Terms of Service

1.1 Binding Agreement

These Terms of Service (the "Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and CONNECTed Academia Inc., a corporation incorporated under the laws of Canada with its principal place of business in Ontario, Canada ("Company," "we," "us," or "our"). By accessing, browsing, registering for, or using any of our websites, applications, application programming interfaces (APIs), or related services, content, and features (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated by reference herein.

1.2 Incorporation by Reference

These Terms incorporate by reference and include:

• Our Privacy Policy (the "Privacy Policy"), made available through the Services (for example, via the website footer or within in-app settings), as updated from time to time, which governs the collection, use, disclosure, and protection of personal information;
• Our Cookie Policy (the "Cookie Policy"), made available through the Services (for example, via the website footer or within in-app settings), as updated from time to time, which describes our use of cookies and similar tracking technologies; and
• Any additional terms, policies, or guidelines published on the Services from time to time (collectively, "Additional Policies").

In the event of a conflict between these Terms and the Privacy Policy regarding the handling of personal information, the Privacy Policy shall prevail with respect to personal information practices. In all other respects, these Terms govern your use of the Services.

1.3 Agreement to Terms

If you do not agree to these Terms, you must not access or use the Services. Your continued use of the Services following any amendment or update to these Terms constitutes your acceptance of such changes.

3.1 Age and Capacity Requirements

You must be at least 16 years of age and possess the legal capacity to enter into a binding contract under the laws of your jurisdiction of residence in order to use the Services. By using the Services, you represent and warrant that you meet these eligibility requirements.

3.2 Minors and Guardian Involvement

If you are under the age of majority in your province or territory of residence but meet the minimum age threshold specified in Section 3.1, you acknowledge that post-secondary students may lawfully use educational services. However, we strongly encourage you to discuss your use of the Services with a parent, guardian, or trusted adult, particularly before making any academic or financial decisions based on Outputs.

3.3 Prohibition on Use by Ineligible Persons

If you do not meet the eligibility requirements set forth in this Section 3, you are prohibited from accessing or using the Services. The Company reserves the right to request proof of age or capacity at any time and to suspend or terminate Accounts that fail to comply with these requirements.

4.1 Account Creation

To access certain features of the Services, you may be required to create an Account by providing accurate, current, and complete information, including your name, email address, programme of study, year of study, and other requested details. You agree to update your Account information promptly to maintain its accuracy.

4.2 Authentication Credentials

You are responsible for maintaining the confidentiality of your Account credentials (including username and password) and for all activities that occur under your Account. You agree to:

• Use a strong, unique password;
• Not share your credentials with any third party;
• Notify the Company immediately at the contact email address or web form we designate on the Services for general inquiries and legal notices if you suspect any unauthorised access to or use of your Account; and
• Log out of your Account at the end of each session when accessing the Services from a shared or public device.

4.3 Account Security

The Company is not liable for any loss or damage arising from your failure to maintain the security of your Account credentials or from unauthorised access resulting from your actions or omissions.

4.4 Institutional Accounts

Institutional Users access CONNECTed under credentials and permissions granted or managed by their employing institution. Institutional Users agree to use CONNECTed solely for authorised institutional purposes and in accordance with their institution's policies. The institution may manage, monitor, suspend, or terminate access for its Institutional Users at any time.

4.6 Account Recovery; Single Sign-On; Administrative Controls

• Account Recovery. You are responsible for maintaining access to the email address (or other authentication method) associated with your Account. Account recovery processes (including password resets) are security-sensitive and may require additional verification steps. The Company may, in its discretion, decline recovery requests that appear fraudulent, inconsistent, or insecure.
• Single Sign-On and Institutional Identity Providers. Institutional Users may access CONNECTed through single sign-on (SSO) or other identity systems controlled by their Institution. The Company does not control such identity systems and is not responsible for authentication failures, deprovisioning delays, or identity-related issues caused by the Institution’s systems.
• Administrative Controls and Audit Logs. For CONNECTed, the Institution and/or the Company may maintain administrative controls, permissions, and audit logs to support institutional governance, compliance, troubleshooting, security investigations, and service improvement. Where audit logs contain Personal Information, they will be handled in accordance with applicable law and the Privacy Policy (and, for CONNECTed, the Institutional Agreement, if applicable).
• Monitoring and Abuse Prevention. The Company may monitor usage to maintain security, prevent fraud, enforce these Terms, measure performance, and comply with legal obligations. Monitoring may include automated detection of abusive behaviour, unusual access patterns, or suspected compromise.

4.5 Suspension and Termination by Company

The Company reserves the right to suspend, disable, or terminate any Account at any time, with or without notice, if we reasonably believe that:

• You have violated these Terms or any applicable law;
• Your Account has been compromised or is being used in an unauthorised manner;
• Your use of the Services poses a security, legal, or reputational risk to the Company, other Users, or third parties; or
• Such action is necessary to comply with legal obligations or requests from law enforcement or regulatory authorities.

5.1 Purpose of the Services

The Services are designed to provide informational and exploratory tools to assist students and institutions in understanding potential transfer credit scenarios, course equivalencies, programme mappings, and academic planning options. The Services utilise automated algorithms and data extraction techniques to generate Outputs based on User Content and publicly available institutional information.

5.2 No Official Transfer Credit Decisions

IMPORTANT: The Company is not a post-secondary institution, registrar, accreditation body, government agency, or official decision-making authority. Outputs generated by the Services, including but not limited to course equivalency comparisons, credit transfer analyses, and programme fit assessments, are informational suggestions only and do not constitute:

• Official transfer credit decisions;
• Binding determinations of credit recognition, course equivalency, or programme admission;
• Guarantees of acceptance, enrolment, or academic outcomes; or
• Authoritative interpretations of institutional policies, calendar requirements, or transfer agreements.

5.3 Institutional Authority

All final decisions regarding transfer credit, course equivalency, programme admission, degree requirements, and academic standing remain the exclusive authority and responsibility of the relevant post-secondary institutions. Users must verify all Outputs directly with the institutions involved and obtain official assessments from authorised institutional personnel before making any academic, financial, or enrolment decisions.

5.4 No Professional or Academic Advice

The Services do not provide professional, legal, financial, or academic counselling or advice. Outputs are generated by automated processes and do not reflect individualized guidance from qualified advisers. Users should consult with qualified academic advisers, counsellors, or other professionals as appropriate.

5.5 Variability and Limitations

Institutional policies, course offerings, calendar requirements, and transfer agreements are subject to change and may vary by programme, year of entry, faculty, and other factors. The Company does not control or guarantee the accuracy, completeness, currency, or applicability of such institutional information. Users acknowledge that:

• Outputs are based on data and algorithms that may not capture all relevant nuances, exceptions, or policy updates;
• Transcript formats vary widely, and automated extraction may contain errors or omissions;
• Course equivalency determinations are inherently complex and context-dependent; and
• The Services cannot account for all variables affecting transfer credit outcomes.

5.6 User Responsibility for Verification

Users bear sole responsibility for independently verifying all Outputs, consulting with institutional representatives, reviewing official institutional resources, and obtaining authoritative assessments before taking action based on any information provided through the Services.

5.7 Transfer Requests, Communications, and Workflow Facilitation

The Services may enable you to initiate, package, transmit, or track information related to a potential transfer pathway (for example, creating a transfer scenario, generating a summary of mapped courses, or providing a structured set of materials for review). Where offered, these capabilities are workflow facilitation tools only. The Company does not act as a registrar, admissions office, academic decision-maker, or agent authorised to bind an Institution. Any submission, transmission, or sharing of information with an Institution remains subject to the Institution’s procedures and requirements, including any requirement to submit official documents through an institution-designated channel.

5.8 Academic Standing, Eligibility Monitoring, and Course-Planning Features

The Services may include planning tools such as eligibility monitoring, GPA/threshold tracking, reminders, deadline or assessment trackers, and syllabus extraction features (sometimes described as a "Course Compass" or similar). These features are provided for convenience and informational purposes. The Company does not guarantee that extracted dates, thresholds, policies, or requirements are complete or current, and you remain solely responsible for confirming all deadlines and requirements directly with your instructors and institutions and for meeting all academic obligations.

5.9 No Emergency, Safety-Critical, or High-Risk Use

You must not use the Services as a substitute for professional judgment in any situation where an error could reasonably be expected to result in significant harm. Without limiting the foregoing, the Services are not designed for, and you must not rely on them for, safety-critical decisions, emergency services, legal compliance determinations, or any purpose requiring certified professional review.

5.10 Automated Processing, AI/ML Systems, and Automated Decision-Making

The Services rely on Automated Processing, including AI/ML Systems, to help interpret transcripts, normalise course and credit information, compare academic records against Institution Data, generate Outputs, detect suspected errors or inconsistencies, facilitate communications and workflow between Students and Institutions, and protect the integrity and security of the Services. The Company uses these systems to provide scale, speed, and consistency; however, no automated system is perfect.

