Thanks for choosing the Services offered by Esikidz.com (referred to as “Esikidz”, “we”, “our”, or “us”). This Agreement is a legal agreement between you and Esikidz. By clicking “I Agree,” indicating acceptance electronically, or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.
We periodically update these terms. If you have an active Esikidz.com subscription, we will let you know when we do via an email.
Part A – GENERAL TERMS
This Agreement describes the terms governing your use of the Esikidz services provided to you on this website, including Content (defined below), updates and new releases (collectively, the “Services”). This Agreement includes by reference:
· Esikidz Privacy Statement provided to you in the Services and available on the website for the services or provided to you otherwise.
· Additional terms and conditions, which may include those from third parties.
· Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Esikidz. Esikidz reserves all other rights in the Services. Until termination of this Agreement and if you meet any applicable payment obligations and comply with this Agreement, Esikidz grants to you a personal, limited, nonexclusive, non-transferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
· Provide access to or give any part of the Services to any third party.
· Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
· Decompile, disassemble, or reverse engineer the Services.
· Make the Services available on any file-sharing or application hosting service.
For Services offered on a payment or subscription basis, the following terms apply, unless Esikidz or its third-party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
a. Payments will be billed to you in Canadian dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
b. You must pay with one of the following:
1. A valid credit card acceptable to Esikidz;
2. A valid debit card acceptable to Esikidz;
3. By another payment option Esikidz provides to you in writing.
c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
e. Esikidz will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.
f. Additional cancellation or renewal terms may be provided to you on the website for the Services.
4. USE WITH YOUR MOBILE DEVICE
Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
ESIKIDZ MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
(i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
(ii) ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
(iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. YOUR PERSONAL INFORMATION
You can view Esikidz Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Esikidz Privacy Statement and any changes published by Esikidz. You agree that Esikidz may use and maintain your personal information according to the Esikidz Privacy Statement, as part of the Services. This means that Esikidz may use your personal information to improve the Services or to design promotions and to develop new products or services. Esikidz may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
6. CONTENT AND USE OF THE SERVICES
6.1 Responsibility for Content and Use of the Services.
a. Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant Esikidz a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Esikidz is not responsible for any of your Content that you submit through the Services.
b. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
i. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation that which is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, provincial, federal or foreign law;
ii. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
iii. Except as permitted by Esikidz in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
iv. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
v. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.
6.2 Restricted Use of the Services.
You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Esikidz or could subject Esikidz to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in Esikidz’s opinion, is prohibited under this Agreement; (v) any other activity that places Esikidz in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an Esikidz system or network or to breach Esikidz’s security or authentication measures, whether by passive or intrusive techniques. Esikidz reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
6.3 Community forums
The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Esikidz does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Esikidz is not responsible.
6.4 Esikidz may freely use feedback you provide
You agree that Esikidz may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Esikidz a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Esikidz in any way.
6.5 Esikidz may monitor Content. Esikidz may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Esikidz or its customers, or operate the Services properly. Esikidz, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS
7.1 Esikidz does not give professional advice. Unless specifically included with the Services, Esikidz is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other Esikidz Services. You may be offered other services, products, or promotions by Esikidz (“Esikidz Services”). Additional terms and conditions and fees may apply. With some Esikidz Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Esikidz permission to use information about your business and experience to help us to provide the Esikidz Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Services.
7.3 Communications. Esikidz may be required by law to send you communications about the Services or third-party products. You agree that Esikidz may send these communications to you via email or by posting them on our websites.
7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Esikidz if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8. DISCLAIMER OF WARRANTIES
8.1 IF YOU ARE A QUEBEC CONSUMER, THIS PROVISION IS NOT APPLICABLE TO YOU REFER TO SECTION 16. YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESIKIDZ, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. ESIKIDZ AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES OR CONDITIONS DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.
8.2 ESIKIDZ, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
9. LIMITATION OF LIABILITY AND INDEMNITY
IF YOU ARE A QUEBEC CONSUMER, THIS PROVISION IS NOT APPLICABLE TO YOU REFER TO SECTION 16. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF ESIKIDZ, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, ESIKIDZ, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET ESIKIDZ SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF ESIKIDZ AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF ESIKIDZ, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Esikidz and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable legal fees and disbursements on a full indemnity basis, arising out of your use of the Services or breach of this Agreement, including third party claims (collectively referred to as “Claims”). Esikidz reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Esikidz in the defense of any Claims.
