Terms and Conditions

The website (examify.ca) ("Website") is operated by EXAMIFY INC ("we", "us", "our" or "Examify") on its own behalf.

These Terms of Service set out the terms and conditions on which You may access and/use our Website in order to have access to our test, examination, and learning services (the "Examify Services"). These Terms of Service, together with the Privacy Policy referred to herein, form a legally binding agreement between You and us for use of the Examify Services ("Agreement"). Please read them carefully before You use the Website or attempt to access or use any Examify Services.

By using the Examify Services You indicate that You accept this Agreement and You agree to be bound by it. If You do not agree to the Agreement, please do not use the Examify Services. "You" or "Your" is defined as an individual user of the Examify Services such as, but not limited to, a student or course instructor.

  1. RESTRICTIONS AND REQUIREMENTS FOR USING THE EXAMIFY SERVICES
    1. Institutional Users. Users using the Examify Services through a subscription held by a school, university or college (or other such entity) (for example, students, course instructors or other staff) agree that they do so with the appropriate permissions and authority from the applicable institution.
    2. Competitors. You may not access or use the Examify Services if You are our direct competitor, except with our prior written consent. In addition, You may not access the Website for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
    3. Minors. You represent that You are at least eighteen (18) years of age and You have the legal authority to enter into this Agreement. If You are at least thirteen (13) years of age and less than eighteen (18) years of age, and are not enrolled at a post-secondary education institution, then Your parent or legal guardian must read and accept this Agreement, consent to Your use of the Examify Services, and agree to You providing any personal information in connection with the Examify Services on Your behalf.  This Service is not meant for users under the age of thirteen (13).
    4. Changes to agreement. We may change these Terms of Service or the Privacy Policy from time to time, without prior notice.  All changes will take effect within 30 days of being posted on our home page or otherwise notified to users. Your continued use of the Examify Services will signify Your acceptance of such changes. If at any time You do not agree to be subject to any modified Terms of Service, You may no longer use the Website or Examify Services.
    5. Changes to Services. We reserve the right to make changes to the Examify Services, at any time, with or without providing notice to You. In the event that You do not agree with any changes to the Examify Services Your only remedy shall be to cease using the Examify Service.
  2. YOUR PASSWORD AND ACCOUNT
    1. Registered Users. In order to gain access to and use any features of the Examify Services through the Website, You are required to register for an account that is accessed by an email address and password ("Account"). In registering for Your Account, You agree (i) that the information You provide to us in connection with Your registration will be current, complete and accurate, (ii) not to transfer, sell, convey or assign the right to use Your Account to any third party without the prior written consent of us and (iii) not to permit any third party to use Your email address and password to access Your Account or the Examify Services. You further agree that You are responsible for the conduct of any party that uses Your Account, whether or not authorized by You, and for any breach of the security of the Examify Services related to the use of Your email address and/or password. You agree that You shall not have more than one Account at any given time. You agree not to create an Account or use the Examify Services if You have been previously removed by Examify, or if You have been previously banned from any of the Examify Services.
    2. Grant of Rights. Upon registration in a particular course through Examify, Examify grants You the limited, revocable, non-transferable, non-exclusive right to access and use the Examify Services for the duration of that particular course, as set out in the Contract for Service governing that course and subject to any additional terms contained therein.
    3. Contract for Service. The right to access to use the Examify Services may be obtained through a Contract for Service that incorporates by reference this Agreement.
  3. USER SUBSCRIPTION

    Unless otherwise specified in the applicable Contract for Service, (i) the right to access and use the Examify Services is purchased as user subscriptions for a particular course and Examify Services may be accessed by no more than the specified number of users, (ii) additional user subscriptions may be added during the applicable course term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the course term in effect at the time the additional user subscriptions are added, and (iii) the added user subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated users only and cannot be shared or used by more than one user but may be reassigned to new users replacing former users who no longer require ongoing use of the Examify Services.

