Website Terms and Conditions of Use

Last Updated:  Feb, 18th, 2018

  1. Terms

The Off2Class.com website (collectively, the “Site”) is owned by Global Online Language Services Inc. doing business as “Off2Class” (“Off2Class”, “we”, “us”, “our”).  By accessing the Site, you (“you”, “Customer”, “your”) are agreeing to be bound by these Website Terms and Conditions of Use (“Terms” or “Agreement”), our Privacy Policy all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws in the jurisdiction(s) in which you live or access this Site. If you do not agree with any of the Terms, you are prohibited from using or accessing this Site.

All content, programs and materials, including without limitation, lesson content, homework activities, placement tests, placement certifications, professional development webinar recordings, blog articles and educational games on this Site (the “Materials”) are protected by applicable intellectual property law.

Off2Class reserves the right to modify the Terms at any time by posting a notice on the home page of this Site. Your use of this Site after the notice is posted indicates your agreement to be bound by the then current version of the Terms.

  1. Access to this Site

In order to use this Site, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content and pay any service fees associated with such access. System availability and access to the services available on this Site may be limited or unavailable for reasons which may include, without limitation, system performance. Off2Class makes no representations, warranties or assurances as to the availability of this Site.

  1. Services

The Site combines interactive English as a Second Language (“ESL”) lesson content (“ESL Lesson Content”) with the power of a student management system (the “Student Management System”) (collectively, the “Services”).  The ESL Lesson Content and Student Management System can be customized through various packages to meet the needs of the users.

By purchasing a subscription to the Services (“Subscription”) and registering for an account (“Account”), the Customer can provide the following “Authorized Persons” with access to the Services and the accompanying Materials.  Where the Customer is a school board or school administrator, Authorized Persons are teaching staff and students of the school.  Where the Customer is a teacher or tutor, Authorized Persons are students of the teacher or tutor.

The Customer is responsible for the use of the Site, Services and Materials by all Authorized Persons, in accordance with these Terms, including without limitation, the Code of Conduct as set out below.

In cases where you have authorized a minor to use the Site, you recognize that you are fully responsible for: (a) the online conduct of such minor; (b) controlling the minor’s access to and use of the Site; and (c) the consequences of any misuse by the minor. Please refer to our Privacy Policy regarding the provision of Personal Information of minors.

Certain portions of the Site and certain Services and Materials may be accessible free of charge and without registering for an Account, or may be available on a free trial basis once you have registered an Account (as discussed below).

  1. Intellectual Property

These Terms do not transfer from Off2Class  to you any intellectual property owned by Off2Class or a third party and all right, title and interest in and to such intellectual property will remain (as between the parties) solely with Off2Class. Off2Class, Off2Class.com and the Off2Class logo, and all other trademarks, service marks, graphics and logos used in connection with this Site are the intellectual property of Off2Class.  Other trademarks, service marks, graphics and logos used in connection with this Site may be the intellectual property of other third parties. Your use of this Site grants you no right or license to reproduce or otherwise use any Off2Class or third-party trademarks.

  1. Limited Use License

Upon paying the applicable fees for the Subscription as set out in the order process (“Fees”), Off2Class grants the Customer a limited use license to use the Site, Services and Materials solely for non-commercial use, or commercial use strictly limited to teaching ESL classes, for your own commercial reward (the “Use License”). This Use License is not a transfer of title and only entitles the Customer to use the Site, Services and Materials in accordance with these Terms and any additional terms and conditions as agreed to in writing by Off2Class and the Customer.

Nothing in this Agreement shall be construed as conferring any right to any intellectual property of Off2Class, its affiliates or any other person or entity owning the intellectual property in the Materials provided on this Site.

In the event you download software from the Site, the software including any files, images incorporated in or generated by the software and data accompanying the software (together, the “Software”) are non-exclusively licensed to you by Off2Class.  Off2Class does not transfer title in and to the Software to you. As between you and Off2Class, Off2Class retains full and complete right, title, and interest in and to the Software and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse-engineer or disassemble the Software.

