Last updated: May 6, 2020
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The websites (https://kritik.io
) are operated by Kritik Education Corp (“we
” or “Kritik
”), a Canadian corporation.These Terms of Service set out the terms and conditions on which You may access and/use our Website and our mobile applications (“App”) in order to have access to our student peer-to-peer learning services and Licensed Content (the “Kritik Services
”). Please read them carefully before you download our Apps or use the Website or attempt to access or use any Kritik Services.By using the Kritik Services You indicate that You accept this Agreement and you agree to be bound by it.
If You do not agree to the Agreement please do not use the Kritik Services. “You
” or “Your”
is defined as an individual user of the Kritik Services such as a student or instructor. Where applicable, “You”
is also defined as an individual using the Kritik Services through a subscription provided by an institution (such as a school, university or college) where the student is enrolled or the instructor is employed or contracted if such use is accessing and using the Kritik Services on behalf of or through such entity.Users using the Kritik Services through a subscription held by a school, university or college (or other such entity) (for example, students, professors or other staff) agree that they do so with the appropriate permissions and authority from the applicable institution.
1. RESTRICTIONS AND REQUIREMENT FOR USING THE Kritik SERVICES
1.1 Institutional Users
Users using the Kritik Services through a subscription held by a school, university or college (or other such entity) (for example, students, professors or other staff) agree that they do so with the appropriate permissions and authority from the applicable institution.
You may not access or use the Kritik Services if you are our direct competitor, except with our prior written consent. In addition, You may not access the Website or our App for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
2. YOUR PASSWORD AND ACCOUNT
2.1. Registered Users.
In order to gain access to the Kritik Services through the App or the Website, you are required to register for an account that is accessed by a username and password (“Account”) in order to use any features of the Kritik Services. In registering for Your Account, You agree (i) that the information You provide to us in connection with your registration will be current, complete and accurate, (ii) not to choose a user name that violates any law or the intellectual property rights of others, or is offensive; provided that Kritik reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use Your Account to any third party without the prior written consent of us and (iv) not to permit any third party to use Your user name and password to access your Account or the Kritik Services. You further agree that you are responsible for the conduct of any party that uses Your Account, whether or not authorized by You, and for any breach of the security of the Kritik Services related to the use of your user name and/or password. You agree that you shall not have more than one Account at any given time. You agree not to create an Account or use the Kritik Services if you have been previously removed by Kritik, or if you have been previously banned from any of the Kritik Services.
2.2. Grant of Rights.
Upon registration and subject to the payment of any applicable fees, Kritik grants You the limited, revocable, non-transferable, non-exclusive right to access and use the Kritik Services (including any downloaded applications that permit interaction with the Kritik Services and any content to which you subscribe as further described in Section 3 below) for the term provided on the Order Form or Web Enrollment and subject to any additional terms contained therein.
2.3. Web Enrollment and Order Forms.
The right to access to use the Kritik Services may be done through a subscription for service on the Website or with the App (“Web Enrollment”) or by an agreement or order form with an institution (“Order Form”) that incorporates by reference this Agreement.
3. COPYRIGHT POLICY
We do not permit copyright infringing activities and infringement of intellectual property rights on and will remove any content on the Kritik Services if properly notified that such content infringes on another’s intellectual property rights.3.2.
If you are a copyright owner or an agent thereof and believe that any content made available through Kritik Services infringes upon your copyright, you may submit a notification by providing our Copyright Agent with the following information in writing:an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;identification of the URL or other specific location on the Website where the material that you claim is infringing is located;your address, telephone number, and email addressa statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; anda statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.You can contact our Copyright Agent via email at email@example.com.
5.1. Suspension or Termination.
You acknowledge and agree that we may, at our sole discretion, suspend or terminate Your access to all or part of the Kritik Services with or without notice and for any reason, including, without limitation, breach of these Terms of Service or the Acceptable Use Policy. Upon suspension or termination, Your right to use the Kritik Services will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Account information or User Content. Kritik shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Kritik Service.