Outputs and other results of Automated Processing are inherently probabilistic, may be based on incomplete or outdated inputs, and may contain errors, omissions, or unintended correlations. Automated Processing may also reflect limitations or biases present in underlying data sources, institutional policy materials, or transcript formats. You acknowledge and agree that you remain responsible for exercising independent judgment and for verifying information with authoritative sources, including the relevant Institution’s registrar, admissions office, faculty, programme, calendar, or other official decision-maker.

For clarity, the Company does not make official transfer credit decisions, admissions decisions, or academic determinations. Any institutional decision-making remains the responsibility of the Institution and its authorised personnel. Where CONNECTed is used by Institutional Users, those Institutional Users must apply institutional policy and professional judgment rather than relying exclusively on Outputs.

5.11 Human Review Requests; Contesting Outputs; Explanations

Where required by applicable law, or where the Company elects to provide it, you may request that certain Automated Processing results be reviewed by a human (for example, where you believe an Output reflects an obvious parsing error, misclassification, or transcription issue). You understand that the Company may not be able to provide a detailed explanation of how any particular algorithm produces a result, and that some components of the Services may use proprietary methods, third-party tools, or models that are not fully explainable in plain language.

Any review or response by the Company is provided as a courtesy and does not constitute an official decision or guarantee. A human review request does not obligate an Institution to change any decision, nor does it create any duty on the Company to provide academic advising. If you believe an Institution has made an error in its official determination, your remedy is with that Institution under its processes and policies.

5.12 Improvement, Quality Assurance, and Model Training

The Company may use service usage data, telemetry, logs, feedback, and De-identified Data derived from User Content to improve the Services, including improving extraction accuracy, equivalency matching, ranking, fraud detection, and security. Unless you provide affirmative consent (or unless required or permitted by applicable law), the Company does not use Personal Information contained in transcripts or other User Content to train general-purpose models for unrelated third-party products. The Company may, however, use De-identified Data and aggregated statistics to develop, test, and improve models and rules that support the Services.

If the Company introduces a feature that uses User Content for training in a manner that materially differs from the practices described above, the Company will provide notice through the Services and, where required, obtain consent or provide an opt-out mechanism.

5.13 Automated Fraud and Abuse Controls

To protect Students, Institutions, and the Company, the Services may apply Automated Processing to detect suspicious activity, credential compromise, scraping, fraud, abuse, or attempts to manipulate Outputs. The Company may impose automated limits, throttling, verification steps, or restrictions based on such detections. These protective measures may occasionally affect legitimate Users. You agree to cooperate with reasonable verification and security requests and to refrain from attempting to circumvent or disable these controls.

6.1 Types of User Content

Users may upload, submit, or input various forms of User Content through the Services, including but not limited to:

• Academic transcripts (official or unofficial);
• Course syllabi or outlines;
• Personal information (name, student ID, programme details);
• Messages, comments, or feedback;
• Files, attachments, or other documents.

6.2 Ownership of User Content

You retain all ownership rights in and to your User Content. By uploading or submitting User Content to the Services, you do not transfer ownership of that content to the Company.

6.3 Accuracy and Permissions

You represent and warrant that:

• All User Content you provide is accurate, complete, and current to the best of your knowledge;
• You have all necessary rights, licences, consents, and permissions to upload and share your User Content through the Services;
• Your User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, confidentiality obligations, or other legal rights;
• Your User Content does not contain any viruses, malware, or other harmful code; and
• Your User Content complies with all applicable laws and regulations.

6.4 Sensitive Information

Important Notice Regarding Sensitive Personal Information:

• Redaction Recommended: Transcripts and other documents may contain sensitive personal information such as social insurance numbers (SINs), dates of birth, health information, or other identifiers not necessary for the Services to function. We strongly recommend that you redact or obscure such sensitive information before uploading documents.
• Voluntary Disclosure: If you choose to upload User Content containing sensitive personal information beyond what is required for the Services, you do so voluntarily and at your own risk. The Company is not responsible for any sensitive information you choose to include in User Content beyond what is necessary for the functionality of the Services.
• No Requirement for Excessive Data: The Services are designed to function without requiring unnecessary sensitive identifiers. If you are uncertain about what information to include, please contact us at the support email address or support portal we designate on the Services for guidance.

6.5 Prohibited Content

You agree not to upload, submit, or transmit any User Content that:

• Is unlawful, fraudulent, defamatory, obscene, harassing, threatening, abusive, hateful, or otherwise objectionable;
• Infringes or violates any intellectual property rights, privacy rights, or other rights of any third party;
• Contains viruses, malware, spyware, or other malicious code;
• Violates any applicable law, regulation, or contractual obligation (including confidentiality obligations);
• Impersonates any person or entity or misrepresents your affiliation with any person or entity;
• Contains confidential or proprietary information of third parties without authorisation;
• Is intentionally false, misleading, or intended to deceive (including altered, forged, or fabricated transcripts); or
• Interferes with or disrupts the Services or servers or networks connected to the Services.

6.7 Syllabus Uploads; Assessment and Policy Extraction

If the Services allow you to upload syllabi, outlines, or similar course documents, you acknowledge that such materials may be copyrighted or subject to institutional policies. You represent and warrant that you have the right to upload and use such materials for your personal educational planning or authorised institutional purposes. Outputs derived from syllabi (including extracted assessment items, due dates, weights, or policy notes) are provided as an aid only. You are responsible for confirming all course requirements and deadlines with your instructor and official course materials.

6.6 Removal of User Content

The Company reserves the right, but assumes no obligation, to review, monitor, or remove any User Content that, in our sole discretion, violates these Terms, is harmful, objectionable, or otherwise inappropriate. We may also remove User Content in response to legal requirements, third-party complaints, or other legitimate concerns.

7.1 Limited Licence to Company

By uploading or submitting User Content to the Services, you grant to the Company and its service providers a limited, non-exclusive, royalty-free, worldwide, sublicensable (solely to the extent necessary to provide the Services) licence to:

• Host, store, and process your User Content on our servers and systems;
• Reproduce, copy, and transmit your User Content as necessary to provide the Services;
• Analyse, extract, and parse data from your User Content using automated algorithms and software (including optical character recognition, natural language processing, and data extraction techniques);
• Create derivative works from your User Content in the form of Outputs, aggregated data, and analytics;
• Display your User Content and Outputs to you through your Account and, where applicable, to Institutional Users authorised to view such content in accordance with institutional workflows; and
• Use aggregated, de-identified, or anonymised data derived from User Content for purposes of improving, developing, and enhancing the Services, provided that such use does not identify you personally and complies with our Privacy Policy.

7.2 Scope and Purpose of Licence

The licence granted in Section 7.1 is strictly limited to the purposes of:

• Providing, operating, and maintaining the Services;
• Generating Outputs and delivering them to you;
• Facilitating institutional workflows (where applicable) under institutional relationships;
• Improving and enhancing the functionality, accuracy, and performance of the Services; and
• Complying with legal obligations.

7.3 No Sale or External Disclosure

The Company does not sell, rent, or otherwise disclose User Content to third parties for their independent use or marketing purposes. The handling of personal information within User Content is governed by our Privacy Policy the Privacy Policy made available through the Services (for example, via the website footer or within in-app settings), as updated from time to time. The licence granted in this Section 7 does not authorise the Company to use User Content in any manner inconsistent with the Privacy Policy.

7.5 Product Improvement; De-identified Analytics; Model Development

• Service Improvement. The Company may generate analytics, metrics, and De-identified Data derived from use of the Services (for example, usage patterns, aggregate mapping outcomes, common policy conflicts, and performance metrics) to operate, maintain, protect, and improve the Services.
• De-identified Data and Development. To the extent permitted by law and consistent with the Privacy Policy, the Company may use De-identified Data to improve extraction, mapping, and recommendation accuracy; develop new features; and conduct internal research and quality assurance.
• No Re-Identification. The Company will not attempt to re-identify De-identified Data, except as permitted by law for security, fraud prevention, or to validate that de-identification processes remain effective.
• Institutional Configurations. For CONNECTed, the Institutional Agreement may impose additional restrictions or grant additional rights regarding Institution Data, de-identification standards, and permissible uses.

7.4 Retention and Deletion

The Company may retain User Content for the duration of your use of the Services and for such additional period as necessary to comply with legal obligations, resolve disputes, or enforce these Terms. You may request deletion of your User Content in accordance with the procedures set forth in our Privacy Policy. Upon termination of your Account, the Company will handle User Content in accordance with the Terms and the Privacy Policy.

