THIS End User Licence Agreement is a binding agreement made between SeeWhy Financial Learning Inc. (“SeeWhy”) and you (the “Licensee” or referred to here as “you”) and applies to your use of the SeeWhy web portal to access its learning and training tools (the "Services"). Each of the Services included is described more fully on our web portal. You must read, agree with and accept all of the terms and conditions contained in this Agreement. By using the Services, you acknowledge that you have agreed to this Agreement and that you are a student and subscriber of the Services directly with SeeWhy, regardless of how you were referred or where your link to SeeWhy originated.
This Agreement applies in addition to the any Subscriber Agreement and any other agreement to which you have entered into with SeeWhy to your use of the Services.
This single-user subscription licence is for your sole personal use and access, sharing is not permitted, and you cannot transfer or assign your subscription to anyone else under any circumstances. Activity that is indicative of subscription sharing is flagged and your subscription may be immediately terminated without refund. Factors include (but are not limited to): individual activity attempts, simultaneous logins (logins occurring at the same time from different devices), and fluctuating quiz scores.
As trainers, we understand that a student may wish to complete a module as many as 5 or 10 times, although in many cases, once or twice is sufficient. However, to accommodate varying study styles, each individual subscription allows for a maximum of 25 attempts on any single activity. If this threshold is met on even a single test, your subscription automatically expires (without exception) and without refund. Should you feel you need additional attempts, you would be required to purchase another subscription.
End User License Agreement (EULA)
- This single-user subscription licence is for your sole personal use and access, sharing is not permitted, and you cannot transfer or assign your subscription to anyone else under any circumstances. The learning management system uses an algorithm to flag activity that is indicative of subscription sharing. Factors include (but are not limited to): individual activity attempts (maximum of 25 on any single activity), simultaneous logins (logins occurring at the same time from different devices), and fluctuating quiz scores. Failure to comply will result in your subscription expiring.
- Your access licence is valid for the subscription time period noted on the product page from which you purchased, or as indicated to you from your referring firm, subject to the conditions outlined in item #1 above. If you are unclear of the subscription period, your learning center indicates your course subscription end (due) date. Please take note and mark the expiration date on your calendar. Your subscription time period is NOT necessarily the same as your course/exam provider's time period.
- In the unlikely event that you do not pass the exam, and your subscription includes a money back guarantee, you must forward your official failure notice to SeeWhy Financial Learning using the submission form found at https://seewhylearning.com/money-back-guarantee/ within 5 days of writing your exam. This must be the PDF copy that most course providers make available in their learning centre for your access. If you qualify, your subscription will be terminated and your purchase price for the online study tools will be refunded. The Money back guarantee does not apply to the printed version of the textbook summary notes (study guide) if ordered. The money back guarantee is valid for the entire subscription term of this End User License Agreement, subject to the conditions noted at https://seewhylearning.com/money-back-guarantee/.
- Subject to the terms and conditions of this Agreement, SeeWhy hereby grants to you a non-exclusive, non-transferable, non-sub licensable and limited license to access and use the Services for the fees charged to you. You are granted a license pursuant to this Agreement, and the related documentation, to access and use the software as a service that provides the Services together with any and all instructions, user guides, and subsequent updates, whether in printed or machine readable form. This Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, functions or licenses in respect of the Services. Any rights not specifically granted herein are reserved to SeeWhy.
- You are prohibited from: (i) permitting the use of the Services and access to the Services by unauthorized persons; (ii) translating, adapting, modifying, decompiling, reverse engineering, creating derivative works from, disassembling, unlocking, copying or recreating any component of the Services; (ii) combining any portion of the Services with any other software, source codes, data, databases or technologies without the express written permission of SeeWhy; (iii) pledging, mortgaging, hypothecating, encumbering or offering as security in any manner the Agreement, any of the rights granted hereunder or any part of the Services, or components thereof; or (iv) disclosing a license code, creating or using a non-authorized license code or knowingly allow others to do so.
- All rights to all content of the SeeWhy Learning websites, including course study materials either as demonstrations/samples or purchased, tutorials, multimedia, etc. are reserved to SeeWhy. The Services contains proprietary and copyrighted material, and, in its readable form, contains trade secrets and proprietary information owned by SeeWhy. By virtue of this Agreement, you acquire only the right to use the Services and do not acquire any rights of ownership. All rights, title and interest in the Services shall at times remain the property of SeeWhy. Copying of the information provided through the Services and other reference materials is not permitted unless SeeWhy consents in writing to such copying. You may access and use the Services through the internet only and may not obtain, copy or download a full or complete version of the Services or the information accessed through the portal.
