TERMS OF SERVICE

1       Introduction; Definitions; Acceptance of Terms

1.1       Introduction:  These Terms of Service (“TOS” or “Terms”) constitutes the agreement between Cerbo, Inc., an Ontario corporation (hereinafter referred to as “Cerbo”, “We” or “Us”) and the party creating the account through the Cerbo registration process (hereinafter referred to as “You” or “Customer”).  Cerbo provides a peer-to-peer online marketplace, that enables learners to access experts in their field of instruction, and includes the Cerbo online platform and includes any mobile, tablet, device applications and application interfaces, and all associated services (collectively, the “Cerbo Platform”).  The Cerbo Platform connects experts of any kind with people who want to learn life skills (the “Instructors”).  Cerbo facilitates the opportunity for Instructors to share their knowledge through video calls on either one-on-one or small group sessions and Cerbo manages the transaction with the Instructor, from listing to payment processing (the “Services”)

1.2       Acceptance of Terms:  You may not use the Services without first agreeing to these Terms. By accessing or using the Platform and Services you agree to be legally bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms.  If you do not agree with these Terms, you may not access the Platform or use the Services.  Cerbo, including its affiliates as applicable, reserves all of its rights at law and equity, including the right to block access to this Platform if you violate any of these terms.

1.3       Update to Terms:  The Terms may be changed and updated from time to time by Cerbo.  Cerbo will either provide you with updated terms or post updated terms on its website http://cerbo.me/terms

1.4       Privacy Policy:  Cerbo’s Privacy Policy https://cerbo.me/privacy is incorporated herein by reference and forms an integral part of these Terms.

1.5       Definitions:

o     “Account” means your Cerbo account, including the login identification and password assigned to You by Cerbo that allows you to access the Services.

o     “Applicable Laws” means all applicable local, national, federal, state, provincial and international laws.

o    “Cerbo Content” means any Content, other than User Content, transmitted, posted, displayed or used in connection with the Services.

o    “Content” means any data, text, software, music, sound, photographs, graphics, video, e-mail messages, or any other messages.

o     “Terms” means these TOS together with any legal notices applicable to the Services, all price schedules, and other supplemental documents that may supplement these TOS now or in the future.

o     “User Content” means any Content that You send, submit, post or display in connection with the Services, including Course notes, tests and evaluations.

2       USE OF SERVICE

2.1       Cerbo grants to you a limited, personal, non-exclusive, non-transferable license to use the Cerbo Platform and Services for your own personal use and not for resale or further distribution. Your right to use the Platform and Services is limited by all terms and conditions set forth in these Terms.

2.2       Except for this license granted to you, Cerbo and its licensors retain all right, title and interest in and to the Platform and Services, including all related intellectual property rights. The Platform and Services are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.

2.3       You agree that You will use the Services only for lawful purposes You acknowledge that Cerbo may terminate the Services immediately, without any notice and without any liability by Cerbo to You whatsoever, if, at the sole discretion of Cerbo, You or any User misuses or permits others to misuse or abuse any Service for purposes that are contrary to Applicable Law or contrary to these Terms (including section 4 (Acceptable Use), Your breach of the license restrictions with respect to the Platform; or if Cerbo has to preserve the integrity of its network, or comply with applicable laws.

2.4       You are liable for any and all use of the Service, and You remain solely responsible for all use of service utilized through Your account, for determining who is authorized to use Your Service, and for promptly notifying Cerbo of any unauthorized use.  You agree to indemnify and hold harmless Cerbo against any and all fees, charges, damages, liability, costs and expenses (including reasonable legal counsel fees, as applicable) associated with such use.

2.5       Minors (defined as someone that is under the age of 16 or the legal age in your jurisdiction), may only use the Service with their parent or guardian’s consent.