5.2. Effect of Termination.
In the event of any termination or expiration:(i) All licenses and rights we granted to You hereunder shall immediately terminate;(ii) The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
6. FEES PAYMENT AND REFUND POLICY
6.1. Term of Purchased User Subscriptions.
In consideration of the right to access and use the Kritik Services, you agree to pay the applicable fees specified in an Order Form or Web Enrollment (the “Fees
”). User subscriptions purchased by You, or for others, commence on the start date specified in the applicable Order Form or Web Enrollment and continue for the subscription term specified therein. Fees are billed in advance and are non-refundable except as set out herein. A valid credit card or PayPal account is required for paying the Fees. You will be billed as provided in an Order Form or Web Enrollment for the applicable Fee. All Fees are exclusive of all sales, excise or use taxes, or any levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Fees are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Website, the Kritik Service or by e-mail.
6.2. User Subscriptions for Administrative Users.
Unless otherwise specified in the applicable Order Form or Web Enrollment, (i) the right to access and use the Kritik Services is purchased as user subscriptions and may be accessed by no more than the specified number of users, (ii) additional user subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions there under, prorated for the remainder of the subscription term in effect at the time the additional user subscriptions are added, and (iii) the added user subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated users only and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the Kritik Services.
Kritik will provide refunds for Kritik Services purchased directly by You for a period of 2 weeks subsequent to initial activation. Upon granting of a refund, Your access to the Kritik Services refunded will be immediately terminated and all records (including grades) associated with these Kritik Services will be permanently deleted. Refund requests are to be sent to support@Kritik.io.
While we endeavor to ensure that the Kritik Services are normally available 24 hours a day, we will not be liable if for any reason the Kritik Services (or any part of it) is unavailable at any time or for any period.
Access to the Kritik Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
9. YOUR CONDUCT
9.1. Acceptable Use Policy.
When using the Kritik Services, you must comply with the provisions of our Acceptable Use Policy. Failure to comply with the Acceptable Use Policy could result in your account being suspended or terminated. For greater certainty, in accessing the Kritik Services you agree not to use the Kritik Services for any commercial use, without our prior written authorization.
9.2. Data Storage.
Any data or content you make available through the Kritik Services must comply with the provisions of our Acceptable Use Policy and is subject to any data storage limit we notify to you of from time to time. We reserve the right to charge for data storage which exceeds our data storage limit.
You agree that will not directly or indirectly: (i) modify or create any derivative work of the Kritik Services, documentation or service; (ii) sublicense, sell, lend, rent, lease, give, transfer, assign or otherwise dispose of all or any portion of the Kritik Services; (iii) reverse engineer, disassemble or decompile the technology used to provide the Kritik Services or attempt to discover or recreate the source code to the systems used to provide the Kritik Services including our Website and Apps; or (iv) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the Kritik Services.
10. LINKING TO OUR SITE
10.1. Linking to our Website.
You may link to our Website’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
10.2. No Framing.
Our Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. The website from which You are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.
11. LINKING FROM OUR SITE
11.1. Linking from Our Site.
Where our Website contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third party providers, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. By using the Website you expressly agree that we will have no liability in respect of your use of such third party links.
12. RELIANCE ON INFORMATION
12.1. Reliance on Information.
We cannot offer any guarantee that any information that is posted on our Website or System is complete, accurate or up to date. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials or information by any visitor to Our Website, or by any user of the Kritik Services.
13. USER CONTENT
13.1. No Other Interest.
As between Kritik and you, You retain ownership of any content that you upload, post, transmit or display on or through the Kritik Services including any intellectual property rights which subsist in that content (“User Content
”). You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on Your behalf.
13.2. User Content License.
By uploading, posting or displaying User Content you grant us, our partners, and affiliates a non-exclusive, perpetual, royalty-free right to use, reproduce, modify, publish, distribute, perform, display and transmit the User Content for the sole purpose of providing services to You. In addition, we shall be permitted to use anonymized User Content both during and after the term of this Agreement to optimize our service and for any other lawful purpose. In no event will such data include any personally identifiable information.
13.3. User Content Compliance.
Any User Content posted or shared by You on our System must comply with Our Acceptable Use Policy.