The Use License shall automatically terminate if you violate any of the restrictions as set out in the Code of Conduct below and may be terminated by Off2Class at any time. Upon the termination of the Use License, you can no longer view the Materials or use the Services on the Site.  Your unauthorized use of the Site may violate applicable laws and we reserve all rights to pursue any additional remedy we may choose.

  1. Code of Conduct

All users of this Site (including schools, teachers, tutors and students) are required to comport themselves responsibly on this Site. Off2Class reserves the right to terminate any Account on this Site without cause at any time for any conduct it determines, in its sole discretion, damages Off2Class’ reputation, the usability of this Site or the user experience of persons other than yourself.

(a) Prohibited Uses: Without limiting the generality of the foregoing, users of the Site may not:

(i) post to the Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other content that violate any law;

(ii) act in a manner that invades the personal, property or publicity rights of any person;

(iii) use the Materials for any commercial purpose, other than as defined under the Use License, or for any public display (commercial or non-commercial);

(iv) include such Materials in or with any product or service that you create or distribute;

(v) scrape, reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of this Site, use of this Site, or access to this Site, or any of the Materials on this Site;

(vi) establish: (1) a hyperlink, including a deep link, to any page or location on this Site or any of the Materials on this Site; or (2) a frame containing any portion of this Site or any of the Materials on this Site, on any other website or text document with hyperlink capabilities without the express written permission of Off2Class; or (3) copy such content onto your or any other website or publication;

(vii) attempt to decompile or reverse engineer any software contained on this Site;

(viii) remove any copyright or other proprietary notations from the Materials;

(ix) transfer the Materials to another person or “mirror” the Materials on any other server; or

(x) direct any other person to do any of the foregoing.

Off2Class will investigate occurrences that may involve such violations and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.

(b) Security of User Name and Password: When you open an Account to use or access this Site, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and are not entitled to provide your user name or password or otherwise facilitate access to the Account to any other person. You may not use the Account, user name, or password of someone else at any time. You agree to notify Off2Class immediately of any unauthorized use of your Account, user name, or password. Off2Class shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge or consent. You may be held liable for any losses incurred by Off2Class, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account or password.

(c) User-Generated Content: Certain features of the Site’s Services allow Customers to upload content (images, video, text), which has not been created by Off2Class (“User-Generated Content”).

Off2Class does not claim any ownership rights to User-Generated Content. After posting User-Generated Content to the Site, Customers continue to retain any ownership rights that Customers have to User-Generate Content. User-Generated Content that you upload to the Site needs to comply with these Terms.

You hereby grant Off2Class a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licenseable, and transferable right and license to use, reproduce, create derivative works of, distribute, publicly perform, and publicly display User-Generated Content that you upload to the Site, in any and all media formats or channels, whether now known or hereafter devised, including, but not limited to, the Site, without payment and without further consent or notice to you. Without limiting the foregoing, you agree that User-Generated Content you remove from the Site may persist for a reasonable amount of time in backup copies.

You hereby agree that if User-Generated Content that you upload to the Site is removed from Off2Class owing to a violation of these Terms, including in response to any copyright takedown notice or because such User-Generated Content contains illegal or otherwise objectionable images, Off2Class shall have the right to use and reproduce User-Generated Content that you upload to the Site in response to any subpoena or other judicial or administrative order; to assist government enforcement agencies or as otherwise required by law; and to protect the rights, property, or safety of Off2Class, any individual, or the general public. If User-Generated Content that you upload to the Site is lost, altered, damaged, misused, or otherwise irretrievable, you agree to, and hereby do, waive and release Off2Class from any and all liability with respect thereto.

You are responsible for making sure that you have all rights to User-Generated Content that you upload to the Site, including the rights necessary for you to grant the foregoing licenses to User-Generated Content that you upload to the Site. You are solely responsible for User-Generated Content that you upload to the Site. Off2Class does not guarantee any confidentiality or privacy protections with respect to any of User-Generated Content that you upload to the Site.

Additionally, you understand and agree that User-Generated Content that you upload to the Site that is displayed on the Site may continue to appear on the Site even after you have deactivated your Site Account or terminated these Terms, as portions of User-Generated Content that you upload to the Site may have been incorporated into other Off2Class features, including, but not limited to, profiles, community boards, third-party social-sharing sites, RSS feeds, and other features.

