Workleap LMS General Terms of Use

1. Acceptance of the Terms 

The general terms of use stated below (hereinafter, the “General Terms of Use”) govern the use of the Workleap LMS website and of the training platform (hereinafter, the “Workleap LMS”) accessible through the website (hereinafter, considered together and collectively, the “Website”), owned by Didacte Inc., a subsidiary of Workleap Technologies Inc., (hereinafter, “Workleap”), by all the clients of Workleap who offer training resources through the Workleap LMS (hereinafter, the “Instructors”) as well as by all other users of the Website, including those who use the Workleap LMS in order to access training sessions provided by the Instructors (hereinafter, the “Other Users”, and, considered together with the Instructors, the “Users” or “you”). As any use you will make of the Website is contingent upon your unconditional acceptance of these Terms of Use, we require that you review them thoroughly. 

Whenever you use the Website, you acknowledge and confirm that you have read, understood, and accepted these General Terms of Use – as they may be modified by Workleap according to the provisions contained herein. Should discrepancies, contradictions, or inconsistencies ever arise, these Generals Terms of Use, as they may be modified from time to time, shall prevail over any terms, conditions of use (including the Terms of Sale), communications, advertisements, and other promotional resources. Should you disagree with any of the General Terms of Use contained herein, please refrain from using the Website. 

2. Definitions and Interpretation 

2.1. The following capitalized terms shall have the meaning ascribed to them below: 

• “Customer Data” means any content, which may include Personal Information of Users, that Users submit or transfer to Workleap in conjunction with their use of the Website; 
• “Customer Personal Information” means any Personal Information contained within Customer Data;  
• “Personal Information” has the meaning set out in Privacy Laws; 
• “Privacy Laws” means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information; 
• “Privacy Policy” means the Workleap LMS Privacy Policy;  

2.2. The term “including” is not limiting and means “including, without limitation”. 

3. General Conditions 

3.1. Unacceptable Use. Except where expressly permitted by Workleap under the General Terms of Use, you hereby commit never to: 

• operate commercially or reuse any part of the content of the Website; 
• copy, alter, hack, or attempt to extract the source code of any software developed by Workleap, including the Workleap LMS, or adapt, distribute, reissue, or transmit any part of their content without first obtaining Workleap’s explicit written consent; 
• use the Website for illegal purposes, such as posting content which (i) contravenes any law or regulation, or (ii) is false, inaccurate, misleading, slanderous, obscene, or otherwise in violation of these General Terms of Use; 
• infringe on intellectual property rights or compromise the integrity or confidentiality of data, or the privacy of individuals; 
• attempt to gain unauthorized access to any User account, computer system, or network associated with the services provided by Workleap hereunder; 
• use the Website in order to download, upload, or store any content deemed illegal, racist, hateful, obscene, or discriminatory, or which carries computer viruses, trojans, or other types of malicious software; 
• post or transmit spam, unsolicited electronic transmissions, chain letters, or pyramid schemes; 
• ignore any policy or decision implemented by Workleap in connection with the status of your account, such as a temporary or permanent suspension or similar restrictions; 
• use the Website while (i) being unable to legally form a binding contract, or (ii) being subject to a temporary or permanent suspension preventing you from doing so; 
• bypass or tamper with Workleap’s pricing structure or invoicing process, or with the fees and commissions owed to Workleap; 
• disclose, sell, rent, or distribute to third parties any Confidential Information related to a User. 

3.2. Access Code and Password. You must ensure that your access code and password remain confidential at all times and are never disclosed to anyone. 

You are solely responsible for the activities carried out through the use of your access code and password, and Workleap shall have no obligation whatsoever to verify the true identity or authority of any person entering said access code and password. In other words, you shall be bound by any use of your electronic profile, even if such use occurs without your knowledge or consent. 

You acknowledge that Workleap will at no time and under no circumstance whatsoever be held liable for losses or damages stemming from any kind of use of your access code and password by a third party. Should Workleap ever act on the basis of instructions given by yourself or any person using your access code and password, you shall defend, indemnify, and hold Workleap harmless against any claims, losses, or expenses incurred following the use of your access code and password – whether or not you authorized it. 

It is your duty and responsibility to immediately notify Workleap the moment (i) you learn that an unauthorized person is in possession of your access code and password, or (ii) you are made aware of any form of privacy or security breach. 

4. Terms of Sale  

The Instructors (i) represent and warrant that they have read, understood, and accepted the Terms of Sale available on the Workleap LMS Terms of Sale page, as they may be amended from time to time (hereinafter, the “Terms of Sale”), (ii) commit to observe and uphold said Terms of Sales at all times, and (iii) acknowledge that said Terms of Sale remain subject to the General Terms of Use contained herein. In case of conflict between the Terms of Sale and the General Terms of Use, the General Terms of Use shall govern. 