8.1 General Acceptable Use Obligations

You agree to use the Services in compliance with all applicable laws, regulations, and these Terms. You agree to use the Services solely for lawful, legitimate, and appropriate purposes consistent with their intended informational and educational function.

8.2 Prohibited Uses and Conduct

You agree not to:

• Misuse the Services: Use the Services in any manner that could damage, disable, overburden, impair, or interfere with the Services or any other party's use of the Services;
• Unauthorised Access: Attempt to gain unauthorised access to any portion of the Services, other Accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means;
• Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying ideas or techniques of the Services or any software used to provide the Services (except to the extent such restrictions are prohibited by applicable law);
• Automated Access: Use any robot, spider, scraper, crawler, or other automated means to access the Services or extract data without the Company's prior written permission;
• Circumvention: Bypass, circumvent, or disable any security features, access controls, or usage limitations of the Services;
• Interference: Introduce or transmit any viruses, worms, trojans, malware, or other harmful code or engage in any conduct that disrupts, degrades, or interferes with the Services;
• Impersonation and Misrepresentation: Impersonate any person or entity, falsely state or misrepresent your affiliation with a person or entity, or use a false identity;
• Unauthorised Use of Credentials: Use another User's Account, credentials, or identity without authorisation;
• Harassment and Abuse: Harass, threaten, defame, abuse, or intimidate any other User, Institutional User, or Company personnel;
• Unlawful Activity: Use the Services to engage in, facilitate, or promote any illegal, fraudulent, or unauthorised activity;

(k) Violation of Rights: Infringe, misappropriate, or violate any intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any third party;

(l) Misuse of Outputs: Use Outputs in any manner that constitutes fraud, misrepresentation, or reliance on unofficial information for official applications, enrolment decisions, or legal proceedings without proper verification;

(m) Forging or Altering Documents: Upload, submit, or share any altered, forged, fabricated, or fraudulent transcripts or documents;

(n) Excessive Use: Engage in any activity that places an unreasonable or disproportionately large load on the Services' infrastructure; or

(o) Violation of Institutional Policies: If you are an Institutional User, fail to comply with your institution's policies, codes of conduct, confidentiality obligations, or authorisation requirements governing your access to and use of CONNECTed.

8.3 No Reliance on Unofficial Outputs

You agree not to rely on Outputs as official or authoritative determinations for the purposes of:

• Submitting applications, petitions, or appeals to post-secondary institutions without independent verification;
• Making binding academic or financial commitments;
• Representing Outputs as official institutional assessments to third parties; or
• Using Outputs in legal, regulatory, or official proceedings as evidence of credit recognition or programme requirements.

8.4 Compliance with Institutional Policies

Institutional Users agree to use CONNECTed in compliance with all applicable policies, procedures, and ethical standards of their employing institution, including but not limited to policies governing data access, confidentiality, student privacy, conflicts of interest, and appropriate use of institutional resources.

8.6 Security Testing; Vulnerability Reporting

You must not probe, scan, or test the vulnerability of the Services, or attempt to breach security or authentication measures, without the Company’s prior written consent. If you believe you have discovered a security vulnerability, you agree to notify the Company promptly through the security or legal contact method designated on the Services and to provide reasonable detail to enable investigation. You agree not to publicly disclose a vulnerability or exploit without allowing the Company a reasonable opportunity to remediate, unless disclosure is required by law.

8.5 Reporting Violations

If you become aware of any violation of these Terms or any misuse of the Services, please report it immediately to the contact email address or web form we designate on the Services for general inquiries and legal notices.

9.1 Ownership of Services

The Services, including all Content, software, algorithms, code, databases, designs, graphics, logos, trademarks, trade names, user interfaces, visual interfaces, and all intellectual property rights therein, are owned by or licensed to the Company and are protected by Canadian and international intellectual property laws, including copyright, trademark, patent, and trade secret laws.

9.2 Limited Licence to Users

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your personal, non-commercial (in the case of Student Users) or internal business (in the case of Institutional Users) purposes in accordance with these Terms. This licence does not include any right to:

• Reproduce, distribute, publicly display, publicly perform, or create derivative works from the Services or Content (other than Outputs generated for your own use);
• Use the Services or Content for any commercial purpose not expressly authorised by the Company;
• Modify, adapt, translate, or reverse engineer any portion of the Services; or
• Remove, obscure, or alter any proprietary notices (including copyright and trademark notices) from the Services.

9.3 Trademarks

"CONNECTed Academia," "CONNECT," "CONNECTed," the Company's logos, and other trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of the Company or its licensors. You are granted no right or licence to use any such trademarks without the prior written permission of the Company. Third-party trademarks appearing on the Services are the property of their respective owners.

9.4 Feedback and Suggestions

If you provide the Company with any feedback, suggestions, ideas, enhancement requests, recommendations, or other input regarding the Services ("Feedback"), you grant to the Company a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable, and transferable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback for any purpose without any obligation or compensation to you. You waive any moral rights you may have in such Feedback.

9.6 Outputs; Licence and Permitted Use

• Outputs Provided to You. Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use Outputs for your personal educational planning purposes (Student Users) or internal institutional purposes (Institutional Users), as applicable.
• Restrictions. You must not sell, license, or commercialise Outputs; publish Outputs in a manner that identifies another individual without consent; or represent Outputs as an official determination by any Institution.
• Similarity of Outputs. Because Outputs may be generated through automated processes, you acknowledge that the Services may generate similar or identical Outputs for different Users based on similar inputs, and no Output is unique or exclusive to you.

9.7 Open Source and Third-Party Components

The Services may include open-source software or third-party components subject to their own licences. To the extent any open-source licence requires that it take precedence over these Terms with respect to the relevant component, that open-source licence shall govern solely for that component.

9.8 Brand Features and Press

Any permission to use the Company’s name, trademarks, logos, or other brand features ("Brand Features") must be in writing and may be revoked. You may not use Brand Features in a manner that implies partnership, sponsorship, or endorsement.

9.5 No Implied Licences

Except as expressly provided in these Terms, no licence or right is granted to you by implication, estoppel, or otherwise under any intellectual property rights owned or controlled by the Company or its licensors.

10.1 Third-Party Services

The Services may integrate with, link to, or reference Third-Party Services such as analytics platforms, communication tools, email services, calendar applications, payment processors, scheduling tools, or other external applications and websites. The Company does not endorse, control, or assume responsibility for any Third-Party Services.

10.2 Third-Party Terms and Policies

Your use of Third-Party Services is subject to the terms, conditions, privacy policies, and other policies of the applicable third-party providers. You are responsible for reviewing and complying with such third-party terms. The Company is not a party to your relationship with any third-party provider and is not responsible for any acts, omissions, products, services, or content provided by third parties.

10.3 Links to External Sites

The Services may contain links to third-party websites for informational or reference purposes (such as links to institutional websites, policy documents, or external resources). The Company does not control or endorse such external websites and is not responsible for their content, accuracy, availability, privacy practices, or security. You access external sites at your own risk.

10.4 Institutional Policies and Calendars

The Services may reference, extract, or display information from institutional academic calendars, policies, course catalogues, and other publicly available institutional resources. Such information is provided for informational purposes only. Institutional policies and calendars are subject to change without notice, and the Company does not control or guarantee the accuracy, completeness, or currency of such external information. You must consult directly with the relevant institution to verify all information.

10.6 Identity Providers, Payment Processors, and Messaging Services

Without limiting this Section 10, the Services may rely on Third-Party Services for authentication (including SSO), payments, communications, and messaging. Where a Third-Party Service processes Personal Information on the Company’s behalf as a Sub-processor, it will do so under contractual obligations intended to protect confidentiality and security. Your direct relationship with a Third-Party Service (for example, your bank, app store, or identity provider) remains governed by that third party’s terms.

10.5 No Warranty for Third-Party Content

The Company makes no representations or warranties regarding the accuracy, reliability, availability, or suitability of any Third-Party Services or external content referenced through the Services. Your use of Third-Party Services and reliance on external content is at your sole risk.

11.1 General Availability; No Uptime Warranty

While the Company strives to provide reliable and uninterrupted access to the Services, the Services are provided on an “as is” and “as available” basis, and the Company does not guarantee that the Services will be available at all times, that access will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. Availability may be affected by maintenance, updates, network conditions, third-party dependencies, and events outside the Company’s reasonable control.

Nothing in these Terms creates a guarantee of continuous availability or any warranty regarding uptime, latency, throughput, or performance, except to the limited extent expressly set out in a separate written Institutional Agreement or, for qualifying paid Institutional subscriptions, the Service Level Agreement described in Section 11.2.