If you are a Quebec Consumer, this provision is not applicable to you refer to Section 16. We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.
Esikidz may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Esikidz policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Esikidz’s interests or those of another user of the Services. Upon Esikidz’s notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Esikidz’s rights to any payments due to it. Except for Consumers in Quebec, Esikidz may terminate a free account at any time. If you are a Quebec Consumer refer to Section 16. Sections 2.2, 3 through 16 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT RESTRICTIONS
You acknowledge that the Services, including the mobile application, and the underlying software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations under the Export and Import Permits Act as well as the U.S. export controls regulations administered by the U.S. Department of Commerce (15 CFR, Chapter VII[QA1] ) and that you will comply with all applicable laws and regulations. You will not export or re-export any part of the Services, in violation of the Canadian and U.S. export administration laws and regulations, directly or indirectly. You further acknowledge that the underlying software may include technical data subject to such Canada and U.S. export regulations.
13. GOVERNING LAW
If you are a Quebec Consumer, this provision is not applicable to you refer to Section 16. The Province of British Columbia and the federal laws of Canada govern this Agreement without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Province of British Columbia and the Courts of the Province of British Columbia. Esikidz does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.
If you are a Quebec Consumer, this provision is not applicable to you refer to Section 16. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern.
This Agreement, including the Additional Terms below, is the entire agreement between you and Esikidz regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the Jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of Esikidz. However, Esikidz may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Esikidz or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Esikidz via an email to: firstname.lastname@example.org.
16. PROVINCE SPECIFIC TERMS
These terms apply only to Consumers in the following province. In the event of a conflict or inconsistency between the terms of this Agreement and this Section 16, the terms of this Section 16 shall apply:
Quebec Consumers. If you are an individual residing in the Province of Quebec and you are not using the Services for the purposes of a business (“Québec Consumers”), the following terms apply to you:
Disclaimer of warranties. The sole warranty applicable to this Agreement and the Services is the legal warranty provided under the Civil Code of Québec and any warranty provided for under the Consumer Protection Act (Québec).
Limitation of liability and indemnity.
SUBJECT TO APPLICABLE LAW, ESIKIDZ AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET ESIKIDZ SYSTEMS REQUIREMENTS.
Changes. The provisions relating to the Services, the price and payment terms for the Services, the party providing the Services, renewal and termination rights, and any provision of the Esikidz Privacy Statement may be modified or amended upon thirty (30) days prior written notice setting out (i) the new clause or the amended clause and the clause as it read formerly, and (ii) the date of the coming into force of the such modification or amendment. If we do not allow you to maintain this Agreement unamended, you will have the right to terminate this Agreement during the notice period.
Termination. Termination of this Agreement by Esikidz without default by you is only effective upon sixty (60) days prior written notice.
Governing law. This Agreement shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein. You agree to the exclusive jurisdiction of the Province of Quebec and the Courts of the Province of Quebec. You are accessing the Services on your own initiative and you are responsible for compliance with all applicable laws.
Language. This Agreement is available in both French and English language versions. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.
May 2019 (Canada)
P ART B - ADDITIONAL TERMS AND CONDITIONS
Your use of the following Services provided by Esikidz are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.
If this Agreement is being entered into by a company or other legal entity, you represent that you have the authority to enter this Agreement to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, nor use or access the Services as an authorized representative. Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
1.1. EsiKidz.com. EsiKidz Childcare software platform (“EsiKidz”) is an online solution for Childcare center that provide different childcare programs to parents and the families who have their child(ren) in the childcare centers who are Esikidz’s customers, and any people who has child care relative needs. As a childcare center owner, administrator and or manager, if you subscribe to EsiKidz, you will be able to create and manage Accounts of your staff, families who has child(ren) enrolled in your childcare center. EsiKidz also provides you with professional tools and access to our Childcare Center E-Commerce and online community Program, which is subject to separate terms and conditions.