  1. Disclaimer

The Materials are provided “as is”. To the greatest extent permitted by law, Off2Class makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Off2Class does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the Materials on this Site or otherwise relating to such Materials or on any websites linked to this Site. Customer expressly agrees that they will not hold Off2Class liable for any reliance they or any Authorized Person, including but not limited to teaching staff and students, places on any Materials found on the Site.

  1. Limitations

In no event shall Off2Class or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption), arising out of the use or inability to use the Materials on this Site, even if Off2Class or a Off2Class authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. Subject to the aforesaid qualification, Off2Class’ liability shall be limited to the full extent of the law in the applicable jurisdiction. To the extent applicable, you agree by using any Materials on this Site that any of the aforesaid limitations are reasonable

  1. Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Off2Class, our officers, directors, employees, affiliates, parents, subsidiaries, related entities and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Materials contained on the Site or your breach of these Terms. Off2Class shall provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit or proceeding.

10. Free Trial

If Customer registers on the Site for a free trial, we will grant access to the Site and certain Services on a trial basis free of charge until the earlier of:  (a) the end of the free trial period for which you registered to use the applicable Services; or (b) the start date of any Subscriptions ordered by Customer.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST AND/OR DESTROYED AND/OR WITHHELD UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE FREE TRIAL OR PURCHASE UPGRADED SERVICES, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (FOR EXAMPLE, FROM HEAVY EDITION TO MEDIUM EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE FREE TRIAL YOUR DATA MAY BE PERMANENTLY LOST AND/OR DESTROYED.

NOTWITHSTANDING SECTION 4 AND SECTION 5 DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND OFF2CLASS SHALL ACCEPT NO LIABILITY WHATSOEVER (TO THE FULLEST EXTENT PERMISSIBLE BY LAW) IN RESPECT OF THE SERVICES.

Please review the user guide during the trial period so that you become familiar with the features and functions of the Services before you make your purchase.

11. Payment and Renewal

In consideration for providing the Services applicable to the relevant Subscription, Customer agrees to pay to Off2Class the Fees, without any set-off or deductions of any kind, as such order process may be amended from time to time in accordance with the terms hereof. Payment for the Fees shall be due and payable as specified in the order process. Due to the nature of the technology required to produce the Services and Internet instability, service interruptions may occur from time to time. No full, partial, or prorated refunds of the Fees will be made as adjustment for any such service interruption. Customer hereby acknowledges that changes in the nature of this Site’s Services that may be offered under these Terms that are beyond the control of Off2Class do not constitute grounds for any full or partial refund of any advance fees paid.

Prices set out in the order process are exclusive of all taxes and Customer shall pay (and Off2Class  shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency or similar body in connection with this Agreement, including any payment due pursuant to this agreement, including, without limitation, any federal, state/provincial/territorial and local sales, use, goods and services, value-added and personal property taxes on any payments due to Off2Class  in connection with this Agreement, except for tax based solely on the net income of Off2Class.

Fees for Subscription will be charged on a pre-pay basis on the day Customer signs up for a Subscription and will cover the use of that Service for a monthly or annual Subscription period as indicated. Fees are not refundable.

Off2Class shall have the right to increase the prices for its Service at any time. Customer’s continued use of the Services shall be deemed acceptance of any price increase.

Unless you notify Off2Class before the end of the applicable Subscription period that you want to cancel a Subscription, your Subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly Subscription Fee (as the case may be) for such Subscription (as well as any applicable taxes) using any credit card or other payment mechanism we have on record for you. Subscriptions can be cancelled at any time in the Profile section of this Site. No refund will be made in the event that you request to cancel a Subscription after it has been purchased in accordance with these Terms.

DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR SUBSCRIPTION PERIOD WILL BE PERMANENTLY LOST AND/OR DESTROYED AND/OR WITHHELD UNLESS YOU CONTINUE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY YOUR EXISTING SUBSCRIPTION OR PURCHASE UPGRADED SERVICES. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE SUBSCRIPTION PERIOD TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE SUBSCRIPTION (FOR EXAMPLE, FROM HEAVY EDITION TO MEDIUM EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY YOUR SUBSCRIPTION, YOUR DATA MAY BE PERMANENTLY LOST AND/OR DESTROYED.