11.2 Service Level Agreement (SLA) for Paid Institutional Plans

This Section 11.2 (the “SLA”) describes the Company’s uptime commitments and service credit remedies for certain paid CONNECTed institutional plans. The SLA is designed for Institutions and does not generally apply to Student Users using CONNECT without a paid institutional subscription. If you are an Institution or an authorised Institutional User, and your Institution has a separate Institutional Agreement with the Company, the Institutional Agreement controls to the extent of any conflict and may include different or additional service levels.

For transparency, you acknowledge that the Company is a startup and that the Services are under active development and scaling. During the Development Phase, the Company may provide the Services at lower operational capacity than the forward-looking targets described in this Section 11.2, and certain environments, pilots, cohorts, or deployments may be excluded from SLA coverage. The Uptime Commitment and service credit framework in this Section 11.2 apply only if (and only for so long as) the relevant Services are designated by the Company as GA and identified as Covered Services for a paid institutional subscription; otherwise, the Services remain subject to the general 'as available' standard in Section 11.1.

11.2.1 Scope of the SLA

The SLA applies only to the Core Platform Services for CONNECTed that are expressly designated by the Company as covered services in the applicable subscription or order form (the “Covered Services”). The Company may exclude certain features from coverage, including (without limitation) Beta Features, free trials, pilot programmes, optional add-ons, third-party integrations, and services marked as “preview” or “experimental.”

11.2.2 Definitions; Measurement

For purposes of this SLA:

• “Downtime” means the total number of minutes in a calendar month during which the Covered Services are unavailable to all or substantially all authorised users due to a failure of the Company’s systems, excluding SLA Exclusions (defined below). For avoidance of doubt, intermittent or partial impairment that does not render the Covered Services materially unusable may be treated as degraded performance and may not constitute Downtime unless the Company confirms otherwise.
• “Monthly Uptime Percentage” means: (Total Minutes in the month − Downtime) ÷ Total Minutes in the month × 100.
• “Total Minutes” means the total number of minutes in the relevant calendar month, excluding any minutes removed under SLA Exclusions.

11.2.3 Uptime Commitment

Subject to the SLA Exclusions and the other terms of this Section 11.2, the Company commits to use commercially reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.9% for the Covered Services in each calendar month (the “Uptime Commitment”).

11.2.3.1 Development Phase; Target Versus Present Capability

The parties acknowledge that references to a 99.9% Monthly Uptime Percentage in this SLA reflect an intended full-scale target for mature, production-grade operation of the Covered Services, consistent with enterprise SaaS practices. However, during the Development Phase, the Services may not yet achieve that level of uptime or performance, and the Company may be iterating on infrastructure, monitoring, resiliency, and operational processes. Accordingly: (a) the Company makes no representation that the Services currently meet the Uptime Commitment outside of Covered Services designated as GA; (b) where the Services are offered in pilot, limited availability, beta, or other non-GA contexts, the Uptime Commitment and service credits may not apply and are not owed; (c) the Company will use commercially reasonable efforts to improve reliability and move toward the stated target, but does not commit to achieving any particular uptime level by any specific date; and (d) any timelines, roadmaps, or statements regarding future service levels are forward-looking and provided for informational purposes only.

11.2.4 SLA Exclusions

The Uptime Commitment does not apply to, and Downtime does not include, any unavailability, suspension, disruption, or performance issue resulting from:

• Scheduled Maintenance that is announced through the Services or to the Institution with reasonable advance notice (typically at least forty-eight (48) hours where practicable), including emergency maintenance required to address security or stability issues;
• Beta Features, pilot programmes, previews, or features expressly designated as excluded from SLA coverage;
• Factors outside the Company’s reasonable control, including force majeure events, natural disasters, war, terrorism, civil disturbance, strikes, labour disputes, governmental action, or widespread internet or telecommunications failures;
• Failures of third-party services, platforms, or infrastructure that the Company does not control, including cloud providers, DNS providers, email providers, payment processors, identity providers, or institutional systems (even if integrated with the Services);
• The Institution’s or User’s equipment, software, network, devices, or configurations, including firewall rules, proxy settings, browser incompatibilities, or misconfigured SSO/identity settings;
• Suspension or termination of access by the Company in accordance with these Terms, the Institutional Agreement, or applicable law; and
• Abuse, excessive usage, security events, or deliberate attacks, including denial-of-service attacks, credential stuffing, or attempts to compromise the Services, provided that the Company uses commercially reasonable efforts to mitigate and restore service.

11.2.5 Service Credits

If the Company fails to meet the Uptime Commitment for a given calendar month, the Institution’s sole and exclusive monetary remedy under this SLA is eligibility to receive a service credit, calculated as a percentage of the monthly subscription Fees actually paid by the Institution for the Covered Services for that month (excluding one-time fees, professional services, implementation fees, taxes, and charges for non-covered services), in accordance with the following schedule:

• Monthly Uptime Percentage < 99.9% and ≥ 99.0%: service credit of 10% of the applicable monthly Fees;
• Monthly Uptime Percentage < 99.0% and ≥ 95.0%: service credit of 25% of the applicable monthly Fees; and
• Monthly Uptime Percentage < 95.0%: service credit of 50% of the applicable monthly Fees.

Service credits are not refunds, are not payable in cash, and may be applied only as a credit against future Fees owed for the Services, unless otherwise required by applicable law or expressly agreed in an Institutional Agreement. The total service credits issued for any calendar month shall not exceed 100% of the applicable monthly Fees for the Covered Services for that month.

11.2.6 Credit Requests; Verification; Claim Window

To receive a service credit, the Institution must submit a written request through the support channel designated by the Company within thirty (30) days after the end of the month in which the Uptime Commitment was not met. The request must include (to the extent available): the dates and times of the alleged Downtime, a description of the impact, and supporting information such as logs, screenshots, error messages, and affected user identifiers. The Company will reasonably review the claim and determine eligibility and the amount of any credit based on the Company’s monitoring and records, which will be the authoritative source for SLA calculations. The Company may deny a claim if required information is not provided or if the Company determines that the issue was caused by an SLA Exclusion.

11.2.7 Sole and Exclusive Remedy

To the maximum extent permitted by applicable law, service credits under this SLA are the Institution’s sole and exclusive remedy for any failure to meet the Uptime Commitment. Except as set out in an Institutional Agreement, the Company has no liability for damages arising from service interruptions, including any loss of data, business interruption, reputational harm, or academic delays.

11.2.8 Support Targets (Non-SLA)

The Company may provide support channels for Institutions, including email, ticketing systems, or other means. Unless an Institutional Agreement expressly states otherwise, any support response times are good-faith targets and not guaranteed. For transparency, the Company’s typical target initial response times for paid institutional plans are: (a) Severity 1 (critical outage or security event materially impacting most users): within one (1) hour; (b) Severity 2 (material degradation with workarounds): within four (4) hours; (c) Severity 3 (non-critical issue impacting limited users): within one (1) business day; and (d) Severity 4 (general questions, minor issues): within two (2) business days. The Company may adjust these targets based on staffing, holidays, or operational constraints.

11.2.9 Maintenance, Backups, and Disaster Recovery

The Company may perform routine backups, redundancy, and disaster recovery planning appropriate for a hosted software service. Backups are intended to support platform resilience and recovery and are not intended as an archive or records-retention service for Users. Users and Institutions remain responsible for retaining copies of critical records, transcripts, and documentation, and for complying with their own legal and institutional retention requirements.

11.3 Maintenance Windows

The Company may perform maintenance, updates, patches, upgrades, and other operational work that could temporarily limit availability or degrade performance. Where practicable, the Company will attempt to provide advance notice through the Services, email, or institutional support channels. The Company may perform emergency maintenance without prior notice where necessary to address security risks, stability issues, or legal requirements.

11.4 Modifications to Services

The Company reserves the right, in its sole discretion, to modify, update, enhance, suspend, discontinue, or restrict access to any aspect of the Services (including features, functionality, content, interfaces, outputs, models, and integrations) at any time. The Company may do so for operational, security, legal, compliance, product, or business reasons. Where reasonably practicable, the Company will attempt to provide notice of material changes that negatively impact paid institutional features, but you acknowledge that some changes may be necessary without advance notice (for example, to address a security vulnerability).

11.5 Beta, Experimental, and Preview Features

The Services may include features, tools, or functionality designated as “beta,” “experimental,” “preview,” “pilot,” “early access,” or similar designations (collectively, “Beta Features”). Beta Features may be provided for evaluation, feedback, or limited use and may: (a) contain bugs, errors, or defects; (b) be incomplete, unstable, or subject to significant changes or removal; (c) not function as intended or be fully tested; (d) be subject to additional or different terms or limitations; and (e) carry a higher risk of data loss, inaccuracy, or service interruption. You acknowledge and agree that your use of Beta Features is at your own risk. The Company makes no representations or warranties regarding Beta Features and may discontinue them at any time without liability.

