Licensing Agreement
Here's to the Start of our Beautiful Relationship
Welcome to to TutorAlly.com provided to you by the one and only TutorAlly Inc. (if it wasn’t obvious enough). Please read these terms carefully as these are the rules of engagement when your organization engages in a licensing agreement with TutorAlly Inc.
All specific licensing details including pricing, volume of licenses and license effective date ranges are illustrated a separate agreement sent to your administrator.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and they apply to all access to and use of TutorAlly.com.
Your continued use of TutorAlly.com after the posting of revised terms means that you accept and agree to the changes. You should check this page to stay informed of any changes.
Please refer to Terms and Conditions for further detail.
Licensed Software Ownership
Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to access the Site solely for your own personal, noncommercial use.
Certain Restrictions.
TutorAlly owns all courses found on TutorAlly.com, unless we say otherwise. We, as the licensor, will retain all intellectual property rights pertaining to our products and services.
YOU shall not claim any part of the courses as your own. TutorAlly courses belong to TutorAlly Inc. Client specific courses found on TutorAlly.clom also belong to TutorAlly Inc. TutorAlly commits to keep client specific course material confidential to you the client and will not share anyone other than you.
YOU acknowledge that no title to the intellectual property in the Product is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Product shall remain that of TutorAlly Inc. and/or the licensee parties (you) providing content.
In other words…
TutorAlly courses belong to us, even though sometimes we may build something specific for you. We still own that. You have our word that we keep all your stuff confidential.
Course Material Updates
Right to Updates.
Regular maintenance of course material is included in the license agreement, and clients will have access to it.
In other words…
We help you update your course material so that you don’t have to. Obviously, you get access to your updated stuff.
Right to Charge for Updates. If you want a significant part of a course updated, new scope for client specific courses need to be re-discussed and outlined in an addendum to this agreement. It may include a change in licensing fee.
In other words…
If you ask us to make updates to your course, we need to talk. It might cost you more (or it might not).
License to Updates. Significant changes to course material, new scope for client specific courses need to be re-discussed and outlined in an addendum to this agreement. This is considered out of scope unless TutorAlly provides additional terms in a separate agreement.
In other words…
If it looks like it we’re changing way too much, we need to talk.
Use of Previous Versions. Once courses updated, previous versions of the course are deactivated and are inaccessible.
In other words…
Once it’s updated on the site, it’s updated. You can’t see old stuff anymore.
Intellectual Property and Restrictions.
All content (such as courses, text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations) and all software and technology used, provided or implemented on or through the Site is the property of TutorAlly Inc, and/or its licensors and protected by Canada and international copyright and other laws. You may use such materials only in connection with your access of the Site.
You may not copy, distribute, scrape, disassemble, reverse engineer or otherwise appropriate or create any derivative works from any of these materials.
Any trademarks, service marks, graphics and logos used in connection with the Site are either our trademarks or those of third parties. You may not use any such marks for any purpose. We retain all rights in all materials, technology and marks on the Site. We do not grant any rights other than those explicitly granted by these terms. Unless otherwise stated, you shall not sell, rent, lease, offer, sublicense, distribute, transfer, copy, reproduce, display, modify or timeshare any portion of the Site or the tools, features or services offered through the Site or for commercial purposes in any manner.
You may not perform any testing or benchmarking of the Site, or provide information from the Site (including, without limitation, course material) to any third parties, except as permitted by these Terms.
In other words…
Everything that you experience on TutorAlly belongs to us, not you. As long as you never try to copy or steal our stuff, we’ll get along.
Prohibited Uses. You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
In any way that violates any applicable federal, state, local or international law or regulation.
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
YOU are not allowed to turn around and sell access to the courses that it has procured from TutorAlly to anyone else. In addition, YOU are not allowed to copy it, or modify it in any way… or change it up, slap your logo on it and call it yours.
The client shall not distribute, license, loan, or sell the Licensed Software or other content contained or displayed in it, modify, alter, or create any derivative works of the Licensed Software, reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Licensed Software, or remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Licensed Software.
YOU shall not duplicate, record, or reproduce any part of TutorAlly courses without a written consent by TuturAlly Inc.
YOU can only use TutorAlly courses and website for the purposes of training your employees.
In other words…
If you want to continue doing business with us, we expect you to act like a decent human being. Steal our stuff and we’re done.
Additionally, you agree NOT to:
Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.
In other words…
You promise not to do evil things on our site.
Termination
TutorAlly has the right to terminate the license agreement and revoke YOUR access in case of violating the any of the stated rules in this agreement.
The Company may terminate this agreement with immediate effect if YOU breach any part of this agreement.
In other words…
If you mess with our stuff, and do the opposite of what we agreed, we’re done.
Confidentiality
TutorAlly Inc. may collect info in order to ensure that you get quality products and services. The Company may collect and use technical information gathered as part of its maintenance, support, and training services, only for the purpose of improving its products and services.
TutorAlly Inc. will keep all information and data related to its clients confidential. The Company will not disclose any of this information in a form that personally identifies TutorAlly’s clients.
TutorAlly promises to keep its client specific data and intelligence confidential. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.
TutorAlly promises to keep confidentiality of YOUR specific courses only for YOUR related purposes.
In other words…
In order to deliver the best to you, we sometimes need to collect data from you. You have our word that we keep it all confidential and anonymous wherever necessary.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.
In other words…
If you don’t play by our rules when you’re using our site, and get into trouble, it’s not our fault. You’re on your own.
Electronic Communication
When you visit the Site, provide content, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
In other words…
One of our favourite ways to communicate with you is via email or posting something on our site. If you need to talk to us, you can email us too.
Waiver and Severability
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
In other words…
Even if one part of this agreement is not valid for your situation, the rest of it still applies.
Product Ideas
If you submit comments or ideas about current or future courses, including without limitation potential improvements to our courses or services you understand that any such submissions are unsolicited and we may use them without restriction and you will not be entitled to any compensation.
In other words…
We don’t actually pay you for any ideas that you may give us.
Entire Agreement
The Terms of Use, terms and conditions, License agreement, and Copyright Policy (as applicable) constitute the sole and entire agreement between you and TutorAlly, Inc. with respect to the Website and supersede all prior and contemporaneous oral understandings, agreements, representations and warranties with respect to the Website. For the avoidance of doubt, the terms of a separate subscription agreement entered into by and between you and the Company shall govern to the exclusion of these Terms of Use where applicable.
In other words…
This is to which we all agree. Anything else, we’ll have a separate agreement.