  4. RIGHTS IN USER CONTENT
    1. No Other Interest. As between Examify and You, You retain ownership of any content that You upload, post, transmit or display on or through the Examify Services including any intellectual property rights which subsist in that content ("User Content"). You agree that You are responsible for protecting and enforcing those rights and that we have no obligation to do so on Your behalf.
    2. User Content License. By uploading, posting or displaying User Content, You grant us and affiliates a non-exclusive, perpetual, royalty-free right to use, reproduce, modify, publish, distribute, perform, display and transmit the User Content for the sole purpose of providing services to You. In addition, we shall be permitted to use anonymized User Content both during and after the term of this Agreement to optimize our service and for any other lawful purpose. In no event will such data include any personally identifiable information.
    3. Your Representation and Warranty. By uploading, posting or displaying User Content, You represent and warrant that You have all the necessary rights and consents to upload User Content to our Examify Services.
    4. User Content Compliance With Acceptable Use Provisions. You may not post any User Content that contains any material which is the confidential information of any third party or which is defamatory, obscene, or otherwise unlawful. Any User Content posted or shared by You on our System must comply with the acceptable use provisions in Section 5.
    5. Removal of User Content. We have the right (but have no obligation) at our sole discretion to review and remove any User Content that we feel in our judgment does not comply with this Agreement or violates any third-party copyrights or trademarks. We are not responsible for any delay or failure in removing such User Content. If You post User Content that we choose to remove, You hereby consent to such removal, and consent to waive any claim against us. We do not monitor all content uploaded, posted or published on our System. If You believe that any content uploaded, posted or published on our System is defamatory and/or breaches the Agreement or infringes Your intellectual property rights please contact us at info@examify.ca. We may require You to provide additional information to help us assess Your concern and correctly identify information to be removed.
    6. User Content Indemnity. You agree to indemnify and hold Examify, and its affiliates, officers, agents, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of User Content You submit, post to, email, or otherwise transmit through Examify Services, Your use of the Examify Services or Your breach of the Agreement.
  5. ACCEPTABLE USE
    1. Prohibited Uses. You may use the Examify Services only for lawful purposes. You may not use the Examify Services:
      • In any way that breaches any applicable local, national or international law or regulation.
      • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
      • or the purpose of harming or attempting to harm minors or vulnerable adults in any way.
      • To abuse, harass, threaten, impersonate or intimidate any other user or third party.
      • or any conduct involving stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or asking for personal information as prohibited under applicable laws, regulations or code.
      • To send, knowingly receive, upload, download, use or re-use any material that is infringing, libelous, defamatory, discriminatory, obscene, pornographic, sexually explicit, abusive, offensive, hateful, profane, violent, or otherwise violates or encourages someone to violate any law or right of any third party as determined in our sole discretion.
      • To impersonate or attempt to impersonate Examify, an Examify employee, another user, faculty, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
      • To encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Examify Services or which, as determined by Us, may harm Examify or users of the Examify Services or expose them to liability.
      • To cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
      • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
      • To give the impression that a communication originates from or is endorsed by Examify or any other person or entity, if this is not the case.
      • To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
      • To post any information which is incomplete, false, inaccurate or not Your own.
      • To use the Examify Services to inquire about, engage in or aid or assist anyone with any form of academic dishonesty (i.e. taking (or help take) quizzes or examinations on someone’s behalf, or completing work in violation of academic integrity policies or other conduct policies of a school, university, academic institution or workplace). We may report any breach of this prohibition to the applicable school, university, academic institution or workplace.

      You also agree:

      • Not to reproduce, duplicate, copy or re-sell any part of the Examify Services in contravention of this Agreement.
      • Not to bypass or attempt to bypass any measures we may use to prevent or restrict access to the Examify Services or to interfere or attempt to interfere with the proper functioning of the Examify Services.
      • Not to access without authority, interfere with, damage or disrupt:
        • any part of our website;
        • any equipment or network on which our website is stored;
        • any software used in the provision of our website; or
        • any equipment or network or software owned or used by any third party.
    2. Suspension and Termination. Failure to comply with Section 5.1 constitutes a material breach of this Agreement. We reserve the right to investigate any violation or suspected violation but are under no obligation to do so. In doing so, we may temporarily suspend Your access to the Examify Services or terminate Your account on the Examify Services, remove any content we believe is in violation of this Agreement, and report any activity that we suspect violates any law, rule, or regulation to law enforcement officials, school/employer, regulators, or the like, in our sole discretion. The responses described in this Policy are not limited, and we may take any other action we deem appropriate.
  6. INTELLECTUAL PROPERTY RIGHTS
    1. Our Intellectual Property. We are the owner of all intellectual property rights in the technology used to provide the Examify Services. All rights are reserved. Nothing in these Terms of Service gives You a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of our intellectual property, in whole or in part, except as is expressly permitted herein.
    2. Copyright. Information on the Website, including but not limited to text, graphics, images, downloadable content, and links to other Internet resources (the "Website Content"), is protected under the copyright laws of Canada and other countries. Certain items of the Website Content may be the copyright of others. Unless otherwise specified, no one has permission to copy, redistribute or republish, in any form, any of the Website Content.
    3. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use, copy, modify and incorporate into the Examify Services any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Examify Services more generally.
  7. TERMINATION
    1. Suspension or Termination. You acknowledge and agree that we may, at our sole discretion, suspend or terminate Your access to all or part of the Examify Services with or without notice and for any reason, including, without limitation, breach of these Terms of Service. Upon suspension or termination, Your right to use the Examify Services will immediately cease, and we reserve the right to remove or delete any information that You may have on file with us, including any Account information or User Content. Examify shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Examify Service.
    2. Effect of Termination. In the event of any termination or expiration:
      • (i) All licenses and rights we granted to You hereunder shall immediately terminate;
      • (ii) The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
  8. AVAILABILITY
    1. Availability. While we endeavor to ensure that the Examify Services are normally available 24 hours a day, we will not be liable if for any reason the Examify Services (or any part of it) is unavailable at any time or for any period.
    2. Suspension. Access to the Examify Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
  9. PRIVACY

    Use of any personal information collected through Your use of the Website or the Examify Services more generally is also governed by our Privacy Policy which is hereby incorporated into and made a part of these Terms of Service by this reference as though fully set forth herein.  To visit our Privacy Policy please click here.

  10. CONDITIONS ON YOUR CONDUCT WHEN USING THE SERVICES
    1. Acceptable Use Provisions. When using the Examify Services, You must comply with the provisions in Section 5 regarding acceptable use. Failure to comply with these provisions could result in Your account being suspended or terminated. For greater certainty, in accessing the Examify Services You agree not to use the Examify Services for any commercial use, without our prior written authorization.
    2. Academic Integrity. Examify Services are provided for the purpose of facilitating learning, not cheating. You are prohibited from using the Examify Services to inquire about, engage in or aid or assist anyone with any form of academic dishonesty (e.g., taking (or help take) quizzes or examinations on someone’s behalf or completing work in violation of academic integrity policies or other conduct policies of a school, university, academic institution or workplace).  Failure to comply with this prohibition could result in Your account being suspended or terminated, and Examify may report any breach of this prohibition to the applicable school, university, academic institution or workplace.
    3. Restrictions. You agree that You will not directly or indirectly: (i) modify or create any derivative work of the Examify Services, documentation or service; (ii) sublicense, sell, lend, rent, lease, give, transfer, assign or otherwise dispose of all or any portion of the Examify Services; (iii) reverse engineer, disassemble or decompile the technology used to provide the Examify Services or attempt to discover or recreate the source code to the systems used to provide the Examify Services; (iv) bypass or attempt to bypass any measures we may use to prevent or restrict access to the Examify Services or to interfere or attempt to interfere with the proper functioning of the Examify Services; or (v) remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to our technology and the Examify Services.
  11. LINKING TO OUR SITE
    1. Linking to our Website. You may link to our Website’s home page, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
    2. No Framing. You may not frame our Website on any other website, nor create a link to any part of our Website other than the home page. Any website from which You are linking must not display or link to any unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material. We reserve the right to withdraw linking permission without notice.
  12. LINKING FROM OUR SITE

    Where our Website contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources or the privacy policies or practices of such third party providers and accept no responsibility for them or for any loss or damage that may arise from Your use of them.  By using the Website You expressly agree that we will have no liability in respect of Your use of such third party links.

