUTORS NOR ANY BREACH BY THEM OF APPLICABLE LAWS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WEBSITE OR APPLICATION, THE CONTENT AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

17- Internet Delays

THE WEBSITE OR APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.

18- Limitation of Liability

IN NO EVENT SHALL THE COMPANY’S OR ITS LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF (OR INABILITY TO USE) THE WEBSITE OR APPLICATION OR WITH RESPECT TO THE CONTENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR THE AMOUNT OF FIFTY DOLLARS (50$), WHICHEVER IS GREATER. IN NO EVENT SHALL THE COMPANY OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEBSITE OR APPLICATION OR THE CONTENT OR BY THE USE OF THE DRONES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE WEBSITE OR APPLICATION, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON OR WITHIN THE WEBSITE OR APPLICATION. THE FOREGOING EXCLUSIONS SHALL APPLY EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE WEBSITE OR APPLICATION (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USERS OR CONTENT AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY AND ITS LICENSORS, TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR APPLICATION, OR IN ANY WAY RELATED TO THE THIRD PARTIES AND TO THE CONTENT INTRODUCED TO YOU BY THE WEBSITE OR APPLICATION. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE OR PROVINCE, INCLUDING WITHOUT LIMITATION THE PROVINCE OF QUEBEC), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.

YOU UNDERSTAND THAT BY USING THE WEBSITE OR APPLICATION, YOU MAY BE EXPOSED TO CONTENT THAT IS POTENTIALLY OFFENSIVE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE WEBSITE OR APPLICATION AT YOUR OWN RISK.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  IN SUCH CASES, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

19- Notice

The Company may give notice by means of email to your email address on record in the Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice, and address any complaint or claim to the Company (such notice, complaint or claim shall be deemed given when received by the Company) at any time by means of email to info@didactictutoring.com.

20- Assignment

This Agreement may not be assigned by you (whether in whole or in part) without the prior written approval of the Company.  This Agreement may be assigned without your consent (in whole or in part) by the Company, including, without limiting the foregoing, to (i) a parent or subsidiary, (ii) an acquirer of assets or shares, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

21- Controlling Law and Jurisdiction

General. This Agreement and any action related thereto will be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. Subject to the rest of this Section, the exclusive jurisdiction and venue of any action in relation to this Agreement will be the District of Montreal and each of the parties hereto waives any objection to jurisdiction and venue in such courts. However, in the event of the actual or threatened infringement, misappropriation or violation of Company’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, Company may, at its discretion, institute legal proceedings in any jurisdiction(s) which is (are) deemed necessary or advisable.

Arbitration. You and Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website or Application (collectively, “Disputes“) will be settled exclusively by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you are waiving the right to participate as a plaintiff in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrators may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.

Arbitration Rules. The arbitration will be subject to article 940 and following of the Code of civil Procedure (Quebec).

Arbitration Location. Unless you and Company otherwise agree, the arbitration will be conducted in the Province of Quebec, City of Montreal.

Decision. The arbitrators will render an award within the time frame specified in the Code of civil Procedure (Quebec). Such decision will include the essential findings and conclusions upon which the arbitrators based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any damages granted by the arbitrators must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.

Fees. The arbitrators shall determine who is responsible to pay the fees associated with the arbitration.

22- Termination

You agree that the Company, in its sole discretion and for any or no reason, may terminate any member or customer account (or any part thereof) you may have with the Company or your use of the Website or Application, and remove and discard all or any part of your account or any of your Content, at any time.  The Company may also in its sole discretion and at any time discontinue providing access to the Website or Application, or any part thereof, with or without notice.  You agree that any termination of your access to the Website or Application or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you.  These remedies are in addition to any other remedies Company may have at law or in equity.

You may terminate this Agreement at any time by ceasing all use of the Website or Application and requesting the Company to cancel your account (if any) via email sent to info@didactictutoring.com.

23- General

No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third party provider as a result of this Agreement or use of the Website or Application. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

You have requested and agreed that this Agreement be drafted in English. Vous avez demandé et accepté que cette convention soit rédigée en anglais.

You hereby agree to the terms and conditions contained in the present Agreement.

II- PRIVACY POLICY

Your privacy is critically important to us. At didactictutoring.com (“Didactic Tutoring” or “we” or “us”) we have a few fundamental principles:

• We don’t ask you for personal information unless we truly need it.
• We don’t share your personal information with anyone except to comply with the law, develop our products, or protect our rights.
• We don’t store personal information on our servers unless required for the on-going operation of one of our services.