5. Safety and Privacy Customer Data 

Workleap may collect and keep on record the Personal Information you provide while using the Website or creating a user account. Access to (and the use of) such Personal Information are governed by the terms and conditions of Workleap’s Privacy Policy, which is deemed an integral part of these General Terms of Use. You hereby consent to the transfer, processing and storage of Personal Information in accordance with the General Terms of Use and Privacy Policy.  

Workleap shall store and process Customer Data in accordance with the Privacy Policy. Workleap has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using the Website, you assume such risks, except for gross negligence or unlawful conduct of Workleap.  

6. Confidential Information 

6.1. Confidential Information. “Confidential Information” means any non-public, confidential or sensitive information, including Customer Data, disclosed by a party or on its behalf (the “Disclosing Party”) to the other party (the “Receiving Party”), and excludes any information that is: 

• subject to applicable Privacy Laws, publicly available or later becomes publicly available other than through a breach of the General Terms;  
• as evidenced by documentary and competent evidence: (a) known to the Receiving Party or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or  
• as evidenced by documentary and competent evidence, subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality, provided that such source is not, to the knowledge of the Receiving Party, in breach of its obligations of non-disclosure towards the Disclosing Party.  

6.2. Use or Disclosure of Confidential Information. The Receiving Party shall only use or disclose Confidential Information to exercise its rights and fulfill its responsibilities under the General Terms of Use. The Receiving Party shall exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential information and in any event, at least diligent and prudent care. The Receiving Party shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information, except that Workleap may disclose Confidential Information to its third-party service providers in connection with the performance or the improvement of the Website, in which case Workleap will ensure that the third party maintains reasonable data practices for maintaining the confidentiality and security of the Confidential Information and preventing unauthorized access. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. The provisions of this section shall supersede any prior non-disclosure agreement by and between the parties, and such agreement shall have no further force or effect. 

6.3. Return of Confidential Information. Following the termination or expiration of the General Terms of Use, and upon request of a party, the other party shall return all Confidential Information to the other; provided, however, that (a) each party may retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (b) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (i) remain subject to the obligations and restrictions contained in this agreement, (ii) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (iii) the retaining party will not use the retained Confidential Information for any other purpose. 

6.4. Survival of Confidentiality Obligations. Subject to applicable laws, the foregoing obligations of each party with respect to Confidential Information shall survive any termination or expiration of the General Terms of Use, and shall continue for a period of three (3) years following the termination or expiration of the General Terms of Use unless applicable laws require the Confidential Information to be retained for a longer period. 

7. Communications 

By registering, setting up an account, and/or using the Website, you agree to receive (i) e-mails and information issued by Workleap, its affiliates, and/or its service providers, which contain promotional considerations and offers of products and services likely to be of interest to you, and (ii) promotions advertised by third parties directly or indirectly interested by the use you make of the Website. Should you, at any moment, decide that you no longer wish to receive promotional communications, just click on the “unsubscribe” link you will find at the bottom of each e-mail, or send a request to that effect to Workleap’s customer support service (info@didacte.com). For obvious reasons, Workleap disclaims any and all liability in connection with promotional notices and other communications sent to you by third parties. 

8. Intellectual Property 

8.1. Copyright and Trademarks. As all Workleap applications are protected under the copyright laws and regulations of Canada, it is strictly forbidden to copy, reproduce, publish, or distribute, whether as a whole or in part, any content found on Workleap’s Website and/or applications.  

Workleap is the sole owner of the trademarks it uses in connection with the products and services it offers, whether it be names, graphics, logos, icons, drawings, designs, words, titles, or sentences. As all such trademarks are protected under relevant Canadian laws and regulations, you may not use either one of them without first obtaining Workleap’s explicit consent. 

8.2. Copyright Owned by Third Parties. Workleap respects the intellectual property rights and interests owned by other parties, and requires that its Users do the same. 

Each and every Instructor must make sure that the resources they broadcast, distribute, display or sell through the Workleap LMS either belong to them in full, are properly licensed to them for that purpose or are totally free of any rights belonging to other parties. Hence, Workleap expressly disclaims any and all liability in regards to the broadcast, distribution, display or sale of intellectual property over which third parties could exercise any kind of rights. 

Workleap commits to withdraw any content which violates the provisions of Canadian copyright laws or regulations or of any other statute or legislation which could find application. It also reserves the right to terminate the account of delinquent Instructors without notice should particular circumstances warrant it. 