  13. RELIANCE ON INFORMATION

    We offer no guarantee that any information that is posted on our Website or Examify Services is complete, accurate or up to date. We therefore disclaim all liability and responsibility for the content or accuracy of any content on our Website or the Examify Services.

  14. DISCLAIMERS AND LIMITATIONS OF LIABILITY
    1. ACCESS TO AND ACCURACY OF THE SERVICES. YOUR USE OF THE WEBSITE AND ACCESS TO THE EXAMIFY SERVICES IS AT YOUR OWN RISK. NEITHER EXAMIFY, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS WARRANT THAT THE USE OF THE EXAMIFY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE EXAMIFY SERVICES AND LICENSED CONTENT OR AS TO THE ACCURACY, RELIABILITY OR SUITABILITY OF ANY CONTENT ON THE EXAMIFY SERVICES, INCLUDING ANY ADVICE OR INFORMATION PROVIDED BY OTHER USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EXAMIFY OR THROUGH OR FROM USE OF THE EXAMIFY SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
    2. DISCLAIMERS.  THE EXAMIFY SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AUDIENCE, AND NON-INFRINGEMENT. IN NO EVENT WILL EXAMIFY, ITS LICENSORS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF EXAMIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR USE OF OR INABILITY TO ACCESS AND USE THE WEBSITE OR THE EXAMIFY SERVICES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO EXAMIFY’S RECORDS, PROGRAMS, SERVICES OR SYSTEMS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS EXAMIFY’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN CONTAINED, IN NO EVENT WILL EXAMIFY OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE TOTAL FEES PAID BY YOU, IF ANY, FOR THE RIGHT TO ACCESS AND USE THE EXAMIFY SERVICES FOR THE COMPLETION OF THE PARTICULAR COURSE GIVING RISE TO THE CAUSE OF ACTION. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID BY YOU FOR USE OF THE EXAMIFY SERVICES GIVING RISE TO THE CLAIM, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND, REGARDLESS OF THE CAUSE OF ACTION.

    This Section 14 will apply to the maximum extent permitted under applicable law.

  15. INDEMNIFICATION

    YOU AGREE TO INDEMNIFY AND HOLD EXAMIFY AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY BREACH BY YOU OF THESE TERMS OF SERVICE OR OF OUR PRIVACY POLICY.

  16. LAW ENFORCEMENT

    Examify has the right to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Examify Service. Without limiting the foregoing, Examify reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

    YOU WAIVE AND HOLD HARMLESS EXAMIFY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY EXAMIFY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER EXAMIFY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

  17. NOTICES

    All notices given by You to us must be given to Examify at info@examify.ca. We may give notice to You at either the e-mail or postal address You provide to us on Your account or in a contract for service. Notice will be deemed received and properly served immediately when posted on the Examify Services, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

  18. ASSIGNMENT

    You may not transfer, assign, or charge any of Your rights or obligations arising under the Agreement, without our prior written consent.

  19. SEVERABILITY

    If any of these terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

  20. COMPLIANCE WITH LAWS

    Each party will comply with all applicable laws, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction in connection with its activities under the Agreement.

  21. WAIVER

    These Terms of Service and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing and notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by You to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected.

  22. ENTIRE AGREEMENT

    These Terms of Service and any document expressly referred to in them represent the entire agreement between us and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing and notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by You to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected.

  23. GOVERNING LAW

    This Agreement is to be construed under the laws of the Province of Ontario, Canada, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. In the event of a dispute arising out of or in connection with the terms of this Agreement between You and us, then You agree to attempt to settle the dispute by engaging in good faith negotiations with us in a process of mediation before commencing arbitration or litigation.  TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE EXAMIFY SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.