1.2. Modification to Services. If you are a Quebec Consumer, this provision is not applicable to you refer to Section 16. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
2.1. Types of Users. The Services allow the following types of access and user rights: On behalf of a childcare center, when you initially register for and create an account for a Service, you are, or an individual that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, accountant, agents, and clients. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. As a parent user when you initially register for and create an account for a Service, you are, or an individual that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your spouse, family members, close friends. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. With respect to EsiKidz Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
2.2. For Administrators. As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Esikidz customers, but that you are responsible for your Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services.
2.3. For Additional Users. As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.
3.1. Payment for Services. The Services are licensed on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the license. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.
3.2. Subscription Cancellation. The Administrator may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In the event that Esikidz is unable to charge a User’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, Esikidz has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Esikidz is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
4. ACCOUNT FEATURES
4.1. Trial Version. We may enable trial version of Esikidz service from time to time. If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period“). You must decide to subscribe to the Services within the Trial Period in order to retain access to any Content provided or created during the Trial Period. If you do not subscribe to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the Content you added to or created with the Services during the trial.
4.2. Beta Features. From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. Except as prohibited by law, the Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. Unless you are a Quebec Consumer as defined in Section 16 above, you acknowledge and agree that all use of any Beta Feature is at your sole risk.
5.1. Personal Data. If you are providing data to us that is not your personal information, you agree that you have either provided the owner of such personal information notice or received permission from the owner of such personal data, as required by applicable law, for us to: (a) use or disclose the data in accordance with the Esikidz Privacy Statement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, (c) provide the data to Third Party Products that you approve, and (d) otherwise use and disclose the data in accordance with this Agreement. You acknowledge and agree that Esikidz may provide data in your account to any Additional Users to which that data is applicable or personal.
5.2. Public Content. As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data with other Users, other Esikidz customers, and other third parties. When sharing any Content, you agree not to share any confidential information. If you have the option of accessing another User’s Content, you understand and agree that the Content is being provided by the User, and not Esikidz, for information and guidance purposes only, and Esikidz and such User are not responsible in any way for your use of the Content.
5.3. Telephone numbers. You may provide us with your telephone number as part of your customer record or registration. You agree that Esikidz may send automated text messages and auto-dialed messages to the telephone number you provide for certain limited purposes, including: verifying your identity, providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.
5.4. Email Addresses. You may provide us with your email address as part of your customer record or registration. You agree that Esikidz may send personalized and automated email messages to the email address you provide for certain limited purposes, including: verifying your identity, providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services, or other Esikidz’s products and services related messages.
6. OTHER PRODUCTS AND SERVICES
6.1. Third Party Products. By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third-Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Esikidz is not affiliated with Third Party Products and does not endorse or recommend any Third-Party Products. Except as prohibited by law, you agree that the providers of the Third-Party Products, and not Esikidz, are solely responsible for their own actions or inactions, and Esikidz is not liable for any damages, claims or liabilities arising out of or related to any Third-Party Products. You agree that you will (a) review and comply with all Third-Party Product terms and conditions, and (b) not use the Third-Party Product in any manner that would infringe or violate the rights of Esikidz or any other party or in furtherance of criminal, fraudulent or other unlawful activity.
6.2. Data Transfer Service.
(a) We may provide you with the opportunity to transfer your data and Content from the Services to certain supported online Third-Party Products or other online services that you sign up for or use in connection with the Services (the “Data Transfer Service”). You may need to be an active subscriber of the Third-Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third-Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary log in information from time to time (“Login Details”). We will maintain your Login Details in encrypted form and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Esikidz and you expressly appoint Esikidz as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third-Party Products or Ancillary Services on your behalf. With respect to each Data Transfer Service, you grant Esikidz the right to transfer data to the Third-Party Product or Ancillary Service, and to reformat and manipulate the data as reasonably necessary for the data to function with such product or service. After the transfer occurs, the original data and Content will remain in the Services unless we disclose to you otherwise.
(b) You agree that you will (a) review and comply with all Third-Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (b) not use the Data Transfer Service in any manner that would infringe or violate the rights of Esikidz or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. Depending on the Third-Party Product or Ancillary Service you choose, you further agree and acknowledge that your data, including your personal information, may be transferred through the Data Transfer Service to another country where security and privacy controls may not be adequate for data protection. We do not guarantee that you will be able to use the Data Transfer Service with any specific products or services. You will only have access to the Data Transfer Services during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.