Below is our privacy policy which incorporates these goals and recognizes the need to protect the privacy of the personal information you provide to Didactic Tutoring with respect to your access and use of Didactic Tutoring’s website (www.didactictutoring.com) (the “Website”) or its related mobile or web Application (the “Application”). 

Therefore, we have adopted this privacy policy (the “Privacy Policy”), which sets forth, among other things, the type of information that will be collected, the purpose and use of the collected information, and your rights with regard to the collected information. By accessing the Website or the Application, you are consenting to the collection and the use of your information by DidacticTutoring, but only to the extent described herein. Should you wish to revoke your consent, you may do so in accordance with the provisions of Section 4 below.  

1.Protection of Your Information

We are accountable for the information in our custody. Therefore, when we collect or use your information, we will utilize commercially reasonable safeguards to ensure its protection. It should be noted that no security procedure is currently 100% effective. Should any breach of your Personal Information occur, we will inform you as soon as reasonably possible, as required by applicable law.

2. Type and Purpose of Collection

We collect information at various points in the Website and the Application to facilitate its use by our customers.  Specifically, two types of information are collected:

1. Non-Personal Information: Upon accessing the Website or the Application, certain non-personal information will be automatically collected without your knowledge or consent, such as your IP address, location data (which is anonymous) and the referring website (“Non-Personal Information”).  We use Non-Personal Information to examine our traffic and to view how our customers use the Website and the Application. This type of information will not allow you to be personally identified. For example, we use “cookies”, which contains only certain statistical information. You can instruct your computer to inform you whenever a cookie is being sent, or you can disallow cookies through your web browser. If you do choose to disallow cookies, your experience on the Website or the Application may be diminished, or your ability to choose some of the options on the Website or the Application may be limited.  

(b)    Identifying Personal Information:  To utilize some portions of the Website and the Application, you must first provide personal information that will allow you to be identified (“Personal Information”). This type of information will not be collected without your consent. The purposes of the collection of Personal Information are the following: 

i. To create your account;

ii. To send you confirmation of your registration;

iii. To administer your account;

iv. To establish a relationship with you;

v. To anticipate and resolve problems with your service; 

vi. To understand your needs and desires vis-à-vis the Website and the Application;

vii. To update you on changes to our services or products, including new promotions;

viii. To help tutors and clients connect; and

ix. To help clients and tutors complete their transactions withDidactic Tutoring, including communication, agreement on term, payment and dispute resolution. 

You may opt out of such notifications through your device or by contacting us at info@didactictutoring.com.

We expressly acknowledge that we will not use your Personal Information for any other purposes without your consent. Further, we will only collect Personal Information to the extent necessary for the above-mentioned purposes. The Personal Information we collect will vary depending on how you are using the Website and the Application, but may include, without limitation: (i) your name, mailing address, phone number and email address; (ii) credit card information and charge history; (iii) unique identifiers such as user name, account number and password; (iv) preferences information such as product or content interests, communication or marketing preferences; (v) device information and data; and (vi) Twitter and Facebook identity. Additionally, Personal Information may be used and disclosed to the extent Didactic Tutoring may deem reasonably necessary to enforce the terms of any agreement between you and Didactic Tutoring, or to protect the rights, property or safety of any person or entity.

3. Right to Examine Information.  

You have the right to examine any of your Personal Information that we collect. Should you wish to examine such information, please send us a written request to info@didactictutoring.com.  We reserve the right to charge you a reasonable administrative fee to access your information, as permitted by applicable law.  In certain cases we may not be able to provide you with access to all of your Personal Information (ex: if the information also pertains to the Personal Information of another user).

4. Withdrawal of Consent.

You may withdraw your consent to the collection of Personal Information at any time by sending a written request to info@didactictutoring.com..  Upon receiving notice that you have revoked your consent, we will stop using your Personal Information within a reasonable time, which will vary depending on what information we have collected and for what purpose. Please note that we will send you an email confirmation upon receipt of your request. Therefore, if you do not receive a confirmation email, please contact us again with your request. If you do choose to withdraw such consent, your experience on the Website or the Application may be diminished, or your ability to choose some of the options on the Website or the Application may be limited.