11.6 No Obligation to Maintain Features

The Company has no obligation to maintain, support, update, or continue offering any particular feature or functionality of the Services, except as may be expressly set out in an Institutional Agreement. The availability of any feature is subject to change and may vary by geography, institution, subscription tier, or other factors.

12.1 Current Pricing Model

As of the Effective Date of these Terms, certain features or tiers of the Services may be offered at no charge, while others may require payment of Fees. The Company reserves the right to introduce, modify, or discontinue pricing models, Fee structures, or Subscription plans at any time. If the Company introduces Fees for previously free features, we will provide reasonable advance notice and an opportunity to discontinue use before such Fees take effect.

12.2 Subscriptions and Billing

If you subscribe to a paid tier or Subscription plan:

• Payment Authorisation: By providing payment information and subscribing, you authorise the Company (or its payment processor) to charge your designated payment method for all applicable Fees, taxes, and other charges incurred in connection with your Subscription.
• Recurring Billing: Subscriptions are billed on a recurring basis (monthly, annually, or as otherwise specified) and will automatically renew at the end of each billing period unless you cancel prior to the renewal date.
• Pricing Changes: The Company may change Subscription Fees upon notice (typically at least 30 days in advance). Continued use of the Services after a Fee increase constitutes acceptance of the new Fees.
• Taxes: All Fees are exclusive of applicable federal, provincial, or local taxes, levies, duties, or similar governmental assessments (including, without limitation, GST, HST, PST, or other sales taxes). You are responsible for paying all such taxes in addition to the Fees unless you provide valid tax-exempt documentation.
• Payment Method Updates: You agree to keep your payment information current and accurate. The Company is not responsible for any declined payments, insufficient funds, or expired payment methods.

12.3 Free Trials

The Company may offer Free Trials of certain features or Subscription tiers. Free Trials are subject to the following terms unless otherwise specified:

• Eligibility for Free Trials may be limited (e.g., to new Users or one trial per User);
• At the end of the Free Trial period, your Subscription may automatically convert to a paid Subscription and your payment method may be charged unless you cancel before the trial period ends;
• The Company reserves the right to modify or discontinue Free Trial offers at any time; and
• Users who violate these Terms may forfeit eligibility for Free Trials.

12.4 Cancellations

You may cancel your Subscription at any time through your Account settings or by contacting the support email address or support portal we designate on the Services. Cancellations take effect at the end of the current billing period. You will retain access to paid features until the end of the period for which you have paid. The Company does not provide refunds or credits for partial billing periods unless required by law.

12.5 Refunds

• General Rule. Except as required by applicable law, all Fees are non-refundable once paid, and the Company does not provide credits or refunds for partial billing periods, unused time, downgrades, or unused features.
• Initial Purchase Discretion. If you are a Student User and you believe a billing error occurred or you were charged due to a technical malfunction attributable to the Company, you may submit a written refund request within fourteen (14) days of the charge. The Company will review the request and may, in its sole discretion, issue a refund or credit where it determines a billing error occurred.
• Consumer Protection Rights. Nothing in these Terms limits any statutory cancellation, cooling-off, or refund rights that apply to you under mandatory consumer protection laws. Where such rights apply, the Company will honour them.
• Institutional Purchases. Fees paid by Institutions under an Institutional Agreement are governed exclusively by that Institutional Agreement.
• How to Request. To request a refund (if applicable), contact the support method designated on the Services and include sufficient information to identify the transaction and the basis for the request.

12.6 Non-Payment and Suspension

If payment for Fees is not received or your payment method is declined:

• The Company may suspend or restrict your access to paid features or your Account until payment is received;
• The Company may charge late fees, interest, or other charges as permitted by law; and
• The Company reserves the right to terminate your Account for non-payment.

12.7 Chargebacks and Disputes

If you initiate a chargeback or payment dispute with your payment provider, the Company may suspend or terminate your Account pending resolution. You agree to contact the Company first to resolve any billing disputes before initiating a chargeback.

12.8 Institutional Billing and Procurement

If an Institution pays Fees for CONNECTed, billing, taxes, procurement procedures, purchase orders, invoicing terms, and refund rights (if any) are governed by the applicable Institutional Agreement. Institutional Users may not personally commit an Institution to Fees unless expressly authorised by the Institution.

13.1 Service Communications

By using the Services and providing your email address or other contact information, you consent to receive transactional and service-related communications from the Company, including but not limited to:

• Account verification and authentication messages;
• Confirmations of actions taken through the Services;
• Service announcements, updates, and changes to these Terms or other policies;
• Responses to your inquiries or support requests;
• Notices regarding your Account, Subscription, or billing; and
• Security alerts and important legal or regulatory notices.

Service communications are necessary for the operation of the Services and cannot be opted out of while you maintain an active Account.

13.2 Marketing Communications

With your separate consent (where required by applicable law, including Canada's Anti-Spam Legislation (CASL)), the Company may send you marketing and promotional communications, including newsletters, product updates, feature announcements, special offers, and other commercial messages. You may opt out of marketing communications at any time by:

• Using the "unsubscribe" link provided in marketing emails;
• Updating your communication preferences in your Account settings; or
• Contacting us at the contact email address or web form we designate on the Services for general inquiries and legal notices.

Opting out of marketing communications does not affect your receipt of service communications.

13.3 Methods of Communication

The Company may communicate with you via email, in-app notifications, SMS or text messages (where you have provided consent), push notifications, or other electronic means. You agree to keep your contact information current and accurate.

13.4 Consent and Compliance

The Company complies with applicable laws governing electronic communications, including CASL. For more information on how we handle your personal information in connection with communications, please see our Privacy Policy the Privacy Policy made available through the Services (for example, via the website footer or within in-app settings), as updated from time to time.

14.1 Privacy Policy

The collection, use, disclosure, retention, and protection of personal information in connection with the Services are governed by our Privacy Policy (the “Privacy Policy”), made available through the Services (for example, via the website footer or within in-app settings), as updated from time to time. The Privacy Policy is incorporated by reference into these Terms. In the event of any conflict between these Terms and the Privacy Policy regarding personal information, the Privacy Policy controls.

14.2 Data Security

The Company implements reasonable technical, administrative, and physical safeguards designed to protect User Content and personal information from unauthorised access, disclosure, alteration, and destruction. However, no method of transmission over the internet or method of electronic storage is completely secure. Accordingly: (a) you transmit User Content and personal information at your own risk; (b) the Company is not responsible for unauthorised access or disclosure resulting from circumstances beyond our reasonable control (including third-party hacking, malicious attacks, or force majeure events); and (c) you are responsible for taking reasonable precautions to protect your own devices, credentials, and data.

14.3 User Obligations Regarding Sensitive Data

You are responsible for minimising the amount of sensitive personal information you provide to the Services and for ensuring that any User Content you upload is appropriate for the intended use of the Services. Unless the Services specifically request a data element, the Company recommends that you avoid uploading unnecessary sensitive identifiers (such as social insurance numbers, health information, or other data not relevant to transcript interpretation or transfer planning). You also agree to use secure internet connections and devices, to protect your login credentials, and to log out of your Account when finished using the Services, particularly on shared or public devices.

14.4 Data Retention and Deletion

The Company retains User Content and personal information for as long as reasonably necessary to provide the Services, comply with legal obligations, resolve disputes, enforce these Terms, and maintain business records. Retention periods may vary depending on the nature of the information, your account status, the requirements of Institutions, and legal or regulatory obligations. Where the Services provide account deletion or data deletion tools, you may use those tools. You may also request deletion through the contact methods provided in the Services, subject to identity verification and any lawful retention requirements.

14.5 Breach Notification

In the event of a Security Incident that is reasonably likely to create a real risk of significant harm (or the equivalent threshold under applicable law), the Company will comply with applicable breach notification requirements and will take reasonable steps to investigate, mitigate, and remediate the incident. The Company’s obligations may be affected by law enforcement requests, legal privilege, and the need to determine scope and impact before notifications are issued.

14.6 Cross-Border Transfers; Sub-processors; Location of Processing

The Company may store and process User Content and personal information in Canada and in other countries where the Company or its Sub-processors maintain facilities. Privacy laws in those jurisdictions may differ from those in your jurisdiction. By using the Services, you consent to such cross-border transfers, storage, and processing, subject to the Privacy Policy. The Company uses Sub-processors subject to contractual confidentiality and security obligations and may maintain a list of Sub-processors in the Privacy Policy or through the Services.

14.7 Accessibility Commitment

The Company is committed to improving accessibility and strives to design and maintain the Services in a manner that is usable by a broad range of individuals, including persons with disabilities. The Company’s goal is to align, where practicable and appropriate, with generally recognised accessibility standards, including the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA (or any successor standard).