- SeeWhy may immediately suspend your license or terminate this Agreement or any license provided for herein immediately upon notice to you if, (a) as each of the terms and conditions of this Agreement is material to the Agreement, the failure of you to comply with any of these terms and conditions or breach any covenant, term or condition of this Agreement will constitute sufficient cause for immediate termination of the Agreement; (b) you attempt a denial of service attack on any of the Services; (c) you are in default of your payment obligations hereunder; (d) SeeWhy receives notice or otherwise determines, in its sole discretion, that you may be using the Services for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; (e) SeeWhy determines in its sole discretion that any of its Services is prohibited by law, or has become impractical or unfeasible for any legal or regulatory reason; (f) you seek to hack or break any security mechanism on any of the Services or SeeWhy otherwise determines that your use of the Services poses a security or service risk to SeeWhy, to any user of the Services, or to any third party, or may subject SeeWhy to any liability or damages whatsoever; (g) SeeWhy determines, in its sole discretion, there is evidence of fraud with respect to your account; or (h) upon your liquidation, commencement of dissolution, disposal of your assets, assignment to the benefit of creditors or if you become the subject of voluntary or involuntary bankruptcy or similar proceeding.
- Termination of this Agreement or any license shall not limit SeeWhy from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve your obligation to pay all fees that accrued prior to such termination.
- Upon the termination of this Agreement for any reason, Sections 11 through 13 will survive any such termination.
- Protecting your privacy is very important to SeeWhy. You authorize SeeWhy, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your Information against third party databases or through other sources.
- In as much as this Agreement enables you to use the Services and access the portal, ALL SOFTWARE, SOFTWARE DOCUMENTATION AND INFORMATION PROVIDED OR MADE AVAILABLE TO YOU BY SEEWHY PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS, WITH ALL FAULTS". SEEWHY DOES NOT PROVIDE ANY WARRANTIES WHATSOVER, INCLUDING THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM, THAT THE SOFTWARE, SOFTWARE DOCUMENTATION, INFORMATION, OR OTHER MATERIALS SUPPLIED WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. SEEWHY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED. IN NO EVENT WILL SEEWHY BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR (I) INJURY, DEATH OR PROPERTY DAMAGE ARISING IN CONNECTION WITH THE PRESENCE, USE OR NON-USE OF ANY PORTION OF THE SOFTWARE, (II) ANY LOSS OF TIME, REVENUES, PROFITS, OR GOODWILL, OR (III) ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE USE OF, THE INABILITY TO USE OR THE MISUSE OF THE SOFTWARE. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND SEEWHY.
- DUE TO THE UNCERTAIN AND SUBJECTIVE NATURE OF LITIGATION FOUNDED IN CLAIMS OF NEGLIGENCE ARISING FROM INJURY, SEEWHY DOES NOT WARRANT OR GUARANTEE THAT THE SOFTWARE PROVIDES IMMUNITY FROM LEGAL LIABILITY FOUND IN SUCH CLAIMS.
- SeeWhy will assume no responsibility for any failure of the web portal or the internet while providing access to the Services during the term or any extension thereof or for any problems or technical malfunction of a telephone network or lines, computer on-line systems, servers, access providers, computer equipment, software, or any combination thereof including any injury or damage to your or any other person's computer related to or resulting from accessing the Services. You further acknowledge that our ability to provide the Services to you is subject to the availability of service from their party providers.
- In addition to our rights to terminate the Services as described above, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Services; (b) any event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Downtime"). Without limitation to Section 11, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Downtime. To the extent we are able, we endeavour to post advance notice on the SeeWhy web portal regarding any Downtime and resumption of Services following any such Downtime, but shall have no liability if we fail to do so.
- You agree that SeeWhy may amend or modify this Agreement at any time or from time to time by posting a revised version of the Agreement on the SeeWhy web portal. The revised terms shall be effective upon posting unless otherwise expressly stated. By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any fee schedule posted from time to time, you agree to be bound by the revised Agreement or revised fee schedules. It is your responsibility to check the SeeWhy web portal regularly for changes to this Agreement or the fee schedules, as applicable.
- This Agreement shall not be construed so as to constitute any of the parties hereto as partners or joint venturers or co-enterprisers or so as to create any other form of legal association which imposes liability upon any party for the acts or omissions of the other party. The parties agree to perform such acts and execute and deliver such documents as may be necessary or desirable from time to time in order to give full effect to the provisions hereof.
- Failure by any party to take action against the other shall not affect its right to require full performance of this Agreement at any time thereafter. The waiver by any party of the breach of any provision of this Agreement by another party shall not operate or be construed as a waiver of any subsequent breach by such party. Should any term, covenant or condition of this Agreement or the application thereof to any person or circumstance be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.
- Any notice required or permitted to be given hereunder by a party shall be given by sending such notice, properly addressed to the other party's address set forth on the first page of this Agreement, by prepaid registered mail or telecopier. All notices shall be deemed received five (5) days after the date of mailing if sent by prepaid registered mail (except in the event of disruption of postal services), or at the time of transmission if sent by telecopier.
- You shall not be entitled to assign any of its rights, title and interest in this Agreement without the prior written consent of SeeWhy, such consent not to be unreasonably withheld or delayed.
- This Agreement, along with the Subscriber Agreement and any applicable policies and agreements on the SeeWhy web portal, sets forth the entire understanding between you and SeeWhy with respect to the your use of the Services accessed through the SeeWhy web portal. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
- This Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
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