Terms of Service

Last Updated: June 3, 2020

Your purchase and use of our products and services ("Services") offered by StudySesh Inc. ("StudySesh"), including your access to our domain and our respective subdomains (the “Site(s)”) and StudySesh mobile apps (the “App(s)”), are subject to these terms and conditions (“Terms”).  If You purchase a Service for use by another (for example, a parent purchasing for a child) these Terms govern both you and other(s) who use any Service you purchase (collectively, “You” or “Yourself”). You agree to be bound by the Terms, which is an agreement between StudySesh and You. These Terms apply to all visitors, users, and others who access or use the Service.

You may not use the Services or the App(s) for any purpose whatsoever not intended or permitted by StudySesh. For purposes of clarity and without limiting the foregoing, you may not sell anything whatsoever on the Services or the App(s).

If you do not agree to these terms and conditions, in whole or in part, please do not use the Service.

Copyright Notice

Copyright (c) 2020 StudySesh Inc.

Subject to the express provisions of these terms and conditions: StudySesh, together with our licensors, own and control all the copyright and other intellectual property rights in our Services and the material on our Services; and all the copyright and other intellectual property rights in our Services and the material on our Services are reserved.

Children

Children under the age of 13 are not permitted to purchase or use the Service.  Children under the age of eighteen (18) may provide information to StudySesh and participate in the Service only with consent of a parent or guardian.

User Content

If You submit comments, photos and other content to us (“User Content”) through Site(s), apps, social media communities, survey responses, email or otherwise, You grant us an irrevocable, royalty-free, perpetual, transferable, license to use, modify, create derivative Services from, publish, display and sublicense User Content, in whole or in part, in any format solely on the Services and for the sole purposes of the Services, and to associate User Content with your name and/or likeness. You are solely responsible for your User 2 Content.  You represent that You have the right to submit User Content to us and the right to grant us the license described above. You warrant that User Content, and our use thereof, does not and will not infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary or privacy right of any party or individual.Intellectual Property

The Services and the intellectual property rights therein (including without limitation, copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights, in and to Services, all modifications, changes, enhancements, or additions thereto) and all intellectual property rights created by or in relation to the provision of any support or other services by StudySesh pursuant to those terms, are owned by You.

Notwithstanding the foregoing, any intellectual property rights owned by any third party that has not been expressly authorized by the Terms herein or by the third party shall not be used by Yourself for the Services.

You grant StudySesh an irrevocable, royalty-free, perpetual, transferable, license to use, modify, create derivative Services from, publish, display and sublicense the above-mentioned intellectual propery rights and the right to use your data pursuant to the Privacy Policy.

Tutoring Policies

If You purchase a tutoring service, You and your tutor(s) will plan a schedule that is mutually convenient. If You need to cancel or postpone a lesson, You must directly notify your tutor at least 24 hours in advance.

Limitation of Liability

StudySesh, its directors, employees, partners, agents, suppliers, affiliates, SeshLeads, or tutors, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third party on or related to the Service; (iv) any content obtained from or through the Service; (v) any interruption of the Services due to any circumstance or issue, including but not limited to connectivity related issues on behalf of Yourself or StudySesh; and (vi) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

You agree not to conduct the acts stated herein and you further agree to indemnify and hold StudySesh its directors, employees, partners, agents, suppliers, or affiliates and tutors harmless for any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; (iii) StudySesh lawful use of your User Content or intellectual property rights; (iv) your violation of the rights of any third party; or (v) any acts by You that are or may be construed as plagiarism, copyright or intellectual property infringement, misappropriation, and academic misconduct, including but not limited to photocopying any published work, cheating, copying published work, citing a reference without proper citations, and paraphrasing without proper citation.

You will also agree to be held liable and, from time to time, indemnify StudySesh for any unlawful and unauthorized recording of any of the Services for any purpose whatsoever, including but not limited to tutoring sessions.

Disclaimer and Non-Waiver of Rights

StudySesh makes no guarantees, representations or warranties of any kind as regards the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and " AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

StudySesh its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and StudySesh chooses not to immediately act, or chooses not to act at all, StudySesh will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. StudySesh does not waive any of its rights. StudySesh shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Technical Requirements

You will be responsible for meeting and maintaining the minimum technical requirements for your selected purchase in order to access certain features of your Service. Access to Services require internet access, for which StudySesh is not responsible.

Student Code of Conduct

StudySesh may remove from our Service students whom StudySesh deems in its discretion to be disruptive to the online learning environment, dangerous to other students or faculty, have acted in a manner that shows lack of dignity and respect for faculty and/or students, violated any intellectual property rights of StudySesh or others, or have engaged in academic misconduct, such as cheating or violating confidentiality.  Students removed from Services for violations of the Code of Conduct are not eligible for refunds.