13.4. Necessary Rights.
It is a condition of the Agreement that you have all the necessary rights and consents to grant the licenses set out at in section 13.2 and to upload User Content to our System. In particular, you must ensure that you have obtained any necessary consents, including parental consents, relating to the use of images of minors and/or vulnerable adults.
13.5. User Content.
It is a condition of the Agreement that Your User Content does not contain any material which is the confidential information of any third party or which is defamatory, obscene or otherwise unlawful.
13.6. Removal of User Content.
We have the right at our sole discretion to remove any User Content that, we feel in our judgment does not comply with the Agreement or violates any third party copyrights or trademarks. We are not responsible for any delay or failure in removing such User Content. If You post User Content that we choose to remove, You hereby consent to such removal, and consent to waive any claim against us. We do not monitor all content uploaded, posted or published on our System. If You believe that any content uploaded, posted or published on our System is defamatory and/or breaches the Agreement or infringes your intellectual property rights please contact us at firstname.lastname@example.org. We may require You to provide additional information to help us assess your concern and correctly identify information to be removed.
13.7. User Content Indemnity.
You agree to indemnify and hold Kritik, and its affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of User Content you submit, post to, email, or otherwise transmit through Kritik Services, your use of the Kritik Services or your breach of the Agreement.
14. INTELLECTUAL PROPERTY RIGHTS
14.1. Our Intellectual Property.
We are the owner or a licensee of all intellectual property rights in the technology used to provide the Kritik Services and our licensors and their licensors are owners of all Licensed Content on Kritik Services. All rights are reserved. Nothing in these Terms of Service gives You a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of our intellectual property, in whole or in part, except as is expressly permitted herein.
We shall have a royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the Kritik Services any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Kritik Services more generally.
15. DISCLAIMERS AND LIMITATIONS OF LIABILITY
YOUR USE OF THE WEBSITE, OUR APPS AND ACCESS TO THE KRITIK SERVICES IS AT YOUR OWN RISK. NEITHER KRITIK, NOR ITS LICENSORS (WHICH INCLUDES AUTHORS AND PUBLISHERS) AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE USE OF THE KRITIK SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE KRITIK SERVICES AND LICENSED CONTENT OR AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF ANY CONTENT ON THE KRITIK SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KRITIK OR THROUGH OR FROM USE OF THE KRITIK SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. THE KRITIK SERVICES AND LICENSED CONTENT IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. IN NO EVENT WILL KRITIK, ITS LICENSORS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF KRITIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS AND USE THE WEBSITE, LICENSED CONTENT OR THE KRITIK SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO KRITIK RECORDS, PROGRAMS, SERVICES OR SYSTEMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS KRITIK AND ITS LICENSORS’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN CONTAINED, IN NO EVENT WILL KRITIK OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES PAID BY YOU FOR THE RIGHT TO ACCESS AND USE THE KRITIK SERVICES AND LICENSED CONTENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR ACT GIVING RISE TO THE CAUSE OF ACTION. This Section 15 will apply to the maximum extent permitted under applicable law.
All notices given by you to us must be given to Kritik at email@example.com. We may give notice to you at either the e-mail or postal address you provide to us on your Order Form or Web Enrollment. Notice will be deemed received and properly served immediately when posted on the Kritik Services, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
You may not transfer, assign, or charge any of your rights or obligations arising under the Agreement, without our prior written consent.
If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
19. COMPLIANCE WITH LAWS
Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction in connection with its activities under the Agreement.
No waiver by us, in exercising any right shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
21. ENTIRE AGREEMENT
These Terms of Service and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing and notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected
22. GOVERNING LAW
If You reside in Canada and use the KRITIK Services in Canada, this Agreement is to be construed under the laws of the Province of Ontario. If You reside in Australia or New Zealand and use the KRITIK Services in Australia or New Zealand, this Agreement is to be construed under the laws of New South Wales. Otherwise, this Agreement is to be construed under the laws of the State of New York, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. In the event of a dispute arising out of or in connection with the terms of this Agreement between you and us, then you agree to attempt to settle the dispute by engaging in good faith negotiations with us in a process of mediation before commencing arbitration or litigation. TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE KRITIK SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.