14.7.1 Development Phase; Progressive Enhancement; No Immediate Conformance Guarantee

You acknowledge that the Services are evolving and may be provided during a Development Phase with incremental feature releases, design changes, and interface updates. As a result, some portions of the Services may not yet fully conform to WCAG 2.1 Level AA (or any successor standard) at all times, may work better with some assistive technologies than others, and may temporarily regress during updates. The Company will make good-faith efforts to identify, prioritise, and remediate accessibility barriers over time, and to provide reasonable alternative access or support where practicable; however, except to the extent required by applicable law or expressly agreed in a written Institutional Agreement, the Company does not warrant that the Services are currently compliant with any specific accessibility standard or that any particular accessibility issue will be resolved within a specific timeframe.

Because accessibility can be affected by a user’s device, browser, settings, assistive technology, third-party content, and other factors outside the Company’s control, the Company does not warrant that the Services will be fully accessible in all circumstances. However, the Company will use commercially reasonable efforts to address material accessibility issues within a reasonable time when reported and when reasonably feasible to do so.

14.8 Accessibility Feedback; Accommodations

If you encounter an accessibility barrier, you may contact the Company using the accessibility contact method made available through the Services. Please describe the issue, the page or feature involved, and the assistive technology or configuration you are using (if applicable). The Company may request additional information to help reproduce and resolve the issue. Where appropriate, the Company may provide alternative formats, temporary workarounds, or other reasonable accommodations, particularly in coordination with Institutions using CONNECTed. Nothing in this Section 14 limits any rights you may have under applicable accessibility or human rights laws.

15.1 "AS IS" and "AS AVAILABLE" Basis

THE SERVICES, INCLUDING ALL CONTENT, OUTPUTS, FEATURES, FUNCTIONALITY, AND MATERIALS, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENCY OF ANY CONTENT, OUTPUTS, OR INFORMATION PROVIDED THROUGH THE SERVICES; AND
• WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

15.2 No Guarantee of Accuracy or Completeness

The Company makes no representations or warranties regarding:

• The accuracy, completeness, reliability, or currency of Outputs, course equivalencies, programme mappings, credit transfer analyses, or any other information or data generated by or presented through the Services;
• The quality, accuracy, or consistency of data extracted from transcripts or other User Content, given the variability in transcript formats, document quality, and institutional conventions;
• The applicability or interpretation of institutional policies, calendar requirements, transfer agreements, or academic regulations;
• The outcomes or results that may be achieved by relying on Outputs or information provided through the Services; or
• The suitability or fitness of the Services for any particular academic, financial, or decision-making purpose.

15.3 No Professional or Academic Advice

THE SERVICES DO NOT CONSTITUTE PROFESSIONAL, LEGAL, FINANCIAL, ACADEMIC, OR CAREER ADVICE. THE COMPANY IS NOT A POST-SECONDARY INSTITUTION, ACADEMIC ADVISER, REGISTRAR, ACCREDITATION BODY, OR PROFESSIONAL COUNSELLOR. OUTPUTS ARE GENERATED BY AUTOMATED ALGORITHMS AND DO NOT REFLECT INDIVIDUALISED GUIDANCE, HUMAN JUDGMENT, OR EXPERT CONSULTATION. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS AND INSTITUTIONAL REPRESENTATIVES BEFORE MAKING ANY DECISIONS BASED ON INFORMATION PROVIDED THROUGH THE SERVICES.

15.4 Third-Party Content and Services

THE COMPANY DISCLAIMS ALL WARRANTIES REGARDING THIRD-PARTY SERVICES, EXTERNAL WEBSITES, LINKS, INSTITUTIONAL POLICIES, AND OTHER THIRD-PARTY CONTENT OR MATERIALS REFERENCED THROUGH THE SERVICES. THE COMPANY DOES NOT ENDORSE, CONTROL, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, OR SUITABILITY OF ANY THIRD-PARTY CONTENT OR SERVICES.

15.5 Limitation on Liability for Errors

TRANSCRIPT FORMATS AND INSTITUTIONAL DATA VARY WIDELY. AUTOMATED EXTRACTION, PARSING, AND ANALYSIS MAY RESULT IN ERRORS, OMISSIONS, MISINTERPRETATIONS, OR INACCURACIES. THE COMPANY DOES NOT WARRANT THAT OUTPUTS WILL BE FREE FROM ERRORS OR THAT ALL RELEVANT DATA WILL BE CORRECTLY EXTRACTED OR APPLIED.

15.6 Non-Waiver of Consumer Rights

NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY ANY CONSUMER RIGHTS, WARRANTIES, GUARANTEES, OR CONDITIONS THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED UNDER APPLICABLE LAW (INCLUDING CONSUMER PROTECTION LEGISLATION). TO THE EXTENT THAT ANY IMPLIED WARRANTIES OR CONDITIONS CANNOT BE EXCLUDED, THE COMPANY'S LIABILITY FOR BREACH OF SUCH WARRANTIES OR CONDITIONS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, GOODWILL, OR REPUTATION;
• LOSS OF DATA, USE, OR OTHER INTANGIBLE LOSSES;
• COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES;
• EDUCATIONAL, ACADEMIC, OR CAREER SETBACKS OR DELAYS;
• TUITION, FEE, OR FINANCIAL LOSSES;
• DAMAGES ARISING FROM RELIANCE ON OUTPUTS OR INFORMATION PROVIDED THROUGH THE SERVICES; OR
• ANY OTHER INDIRECT OR CONSEQUENTIAL DAMAGES,

WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

• THE TOTAL FEES PAID BY YOU TO THE COMPANY FOR USE OF THE SERVICES IN THE twelve (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
• CAD $100.

16.3 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 15 AND 16 REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

16.4 Essential Purpose

THE LIMITATIONS OF LIABILITY IN THIS SECTION 16 SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

16.5 Carve-Outs and Non-Excludable Liability

NOTHING IN THESE TERMS EXCLUDES OR LIMITS THE LIABILITY OF THE COMPANY PARTIES FOR:

• DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
• FRAUD OR FRAUDULENT MISREPRESENTATION;
• ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, INCLUDING LIABILITY ARISING UNDER CONSUMER PROTECTION LEGISLATION OR OTHER MANDATORY STATUTORY RIGHTS; OR
• ANY OTHER LIABILITY EXPRESSLY EXCLUDED FROM LIMITATION UNDER APPLICABLE LAW.

16.6 Province-Specific Considerations

IF YOU ARE A CONSUMER RESIDENT IN ONTARIO OR ANOTHER CANADIAN PROVINCE OR TERRITORY, YOU MAY HAVE CERTAIN STATUTORY RIGHTS AND REMEDIES THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT. TO THE EXTENT THAT ANY PROVISION OF THIS SECTION 16 CONFLICTS WITH NON-WAIVABLE CONSUMER PROTECTION RIGHTS, SUCH RIGHTS SHALL PREVAIL TO THE EXTENT REQUIRED BY LAW.

17.1 Indemnification Obligation

You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to:

• Your use or misuse of the Services;
• Your User Content, including any claim that your User Content infringes, misappropriates, or violates any third party's intellectual property rights, privacy rights, or other rights;
• Your breach or alleged breach of these Terms or any representation, warranty, or obligation herein;
• Your violation of any applicable law, regulation, or the rights of any third party;
• Your negligence, willful misconduct, or fraud; or
• Any claim arising from reliance on Outputs or information provided through the Services where you failed to independently verify such information with authorised institutional sources.

17.2 Defence and Settlement

The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you. You agree to cooperate fully with the Company in the defence of any such claim. You shall not settle any claim that affects the Company or imposes any obligation or liability on the Company without the Company's prior written consent.

17.3 Notice

You agree to promptly notify the Company in writing of any claim, demand, or action subject to indemnification. Failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent that the Company is materially prejudiced by such failure.

18.1 Termination by User

You may terminate your Account and discontinue use of the Services at any time by:

• Following the account closure procedure in your Account settings; or
• Contacting the Company at the contact email address or web form we designate on the Services for general inquiries and legal notices to request account termination.

Upon termination by you, your access to the Services will cease. Fees paid are non-refundable except as expressly provided in Section 12 or as required by law.

18.2 Termination or Suspension by Company

The Company reserves the right, in its sole discretion, to suspend, restrict, or terminate your Account or your access to the Services, with or without notice, for any reason, including but not limited to:

• Breach of these Terms, the Privacy Policy, or any Additional Policies;
• Violation of applicable law or regulation;
• Fraudulent, abusive, or unauthorised use of the Services;
• Security concerns, including suspected account compromise;
• Non-payment of Fees;
• Conduct that poses a risk of harm or liability to the Company, other Users, or third parties;
• Legal, regulatory, or governmental requests or requirements; or
• Prolonged inactivity.