12. Revisions and Errata

The Materials appearing on this Site could include technical, typographical, or photographic errors. Off2Class does not warrant that any of the Materials on this Site are accurate, complete, or current. Off2Class may make changes to the Materials contained on this Site at any time without notice. Off2Class does not, however, make any commitment to update the Materials.

13. Links

Off2Class has not reviewed all of the websites linked to this Site and is not responsible for the contents of any such linked websites. The inclusion of any link does not imply endorsement by Off2Class of the linked website. Use of any such linked website is at the user’s own risk.

14. IELTS

IELTS is a registered trademark of University of Cambridge ESOL, the British Council, and IDP Education Australia. Off2Class is not affiliated, approved or endorsed by the University of Cambridge ESOL, the British Council, and IDP Education Australia. All other trademarks on this website are the property of their respective owners.

15. TOEFL

TOEFL is a registered trademark of Educational Testing Service (ETS). Off2Class is not endorsed or approved by ETS.

16. Professional and Business Premium Set-Up Packages

a) Off2Class sells two Premium Set-Up Packages, one referred to as ‘Professional’ and the other ‘Business’. Customer who purchases a Premium Set-Up Package is granted a right to place a personal logo on certain parts of the Site and the Site content. The right granted to Customer to place a personal logo on certain parts of the Site and the Site content can be revoked by Off2Class at any time. Breaching any Terms set forth and agreed hereto results in an automatic forfeit, by Customer, of their right to place a personal logo on certain parts of the Site and the Site content.

b) It is expressly agreed, that the purchase of a Professional or Business Premium Set-Up Package does not alter any Terms set forth and agreed hereto. If the purchase of such package includes a “white label” service, whereby the Customer is entitled to post its own Terms and Conditions and Privacy Policy on the Site, or the version of the Site provided to the Customer does not include Off2Class’s Terms and Conditions and Privacy Policy, Customer agrees that the Code of Conduct as set out in section 6 above shall be included in the Customer’s Terms and Conditions posted on the Site.

17. Miscellaneous

a) Governing Law: This Agreement shall be governed by the laws of the province of Ontario and the applicable laws of Canada, without regard to conflicts of law provisions. The parties agree that the exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, this Agreement or the Services or Subscriptions provided in connection therewith shall be in the provincial and federal courts located in Ontario.

b) Entire Agreement: This Agreement is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by any affiliate, employee, or agent of Off2Class, which are not included in this Agreement, shall be binding on Off2Class or its affiliates.

c) Amendments: You may not modify or amend this Agreement, in whole or in part, without the prior written consent of an authorized representative of Off2Class. However, Off2Class may replace this Agreement from time to time and your subsequent use of this Site, or any Materials provided through this Site, will be subject in all respects to the terms and conditions of such Agreement in force at the time of such subsequent use. You are advised to check this Agreement regularly for any modifications.

d) Waiver: No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both parties and Off2Class’ failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

e) Severability: If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

f) Interpretation: This Agreement shall inure to the benefit of Off2Class and its subsidiaries and affiliates. Any and all references in this Agreement to Off2Class and its affiliates shall, where the context so permits, include Global Online Language Services Inc.’s parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for convenience only and shall have no legal or interpretive effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on this Site.

g) Relationship: The relationship between Off2Class and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or your use of the Site.

h) Assignment: Off2Class may assign or novate its rights and obligations under this Agreement to any party at any time without prior notice to you and without any need for consent from you.

i) Email Communication:When you contact us or register for an Account on this Site, you consent to receive communications from us electronically related to your Account. You agree that any such communication via email shall constitute legal written communication in compliance with any and all legal notice requirements (to the fullest extent possible by law).

j) Language of Agreement: The parties have agreed that this contract and all related documents be drafted in English. Les parties aux présentes ont demandé et convenu que le présent contrat et tout document y afférent soient rédigés en anglais.

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