6.3. Data Receipt Service.
(a) We may provide you with the opportunity to transfer certain data from a Third-Party Product or an Ancillary Service to these Services (the “Data Receipt Service”). You may need to be an active subscriber of the Third-Party Product or Ancillary Services to use the Data Receipt Service. In order to access a Third-Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. We will maintain your Login Details in encrypted form and will only use them in connection with the Data Receipt Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Esikidz and you expressly appoint Esikidz as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third-Party Products or Ancillary Services and retrieve data on your behalf. With respect to each Data Receipt Service, you grant Esikidz the right to transfer data to the Services, and to reformat and manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and Content may not remain in the Third-Party Product or the Ancillary Services; please review the terms of those products and services to confirm.
(b) You agree that you will (i) review and comply with all Third-Party Product and Ancillary Service terms and conditions before you access the Data Receipt Services, and (ii) not use the Data Receipt Services in any manner that would infringe or violate the rights of Esikidz or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third-Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third-Party Products, and not Esikidz, are solely responsible for their own actions or inactions. Esikidz is not liable for any damages, claims or liabilities arising out of or related to any Third-Party Products.
6.4. Third Party Code. The Services use PDF file editing software (“Third Party Code”), which is subject to the following additional license terms. You agree that you (a) will use the Third Party Code or other PDF file editing software only as an integral component of the Services; (b) will not use the Third Party Code for development, compilation, debugging and similar design-time purposes; (c) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Third party Code or attempt to do any of the foregoing in relation to the object code of the Third Party Code; and (iv) will not modify, adapt, translate or create any derivative works of the Third Party Code or merge the Third Party Code into any other software.
6.5. Service Providers. We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.
7. ESIKIDZ IS NOT A BUSINESS OPERATION PROVIDER, PROFESSIONAL BUSINESS CONSULTANT, FINANCIAL PLANNER, BROKER OR TAX ADVISOR. NEITHER ESIKIDZ NOR THE SERVICES ARE INTENDED TO PROVIDE BUSINESS, LEGAL, TAX OR FINANCIAL ADVICE. The Services are intended only to assist you in your general business operation optimization. Your personal business and financial situation are unique, and any information and advice obtained through the Services may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any business and operation strategy, you should consider obtaining additional information and advice from your business partners or other professions who are fully aware of your individual circumstance.
8. ONLINE NOTIFICATION AND DISCLAIMER
8.1 Esikidz will provide you with account-related notifications due to inaction on your account, confirmation of information and reminders to categorize your transactions. These notifications will be sent to the email address you have provided as your primary email address when you register for the Services. Anyone with access to your email will be able to view the content of these notifications.
8.2 You understand and agree that any notifications provided to you through the Services may be delayed or prevented by a variety of factors. Esikidz does its best to provide notifications in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any notification. You also agree that Esikidz shall not be liable for any delays, failure to deliver, or misdirected delivery of any notification; for any errors in the content of a notification; or for any actions taken or not taken by you in reliance on a notification.
9. COMMUNICATION SERVICES
We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services (“Communication Services”). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to Esikidz’s use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. Esikidz’s systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services.
10. APPLE REQUIREMENTS
If you downloaded the Services from the Apple iTunes Store the following apply:
10.1. Acknowledgement: You acknowledge that this Agreement is between you and Esikidz only, and not with Apple, and Esikidz, not Apple, is solely responsible for the Services and the content thereof.
10.2. Scope of License: The license granted to you for the Services is a limited, non-transferable license to use the Services on an iOS product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.
10.3. Maintenance and Support: Esikidz and not Apple is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
10.4. Warranty: Esikidz is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services in the Apple iTunes App Store to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Esikidz’s sole responsibility, as between Esikidz and Apple.
10.5. Product Claims: Esikidz, not Apple, is responsible for addressing any user or third-party claims relating to the Services or the user’s possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
10.6. Intellectual Property Rights: You acknowledge that, in the event of any third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
10.7. Legal Compliance: You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
10.8. Developer Contact Info: Direct any questions, complaints or claims to: Esikidz Enterprises Inc., 5003 Minoru Blvd. Richmond, British Columbia, V6X 2B1, Canada.
10.9. Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary thereof.
Feb. 2021 (Canada)