8.3. Rights of Use. It is strictly forbidden to reserve a Workleap domain name in view of a future use or in order to secure a resale or to solicit payments. Workleap domain names are assigned on a “first come, first served” basis. Workleap may at any time rename or terminate inactive accounts. 

No purchase of training sessions through Workleap shall ever (i) entitle anyone to use the content for business or promotional purposes, or (ii) have the effect of transferring any copyright to Other Users. 

9. License to Use 

Instructors are and remain the owners of the content they publish through the Workleap LMS. Workleap shall, at no time and in no circumstances whatsoever, copy, broadcast publicly, or transmit content without first having obtained the relevant Instructor’s explicit consent. Instructors shall defend, indemnify and hold harmless Workleap and its officers shareholders, parents, subsidiaries, agents, successors and assigns against all liabilities, damages, costs, including interest accrued, and any legal fees arising out of  (i) any unauthorized download of content by an Other User to their personal computer, or (ii) any use of content (whether or not it was motivated by a business purpose) that may have caused you harm. 

9.1. Enclosed documents. By using the “enclosed document” feature, you allow Other Users who have registered in training sessions you provide to access (and download on their personal computer) any attached document – provided that such access and/or download occur for personal reasons (as opposed to business purposes). 

9.2. Text files, videos, images, tests, and PDFs. Instructors authorize Other Users who have registered to training sessions they provide to access all text files, videos, images, tests, and PDFs – provided that such access occurs for strictly personal reasons. They also allow Other Users who have registered to training sessions they provide to download on their personal computer a copy of the PDFs which have been cleared for download – once again, provided that such download occurs for strictly personal reasons. 

10. Service Providers 

10.1. External websites. Workleap’s Website may contain links to other websites. Should you ever follow a link and access an external website, please keep in mind that any use you could make of such a website will be governed by the website’s own terms and conditions, and that Workleap shall at no time or in no circumstances whatsoever be held liable for the website’s content or the way it processes your data and/or information. From the outset, Workleap disclaims any and all liability in regards to losses or damages (actually or allegedly) incurred (whether directly or indirectly) because you accessed and/or used any of those external websites. 

11. Workleap’s Money-Back Guarantee 

Should a problem ever present itself in the course of a transaction between an Instructor and an Other User, Workleap’s money-back guarantee steps in and allows the Instructors and the Other Users to communicate efficiently in order to resolve the situation. In such a case, the Instructors allow Workleap to come to a final decision and agree to comply with the terms of the settlement. 

Any refund owed to an Other User must come directly from the Instructor’s Workleap LMS account. Whenever a refund intervenes within sixty (60) days of the issuance of the original invoice, the Workleap fees invoiced through the Workleap LMS are refunded in proportion to the amount reimbursed to the Other User. Once sixty (60) days have elapsed since the original invoice was issued, none of the Workleap fees are refunded. 

In the event where you (as an administrator) elected to reimburse an Other User or had to reimburse an Other User or Workleap under the latter’s money-back guarantee, you hereby agree that Workleap will instruct its third-party payment processor to deduct the amount of the refund from your account, to add said amount to your invoice, or to otherwise perform the refund according to the payment method described in your user file. Should Workleap be unable to obtain the refund from you, Workleap shall collect any unpaid amount by any necessary means of recovery, and if need be by retaining the services of a collection agency. 

If Workleap comes to the conclusion that the parties misuse or hinder the settlement process in any way, Workleap may, at any given time and without prior notice, withdraw its money-back guarantee in whole or in part. 

12. Termination and Restricted Access 

Workleap may, at any given time and without prior notice, terminate your access to the Workleap LMS in whole or in part. In fact, should you ever violate these General Terms of Use, the Privacy Policy, the Terms of Sale, or any other policy published by Workleap, such access will be terminated immediately. 

Workleap may close all accounts left unconfirmed as well as those which have been inactive for at least twelve (12) consecutive months, without notice. It may also modify its Website and the services it provides, or decide that it will no longer offer or operate them. In any event, it reserves the right, at its sole and absolute discretion and for any reason whatsoever, to refuse to provide services to any individual or entity or to terminate services it already provides. 

13. Indemnification 

You hereby agree to defend, indemnify and hold harmless Workleap and its officers shareholders, parents, subsidiaries, agents, successors and assigns against all liabilities, damages, costs, including interest accrued, and any legal fees arising out of a claim submitted by a third party on account of the fact that you (i) breached these General Terms of Use or the Privacy Policy, (ii) acted wrongfully while using the Website or any ancillary services, or (iii) breached applicable laws or infringed on the rights of any third party. 