5. Third Party Websites

Didactic Tutoring may post links to third party websites on its Site. These third party websites are not screened for privacy or security issues by Didactic Tutoring, and you release us from any liability for the conduct of these third party websites. Please be aware that this Privacy Policy, and any other policies in place, in addition to any amendments, does not create rights enforceable by third parties or require disclosure of any personal information relating to members of the Service or Site. Didactic Tutoring bears no responsibility for the information collected or used by any advertiser or third party website. Please review the privacy policy and terms of service for each site you visit through third party links.

6. Sharing Information. 

 We will not sell, rent or disclose to outside parties the information we collect, save and except that we may share the collected information with other parties as follows

(a)  Affiliated Service Providers: We have agreements with various affiliated service providers to facilitate the functioning of the Website and the Application, with whom we may share the information we have collected.  For example, we may share your credit card information with the credit card service provider to process your purchase.  All administrative service providers that we use are required to have the same level of privacy protection as we have, and therefore we expect that your information will be handled with the same level of care that we employ. Additionally, for example, we may use analytic or marketing services such as Google Analytics, Google Adsense or Taboola, to which collection you hereby unconditionally consent. 

(b)      Where required by law:  We may share the collected information where required by law, specifically in response to a demand from government authorities where such demand meets the legal requirements.

(c)     Statistical Analysis:  We may share Non-Personal Information and aggregated information with third parties, including but not limited to for advertising or marketing purposes. No Personal Information will be shared in this manner.

(d)   Transactions: In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition, or in any other situation where Personal Information may be disclosed or transferred as one of our business assets.

7. Release of Your Information for Legal Purposes

At times it may become necessary or desirable to Didactic Tutoring, for legal purposes, to release your information in response to a request from a government agency or a private litigant. You agree that we may disclose your information to a third party where we believe, in good faith, that it is desirable to do so for the purposes of a civil action, criminal investigation, or other legal matter. In the event that we receive a subpoena affecting your privacy, we may elect to notify you to give you an opportunity to file a motion to quash the subpoena, or we may attempt to quash it ourselves, but we are not obligated to do either. We may also proactively report you, and release your information to, third parties where we believe that it is prudent to do so for legal reasons, such as our belief that you have engaged in fraudulent activities. You release us from any damages that may arise from or relate to the release of your information to a request from law enforcement agencies or private litigants.

8. Commercial and Non-Commercial Communications

By providing information to the Site that forms the basis of communications with you, such as contact information, you waive all rights to file complaints concerning unsolicited e-mails from Didactic Tutoring since, by providing such information, you agree to receive communications from us or anyone else covered under this Privacy Policy. However, you may unsubscribe from certain communications by notifying Didactic Tutoring that you no longer wish to receive solicitations or information and we will endeavor to remove you from the database.

9. International Transfer

Your information may be transferred to—and maintained on—computers located outside of your home province, state, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

10. Terms and Conditions of Use. 

This Privacy Policy is incorporated into and forms part of the Terms and Conditions of Use, which outlines the terms and conditions you agree to when accessing and using the Website or Application, and which can be found here : ● 

11. Persons Under  13. 

Didactic Tutoring services are specifically designed to work without any third party having access to a child’s personal information. Our website does not collect or store any personal information about children, except as necessary to facilitate the tutoring of that student, who may be a minor. Didactic Tutoring is committed to protecting the information that each user entrusts to Didactic Tutoring.

Other than free information and materials that do not require registration or credentials, The Website and Application are not directed to children under the age of 13, and Didactic Tutoring does not knowingly collect personal information. identifiable with children under 13 online. 

In order to use the Website and Application as a platform to connect with tutors, parents may provide information such as the name or age of their children so that Didactic Tutoring can help facilitate the connection between the student and the tutor. Didactic Tutoring may store this information in a secure digital format. Parents or guardians of children under the age of 13 may request that personal information, previously provided by the child, parent, or guardian which is ultimately collected by Didactic Tutoring, be completely removed at any time by sending a written request to info@didactictutoring.com. 

Should you have any questions or comments concerning this Privacy Policy, please do not hesitate to contact us at info@didactictutoring.com.

12. Amendments

The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time.  Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Website or Application user interface, is sent to the email address associated with your account (if applicable) or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Please note that the last update was performed on January 1, 2021. If the modified terms are not acceptable, please do not access or use the Website or Application.