Terms & Conditions

1. Agreement to Terms

Welcome to Learny Centre. These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Learny Centre (Registration Number: 02800907), located at 195 Kutch Gardens Suite 876, South Charley, ON N4K1V9, Canada ("Company," "we," "us," or "our").

By accessing or using our website (learnycentre.com) and educational gaming platform (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use our Services.

2. Eligibility and Account Registration

2.1 Age Requirements

Our Services are intended for use by:

• Educational institutions and their authorized representatives
• Teachers and educators (18 years or older)
• Parents and guardians (18 years or older) acting on behalf of students
• Students under the supervision of schools or parents

If you are under 18 years of age, you may only use our Services with the involvement, supervision, and approval of a parent, guardian, or authorized school official.

2.2 Account Creation

To access certain features of our Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or security breaches
• Accept responsibility for all activities that occur under your account

2.3 Institutional Accounts

Schools and educational institutions must have appropriate authorization to create accounts and register students. By creating an institutional account, you represent that you have the legal authority to bind the institution to these Terms.

3. Use of Services

3.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for their intended educational purposes.

3.2 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Services in any way that violates applicable laws or regulations
• Impersonate any person or entity or misrepresent your affiliation
• Engage in any conduct that restricts or inhibits anyone's use of the Services
• Introduce viruses, malware, or other harmful code
• Attempt to gain unauthorized access to any portion of the Services
• Interfere with or disrupt the integrity or performance of the Services
• Collect or harvest any information about other users without permission
• Use any automated means (bots, scrapers) to access the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Remove, alter, or obscure any copyright or proprietary notices
• Use the Services for any commercial purpose without our written consent
• Harass, abuse, threaten, or intimidate other users

3.3 Educational Use

Our Services are designed for educational purposes. You agree to use the platform to support legitimate learning activities and not for entertainment unrelated to educational goals.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Services and all content, features, and functionality, including but not limited to:

• Software, games, and applications
• Text, graphics, images, logos, and design elements
• Educational content and curriculum materials
• Audio, video, and multimedia content
• Trademarks, service marks, and trade names

are owned by Learny Centre or our licensors and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 User Content

You may have the opportunity to submit content such as feedback, suggestions, or student work ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, and display such content for purposes of operating and improving our Services.

You represent and warrant that you own or have the necessary rights to submit User Content and that it does not violate any third-party rights or applicable laws.

4.3 Feedback

If you provide us with feedback or suggestions about the Services, we may use and incorporate such feedback without any obligation to you.

5. Privacy and Data Protection

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding the collection, use, and disclosure of personal information.

We are committed to protecting student privacy in compliance with applicable laws including COPPA (Children's Online Privacy Protection Act) and PIPEDA (Personal Information Protection and Electronic Documents Act).

6. Subscriptions and Payments

6.1 Subscription Plans

We offer various subscription plans for access to our Services. Subscription details, including features, pricing, and billing cycles, are described on our website and are subject to change.

6.2 Payment Terms

• All fees are stated in Canadian Dollars (CAD) unless otherwise specified
• Subscriptions automatically renew unless cancelled before the renewal date
• You authorize us to charge your payment method for recurring subscription fees
• Payment information is processed securely through third-party payment processors
• All fees are non-refundable except as required by law or our Refund Policy

6.3 Price Changes

We reserve the right to change our pricing. We will provide reasonable notice of price increases, and increases will apply to subsequent billing cycles after notice is provided.

6.4 Taxes

Fees do not include applicable taxes. You are responsible for all applicable taxes, and we will charge tax when required by law.

7. Cancellation and Termination

7.1 Cancellation by You

You may cancel your subscription at any time through your account settings or by contacting customer support at info@learnycentre.com. Cancellations take effect at the end of the current billing period.

7.2 Termination by Us

We reserve the right to suspend or terminate your access to the Services at any time, with or without notice, for any reason, including:

• Violation of these Terms
• Fraudulent or illegal activity
• Non-payment of fees
• Behavior that harms other users or the Services
• At our sole discretion for operational or business reasons

7.3 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• We may delete your account and associated data in accordance with our data retention policies
• You remain liable for any outstanding fees
• Provisions of these Terms that by their nature should survive termination will continue to apply

8. Disclaimers and Limitations of Warranty

8.1 "As Is" and "As Available"

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties regarding accuracy, reliability, or availability of the Services
• Warranties that the Services will be uninterrupted, secure, or error-free
• Warranties regarding the quality or educational effectiveness of content

8.2 Educational Outcomes

While our Services are designed to support educational objectives, we do not guarantee specific learning outcomes, grade improvements, or academic achievements. Educational success depends on many factors beyond our control.

8.3 Third-Party Content

We are not responsible for any third-party content, links, or services accessed through our platform. Use of third-party services is at your own risk.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEARNY CENTRE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or data
• Loss of business opportunity
• Personal injury or emotional distress
• Educational setbacks or academic consequences
• Cost of substitute services

ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100 CAD), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Indemnification

You agree to indemnify, defend, and hold harmless Learny Centre, its officers, directors, employees, agents, licensors, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any rights of another person or entity
• Your User Content
• Any activity conducted through your account

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us in asserting any available defenses.

11. Dispute Resolution and Arbitration

11.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at info@learnycentre.com to attempt to resolve the dispute informally. We will work in good faith to resolve any concerns.

11.2 Binding Arbitration

If we cannot resolve a dispute informally within 60 days, any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration conducted in Ontario, Canada, in accordance with the rules of the ADR Institute of Canada.

The arbitration will be conducted by a single arbitrator, and judgment on the arbitration award may be entered in any court having jurisdiction. Each party will bear its own costs and expenses.

11.3 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER, AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS.

11.4 Exceptions

Either party may seek equitable relief (including injunctions) in court for intellectual property disputes or to enforce arbitration provisions.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on our website with a new effective date
• Sending email notifications to registered users
• Displaying prominent notices on our platform

Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and cancel your subscription.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Subject to the arbitration provisions above, you agree to submit to the personal and exclusive jurisdiction of the courts located in Ontario, Canada.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and Learny Centre regarding the Services and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by us.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

14.5 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

14.6 Notices

Notices to you may be sent to the email address associated with your account. Notices to us should be sent to info@learnycentre.com or our mailing address below.

15. Contact Information

If you have questions about these Terms, please contact us using the information above.

16. Acknowledgment

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Last Updated: January 1, 2025