18.3 Effect of Termination

Upon termination or suspension of your Account:

• Your right to access and use the Services shall immediately cease;
• The Company may delete or disable your Account and User Content, subject to the retention and deletion provisions of the Privacy Policy;
• You remain liable for any obligations incurred prior to termination, including unpaid Fees;
• Sections of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to Sections 2 (Definitions), 7 (Licence Grant by User to Company), 8 (Acceptable Use Policy), 9 (Intellectual Property Rights), 15 (Disclaimers of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 20 (Governing Law and Dispute Resolution), and 22 (General Legal Provisions).

18.4 No Liability for Termination

The Company shall not be liable to you or any third party for any suspension, termination, or discontinuation of your access to the Services, except as required by applicable law.

18.5 Institutional User Termination

Institutional Users' access to CONNECTed may be terminated by their institution at any time. The Company is not responsible for decisions made by institutions regarding Institutional User access.

19.1 Reporting Copyright or IP Infringement

The Company respects the intellectual property rights of others and expects Users to do the same. If you believe that any User Content or other material available through the Services infringes your copyright, trademark, or other intellectual property rights, please provide the Company with a written notice containing the following information:

• A physical or electronic signature of the person authorised to act on behalf of the owner of the intellectual property right;
• Identification of the copyrighted work, trademark, or other intellectual property claimed to have been infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit the Company to locate the material (e.g., URL, description, Account name);
• Your contact information, including address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the intellectual property owner, its agent, or the law; and
• A statement that the information in the notice is accurate and, under penalty of perjury (or equivalent statutory declaration), that you are authorised to act on behalf of the owner of the intellectual property right.

19.2 Designated Agent for Notices

Notices of alleged infringement should be sent to the Company's designated agent:

CONNECTed Academia Inc.

Attn: IP Infringement Agent

our mailing address published on the Services and, where required, in applicable billing and marketing communications

Email: the contact email address or web form we designate on the Services for general inquiries and legal notices

19.3 Response to Notices

Upon receipt of a valid notice of alleged infringement, the Company may:

• Remove or disable access to the allegedly infringing material;
• Notify the User who posted the material;
• Provide the User with an opportunity to respond with a counter-notice; and
• Take such other actions as required or permitted by applicable law.

19.4 Counter-Notices

If you believe that material you posted was removed or disabled in error or as a result of misidentification, you may provide a counter-notice containing:

• Your physical or electronic signature;
• Identification of the material that was removed and its location before removal;
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
• Your contact information; and
• A statement that you consent to the jurisdiction of the courts in Toronto, Ontario, and that you will accept service of process from the person who provided the original notice or their agent.

19.5 Compliance with Canadian Law

The Company's intellectual property infringement procedures are designed to comply with applicable Canadian laws, including copyright law, and are not limited to or governed exclusively by the United States Digital Millennium Copyright Act (DMCA). The Company will handle notices and counter-notices in accordance with Canadian legal requirements and industry best practices.

19.6 Repeat Infringers

The Company reserves the right to terminate the Accounts of Users who are repeat infringers of intellectual property rights.

19.7 No Obligation to Monitor

The Company has no obligation to monitor User Content or actively seek out infringing material. The procedures in this Section 19 do not create any duty on the part of the Company to investigate, verify, or police intellectual property infringement.

20.1 Governing Law

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. If you are an Institution with an Institutional Agreement, the governing law in the Institutional Agreement controls for disputes within its scope.

20.2 Informal Resolution First

Before commencing arbitration or court proceedings, you and the Company agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or communications between you and the Company (a “Dispute”) informally. You agree to send the Company a written notice of Dispute to the legal notice contact method designated on the Services and to include: (a) your name and contact information; (b) a description of the Dispute; (c) the relief you seek; and (d) sufficient information for the Company to understand and investigate the Dispute.

Upon receipt, the Company will attempt to contact you to discuss resolution. You and the Company agree to participate in these discussions for at least thirty (30) days (unless the Dispute requires urgent injunctive relief). Informal resolution is a condition precedent to initiating arbitration or litigation, except where prohibited by applicable law.

20.3 Arbitration Agreement (Where Permitted)

20.3.1 Applicability; Consumer Protection Carve-Out. To the maximum extent permitted by applicable law, you and the Company agree that Disputes shall be resolved by final and binding arbitration on an individual basis, except as set out in Section 20.3.2. HOWEVER, SOME LAWS (INCLUDING CERTAIN CONSUMER PROTECTION LAWS) MAY RESTRICT OR PROHIBIT MANDATORY ARBITRATION OR LIMIT WAIVERS OF CLASS ACTIONS. WHERE APPLICABLE LAW PROHIBITS THIS ARBITRATION AGREEMENT FROM APPLYING TO YOUR DISPUTE, THIS SECTION 20.3 DOES NOT APPLY, AND YOUR DISPUTE WILL BE RESOLVED IN COURT AS SET OUT IN SECTION 20.6.

20.3.2 Exceptions. Notwithstanding Section 20.3.1, either party may bring an individual claim in a small claims court of competent jurisdiction (if the claim is within that court’s jurisdiction and proceeds on an individual basis only). In addition, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or security obligations.

20.3.3 Arbitration Administrator and Rules. Unless the parties agree otherwise, arbitration shall be administered by ADR Institute of Canada, Inc. (“ADRIC”) under its then-current arbitration rules. If ADRIC is unavailable or declines to administer the arbitration, the parties shall mutually select an alternative reputable arbitration administrator. If the parties cannot agree, a court of competent jurisdiction may appoint an administrator or arbitrator consistent with applicable law.

20.3.4 Seat; Location; Remote Hearings. The legal seat of arbitration shall be Toronto, Ontario, Canada, unless the parties agree otherwise or applicable law requires a different location. Hearings may be conducted remotely by videoconference or teleconference where appropriate, and the arbitrator may decide that an in-person hearing is unnecessary for efficiency or fairness.

20.3.5 Arbitrator Authority. The arbitrator shall have exclusive authority to resolve all issues relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable, except that a court shall have authority to determine the enforceability of the class action waiver in Section 20.4 where required by law. The arbitrator may award any relief that a court of competent jurisdiction could award on an individual basis, subject to the limitations and disclaimers in these Terms.

20.3.6 Fees and Costs. The payment of arbitration fees and expenses will be governed by the administrator’s rules and any applicable law. Each party will bear its own legal fees and costs unless the arbitrator awards otherwise under applicable law. For consumer Users, where required by applicable law or where the Company elects to do so for fairness, the Company may pay or reimburse certain filing or administrative fees beyond an amount that would be comparable to court filing fees, subject to the User acting in good faith and complying with the informal resolution requirements.

20.3.7 Confidentiality. To the extent permitted by the administrator’s rules and applicable law, the arbitration proceeding, submissions, and award shall be treated as confidential by the parties, except as necessary to enforce the award or as otherwise required by law.

20.3.8 Opt-Out. If you are an individual consumer User, you may opt out of this arbitration agreement by sending the Company a written notice of opt-out within thirty (30) days of the earliest of: (a) the date you first create an Account; (b) the date you first use the Services; or (c) the Effective Date of these Terms, whichever is later. The opt-out notice must include your name, the email address associated with your Account (if any), and a clear statement that you wish to opt out of arbitration. Opting out of arbitration will not affect any other provisions of these Terms, including the class action waiver to the extent permitted by law.

20.4 Class Action Waiver; Representative Proceedings

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless expressly agreed in writing by the Company, the arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding.

If a court of competent jurisdiction determines that the class action waiver in this Section 20.4 is unenforceable with respect to a particular claim or request for relief, then (a) that claim or request for relief shall be resolved in court rather than in arbitration, and (b) the remaining provisions of this Section 20 shall remain in effect to the maximum extent permitted by law.

20.5 Equitable Relief

Notwithstanding any other provision of this Section 20, either party may seek equitable or injunctive relief in any court of competent jurisdiction to prevent irreparable harm, including to prevent unauthorised access to the Services, misuse of data, breach of confidentiality, or infringement of intellectual property rights.

20.6 Court Proceedings; Venue (Where Arbitration Does Not Apply)

If arbitration does not apply to a Dispute due to Section 20.3.1, a valid opt-out under Section 20.3.8, or because applicable law prohibits arbitration or class action waivers, then the Dispute shall be resolved exclusively in the courts located in Toronto, Ontario, Canada, and you and the Company irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue or inconvenient forum, subject to any non-waivable rights you may have under applicable law.

20.7 Limitation Period for Claims

To the extent permitted by law, any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after the claim or cause of action arose; otherwise, such claim is permanently barred.

21.1 Right to Modify

The Company reserves the right to modify, amend, update, or replace these Terms at any time, in its sole discretion. Changes may be made to reflect:

• Changes to the Services, features, or business practices;
• Legal, regulatory, or compliance requirements;
• Security, safety, or operational considerations; or
• Other business or operational reasons.