Force Majeure

In the event either Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than to make payments then or thereafter due hereunder, it is agreed that on such Party giving notice and full particulars of such Force Majeure in writing to the other Party as soon as possible after the occurrence of the cause relied on, then the obligations of the Party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused but for no longer period, and such cause shall as far as possible be remedied with all reasonable and diligent dispatch by the Party claiming such in order to put itself in a position to carry out its obligations under this Agreement.

The term “Force Majeure” shall mean any causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming suspension and which by the exercise of due diligence such Party could not have prevented, including any act of God, any act or omission of any government authority, explosions, fire, riot, war. Specifically excluded from the definition of Force Majeure is: (a) any labour strike, global pandemic, epidemic, labour dispute, Services stoppages, boycotts, walkouts and other labour difficulties or shortages resulting therefrom; (b) the inability to obtain labour, equipment or other materials or supplies for the Services; (c) changes in market conditions; (d) failure to timely apply for permits or approvals; or (e) any act or event to the extent resulting from the fault or negligence of any person claiming Force Majeure, or the financial inability of any person to perform its obligations under this Agreement.

Dispute Resolution

Any dispute among between StudySesh and a party hereto concerning any matter arising pursuant to or in connection with this Agreement in the performance, breach, amendment, waiver, termination or invalidity thereof (a “Dispute”) shall be definitely settled by arbitration in accordance with the Arbitration Act (Ontario) as modified by this Section. A dispute shall not be made the subject matter of an action in any court by any party hereto and the decision of the arbitrator shall be conclusively deemed to determine the rights and liabilities as between the parties to the arbitration in respect to the matter in Dispute except in cases where a party is seeking, as a remedy to the Dispute, the issue of an interlocutory injunction or another similar remedy and except for the purpose of filing the award or obtaining an order of enforcement, as the case may be, for the purpose of rendering the award executory.

Arbitration shall be conducted and heard by one arbitrator. The arbitrator shall not be the Accountant or counsel to the Corporation and shall be independent of each party. The arbitration proceedings shall take place in English in the City of Ottawa, Province of Ontario. In the event of a Dispute, a party (the “Initiating Party”) may, at any time, thereafter, deliver a notice that it intends to submit such dispute to arbitration. Such notice shall describe the matter to be settled by arbitration and shall propose an arbitrator. Within fifteen (15) days of the receipt of the notice, the other party may, by notice to the Initiating Party, concur in said proposal or may propose another arbitrator and, failing the delivery of such notice by the other party, the other party shall be deemed to have concurred in the proposal made by the Initiating Party and such arbitrator shall be automatically appointed as arbitrator of the Dispute.

If the other party proposes another candidate, then within five (5) days of the proposal by the other party, the parties shall attempt to agree upon an arbitrator, failing which the arbitrator shall be appointed by the ADR Institute of Canada upon application by either party.

Subject to the provisions of this Section, the arbitrator will determine the procedure for the arbitration.

  • This procedure shall include, at least, an opportunity for written submission by or on behalf of each of the parties and may include proceeding by way of exchange of oral argument, hearings with or without witnesses, and such other procedures as the arbitrator may consider appropriate.

  • The arbitration award shall be rendered by the arbitrator as expeditiously as possible.

  • Every claim or award of the arbitrator made pursuant hereto shall be final and binding upon the parties and there shall be no appeal therefrom. The arbitrator shall have jurisdiction to award the costs of the arbitration, including the fees of the arbitrator as he or she sees fit, and to direct the payment of interest in respect of any award at such rate and from such dates as are determined by the arbitrator to be appropriate.

Changes

We reserve the right, at our sole and absolute discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole and absolute discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario and the laws of Canada, as applicable.

If any provision of these Terms is held to be invalid or unenforceable by an arbitrator of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

Miscellaneous

These Terms, including the Privacy Policy, supersede all prior oral or written agreements and constitutes the entire agreement between the parties.  Terms cannot be changed or modified orally. If any provision of Terms is found to be unenforceable for any reason, such provision shall be construed by limiting it to make it enforceable to the maximum extent permitted by law, and the remainder of Terms shall continue in full force and effect.

Charges will be inclusive of applicable taxes where required by law and service fees from third- party payment processor services. StudySesh uses the third-party payment processor services of Square. StudySesh reserves the right to charge at any time any service charges that you may have incurred while using or purchasing the Services. You will be responsible for any applicable taxes required by law and not included in the reflected charges. Charges paid by you are final and non-refundable, unless otherwise determined by StudySesh.

Contact Information

All comments, queries and requests relating to these Terms and Conditions are welcomed and should be addressed as follows:

By email: info@studysesh.com