14. Warranties and Disclaimers 

14.1. Workleap represents and warrants that: (i) the Website does not infringe on any third-party intellectual property rights or constitute a misuse or misappropriation of a trade secret; (ii) contingent upon User’s proper use, User’s use of the Website does not infringe on any third-party intellectual property rights; and (iii) it has the right to grant the access and use of the Website to Users.  

14.2. Warranty Disclaimers. WORKLEAP DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, DEFECT-FREE, ERROR-FREE, VIRUS-FREE OR FREE OF OTHER HARMFUL COMPONENTS, OR THAT IT WILL NOT BE SUBJECT TO UNAUTHORIZED USE OR DISCLOSURE. YOU ACCEPT THAT THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL DEFECTS AND ERRORS, IF ANY. WORKLEAP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION CREATED BY THIRD PARTIES AND THAT MAY BE ACCESSED ON THE WEBSITE IS NOT ENDORSED BY WORKLEAP, AND MAY NOT HAVE BEEN REVIEWED BY WORKLEAP, AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY PROVIDING IT. WORKLEAP DOES NOT CONTROL INFORMATION POSTED ON THE WEBSITE BY THIRD PARTIES AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF SUCH INFORMATION AND OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE WEBSITE, AND FOR MAKING AND IMPLEMENTING DECISIONS BASED ON SUCH INFORMATION, AND DEALING WITH ANY RELATED CONSEQUENCES. 

15. Limited Liability 

15.1. Dollar Cap. EXCEPT FOR FRAUD, PHYSICAL INJURY OR DEATH OR INTENTIONAL OR GROSS FAULT OF EITHER PARTY, OR FOR YOUR INDEMNIFICATION OBLIGATIONS REFERRED TO IN SECTION 13, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY OF PROVEN DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS OF USE EXCEED THE HIGHEST OF (1) ONE HUNDRED DOLLARS ($100) OR (2) THE TOTAL AMOUNT PAID AND PAYABLE, IF ANY, BY YOU IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT. 

15.2. Exclusion. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, GOODWILL, BUSINESS OR DATA OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE GENERAL TERMS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INTENTIONAL OR GROSS FAULT OF THE PARTY. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

16. Settlement of Disputes 

In the event a dispute arises between Workleap and you, we shall spare no reasonable efforts in order to help you resolve it in an objective and cost-effective manner. For your part, you agree to resolve any claim, contentious issue, or equity matter stemming from the services, these General Terms of Use, the Privacy Policy, or the Terms of Sale (hereinafter, a “Claim”) by complying either with the procedure described below or with the settlement method the parties agreed upon in writing. 

The General Terms of Use shall be governed, construed and enforced solely in accordance with the laws applicable in the Canadian province of Quebec, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. Any litigation in any way relating to the General Terms of Use shall be brought and venued exclusively in the judicial district of Montreal in the Canadian province of Quebec, and the parties waive any objection that such venue is inconvenient or improper.  Each party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the General Terms of Use. 

17. Purchase Requirements 

Before purchasing a training session, the Other Users must read its descriptive sheet carefully and pay close attention to the guidelines provided by the Instructors. 

18. General Provisions 

18.1. Modification. Workleap may amend, or otherwise modify these General Terms of Use and the Privacy Policy at any time. 

18.2. Translation. A translation of these General Terms of Use, of the Privacy Policy, or of any related documentation may be provided in order to comply with local requirements. Should any discrepancy, inconsistency, or contradiction arise between the English version of the text and any translation thereof, the English version shall govern, unless applicable laws dictate that a version in another language must govern. 

18.3. Business entity. Should you set up or use an account registered in the name of a business entity, you hereby represent and warrant that you are authorized to act on its behalf and to bind it with respect to these General Terms of Use and to the Privacy Policy. In any event, it is clearly understood that any such account will remain, at all times, the sole property (and under the exclusive control) of the business entity. 

18.4. Miscellaneous concerns. In the event where any part of these General Terms of Use or of the Privacy Policy was declared invalid, illegal, or unenforceable, it shall either be considered non-existent or construed in a way that renders it valid, legal, or enforceable, without any other part of the text losing its meaning, authority, or binding effect. These General Terms of Use, combined with the Privacy Policy (as they may both be amended from time to time), contain the whole agreement concluded between Workleap and the Instructors with respect to its object and purpose. No General Term of Use may ever be modified unless Workleap elects to do so in writing. No Instructor may ever assign or otherwise transfer any of the rights, benefits, or obligations these General Terms of Use or the Privacy Policy bestow upon them. 

19. Support 

In the event of a problem or for any additional information, please write to us by email at the following address: info@didacte.com.