21.2 Notice of Changes

When the Company makes material changes to these Terms, we will provide notice by:

• Updating the "Last Updated" date at the top of these Terms;
• Posting a notice on the Services or within your Account; and/or
• Sending an email notification to the address associated with your Account (if we have one on file).

The Company will endeavour to provide at least thirty (30) days' advance notice for material changes that adversely affect your rights, except where changes are required for legal, regulatory, or security reasons.

21.3 Effective Date of Changes

Amended Terms shall become effective on the date specified in the notice or, if no date is specified, upon posting to the Services. Your continued access to or use of the Services after the effective date of the amended Terms constitutes your acceptance of the changes. If you do not agree to the amended Terms, you must discontinue use of the Services and terminate your Account.

21.4 Review Responsibility

You are responsible for reviewing these Terms periodically to stay informed of any updates. The Company is not obligated to notify you of non-material changes or corrections (e.g., typographical edits).

22.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any Additional Policies incorporated by reference, constitute the entire agreement between you and the Company regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, and communications, whether written or oral, relating to such subject matter.

22.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent, or, if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions of these Terms shall remain in full force and effect.

22.3 Waiver

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver by the Company must be in writing and signed by an authorised representative of the Company.

22.4 Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the Company. Any attempted assignment in violation of this provision shall be null and void. The Company may freely assign, transfer, or delegate these Terms and its rights and obligations hereunder without restriction. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22.5 No Agency or Partnership

Nothing in these Terms shall be deemed to create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and the Company. You have no authority to bind the Company or to act on behalf of the Company in any manner.

22.6 Force Majeure

The Company shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, pandemic or epidemic, governmental actions, utility failures, telecommunications or internet service provider failures, hacking or cyberattacks, or other similar events ("Force Majeure Events"). The Company shall use commercially reasonable efforts to resume performance as soon as reasonably practicable following a Force Majeure Event.

22.7 Interpretation and Headings

The headings and section titles in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing any gender include all genders.

22.8 Language

These Terms have been drafted in the English language. If these Terms are translated into any other language, the English version shall govern and prevail in the event of any conflict or discrepancy.

22.9 Independent Legal Advice

The Company recommends that you seek independent legal advice before agreeing to these Terms if you have any questions or concerns regarding your rights and obligations hereunder.

22.10 Electronic Communications and Signatures

You consent to receive communications from the Company electronically, including via email, in-app notifications, or posting on the Services. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. Electronic signatures and records have the same legal effect as traditional written signatures and records.

23. SPECIAL TERMS FOR INSTITUTIONAL USERS (CONNECTed)

23.1 Authorised Use Only

Institutional Users may access and use CONNECTed only if they are duly authorised by a post-secondary institution (the "Institution") that has entered into a licensing, service, or other contractual arrangement with the Company (the "Institutional Agreement"). Institutional Users agree to:

• Use CONNECTed solely for authorised institutional purposes in accordance with the scope of their employment or engagement with the Institution;
• Comply with all policies, procedures, and directives of the Institution, including but not limited to policies governing data access, student privacy, confidentiality, conflicts of interest, and appropriate use of institutional systems;
• Maintain the confidentiality and security of their CONNECTed credentials; and
• Not share, disclose, or export any data, Outputs, or information accessed through CONNECTed except as authorised by the Institution and in compliance with applicable privacy and data protection laws.

23.2 Institutional Responsibility

The Institution, not the Company, is responsible for:

• Managing and controlling access permissions for its Institutional Users;
• Training, supervising, and monitoring the conduct of its Institutional Users;
• Ensuring that Institutional Users comply with these Terms, the Institution's policies, and applicable laws; and
• Investigating and addressing any misuse, breach, or unauthorised activity by Institutional Users.

23.3 Termination of Institutional User Access

The Institution may suspend or terminate an Institutional User's access to CONNECTed at any time, with or without cause. The Company may also suspend or terminate Institutional User access in accordance with Section 18 or upon request or direction from the Institution.

23.4 No Reliance on Outputs by Institutional Users

Institutional Users acknowledge that Outputs generated by CONNECTed are informational tools and suggestions only. Institutional Users agree:

• Not to rely solely on Outputs when making official transfer credit decisions, programme assessments, or academic determinations;
• To exercise independent professional judgment and review all relevant policies, calendars, transcripts, and supporting documentation; and
• To verify and validate all Outputs before communicating them to students or using them for official institutional purposes.

23.5 Data Provided by Institutions

If the Institution provides data, policies, calendar information, or other materials to the Company for purposes of operating CONNECTed:

• The Institution represents and warrants that it has all necessary rights, licences, and permissions to provide such data;
• The Institution grants the Company a limited licence to use such data solely for the purposes of providing CONNECTed and related Services to the Institution; and
• Ownership, confidentiality, and permissible uses of such institutional data shall be governed by the Institutional Agreement.

23.6 Relationship Between Institutional Agreement and These Terms

In the event of any conflict between these Terms and the terms of an Institutional Agreement, the Institutional Agreement shall prevail with respect to matters specifically addressed therein. These Terms establish baseline requirements for all Institutional Users; the Institutional Agreement may impose additional or more restrictive obligations.

23.7 Compliance with Privacy and Confidentiality Laws

Institutional Users agree to handle all student information, personal information, and confidential data accessed through CONNECTed in compliance with applicable privacy and data protection laws, including but not limited to the Freedom of Information and Protection of Privacy Act (FIPPA) (where applicable), the Personal Information Protection and Electronic Documents Act (PIPEDA), and any other relevant federal, provincial, or institutional privacy requirements.

24.1 Export Controls and Sanctions Compliance

You represent and warrant that (a) you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions or embargoes imposed by Canada, the United States, the United Nations, the European Union, or the United Kingdom; (b) you are not listed on any sanctions or restricted party list maintained by such authorities; and (c) you will not use the Services in violation of applicable export control or sanctions laws. The Company may restrict or terminate access where required to comply with sanctions or export control obligations.

24.2 Prohibited End Uses

You must not use, or permit others to use, the Services for any prohibited end use under applicable law, including unlawful surveillance, infringement of rights, or activities that would reasonably be expected to violate privacy, security, or academic integrity obligations.

24.3 Anti-Corruption

You agree not to offer, promise, give, solicit, or accept any bribe, kickback, or improper payment in connection with the Services. This includes compliance with applicable anti-corruption laws, including Canada’s Corruption of Foreign Public Officials Act (CFPOA) and similar laws in other jurisdictions.

25.1 Confidential Information

In the course of using the Services, you may receive non-public information about the Company, the Services, an Institution, or another user, including product roadmaps, security practices, non-public policies, and internal workflows ("Confidential Information"). You agree to keep Confidential Information confidential, to use it only as permitted by these Terms (and, for Institutional Users, the Institutional Agreement and institutional policies), and not to disclose it to third parties without authorisation.

25.2 Institutional Confidentiality

Institutional Users acknowledge that Institution Data and student records accessed through CONNECTed may be subject to institutional confidentiality obligations, student privacy obligations, and applicable laws (including FIPPA/FOIPPA where applicable). Institutional Users must access and use such information only to the extent authorised by their Institution and must implement appropriate safeguards consistent with institutional policy.

25.3 Security Responsibilities

You are responsible for (a) securing Your Devices, including installing updates and using appropriate malware protection; (b) maintaining the confidentiality of credentials; and (c) promptly notifying the Company and, where applicable, your Institution of suspected compromise. The Company may impose additional security requirements (for example, multi-factor authentication) and may restrict access where it reasonably believes an Account is compromised.

25.4 Security Incident Handling

The Company will investigate Security Incidents and will comply with applicable breach notification obligations. You acknowledge that notifications may be delayed where required to address law enforcement needs or to determine the scope of an incident.

26.1 Government Entities

If you are using the Services on behalf of a government entity, public sector body, or crown corporation, you represent that you have authority to accept these Terms on its behalf. Additional terms may apply under procurement rules, and the Company may require a separate written agreement.

26.2 No Special Rights

Except as expressly required by applicable law or agreed in a written contract, government users receive the same rights and are subject to the same restrictions as all other Users under these Terms.

27.1 Priority of Institutional Agreement

For CONNECTed, the Institutional Agreement governs commercial terms, service levels, data processing terms, confidentiality obligations, and any additional requirements agreed with the Institution. Where there is a conflict between these Terms and an Institutional Agreement, the Institutional Agreement controls for matters within its scope.

27.2 Order of Precedence for Data Terms

If the Institutional Agreement includes a data processing addendum, privacy schedule, or security schedule, those terms govern for Institution Data and Student Data processed through CONNECTed, except where mandatory law requires otherwise.