3       USER CONTENT

3.1       You will retain copyright and any other rights you already hold in User Content.  By sending, submitting, posting or displaying any User Content when using the Services, You grant Cerbo a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to reproduce, adapt, and publish your User Content for the sole purpose of enabling Cerbo to provide the Services.  You confirm and warrant to Cerbo that you have all the rights, power and authority necessary to grant the above licence, including obtaining consent to use personal information from identifiable individuals, and the right to publish and display your User Content.

4       ACCEPTABLE USE

4.1       You agree to use the Services in a manner consistent with all applicable laws and regulations.  You shall not resell the Services in whole or in part to others. Additionally, you will not take any of the following actions with respect to our Services, software, related applications, or User Content, nor will you use our Services to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any User Content or use our Services in any manner that:

·       is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, racially or ethnically or otherwise oensive, or abusive;

·       advocates or solicits violence, criminal conduct or the violation of any Applicable Laws or the rights of any third party;

·       infringes on another’s patent, trademark, trade secret, copyright, or other intellectual property or other rights;

·       is deceptive in any way, such as an oer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an aliation with a person or entity;

·       constitutes unsolicited or unauthorized marketing, including email, Short Message Service (SMS), Multimedia Messaging Service (MMS), Cerbo messaging, voicemail, or faxes (“spamming”), or otherwise sending junk or bulk email, voicemail or faxes;

·       interferes with others using the Services;

·       uses or abuses the Services, or permit others or assist others to do so, in any manner that interferes with the Services or the provision of them, Cerbo’s networks or access to those networks by other users;

·       contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, programs, or applications that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server, or communications systems or equipment;

·       disrupts, inhibits or interferes any other user from enjoying the Services or aliated applications, contents, products and/or services;

·       uses any robot, spider, or other such programmatic or automatic device, including but not limited to automated dialing or inquiry devices, to obtain information from the Services or otherwise monitor or copy any portion of the Services, products and/or services;

·       creates a false identity for the purposes of misleading others;

·       uses any Cerbo domain name as a pseudonymous return email address;

·       contains any oer for unsolicited goods or services or any advertising or promotional materials;

·       attempts to disable, bypass, modify, defeat, or otherwise circumvent any of the digital rights management or other security related tools incorporated into the Cerbo Platform or any Cerbo Content or the Services;

·       reproduces, duplicates, copies, sells, trades, resells, or exploits any portion of the Services or Cerbo Content;

·       systematically collects and uses any Cerbo Content including the use of any data mining, or similar data gathering and extraction methods;

·       uses, frames, or utilizes framing techniques to enclose any portion of the Cerbo Platform (including the images found at the Cerbo Platform or any text or the layout/design of any page or form contained on a page);

·       modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operates our Services. For purposes of these terms, “Reverse Engineering” shall include the examination or analysis of the Cerbo Platform to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Service’s underlying technology; or

·       creates a false Caller ID identity (“ID Spoofing”) or forged email address or header or false namespace associated with Cerbo enabled URLs and widgets, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.

 

5       UNLAWFUL USE PROHIBITED; MONITORING; PROVIDING INFORMATION TO AUTHORITIES AND THIRD PARTIES

5.1       Monitoring. Cerbo may monitor the use of Services for violations of these Terms. Cerbo may suspend or delete your Account if We suspect a violation of these Terms, or if We think it necessary in order to protect our Services, or Cerbo, its affiliates, directors, officers, agents, and employees from harm.  Cerbo has the right (but not the obligation) to remove any User Content that violates these Terms.

5.2       Providing Information to Authorities and Third Parties. If Cerbo believes that You have used our Services for an unlawful purpose, We may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You consent to our forwarding of any such communications and information to these authorities. In addition, We may disclose your name, telephone number, credit card information, and other personal information, any communications sent or received by You, and any other information that Cerbo may have about your account, including but not limited to, types of service, lengths of service, IP address (es), email address(es), and all other account information as follows:

·       in response to law enforcement or other governmental agency requests;

·       as required by law, regulation, rule, subpoena, search warrant, or court order; or

·       as necessary to identify, contact, or bring legal action against someone who may be misusing the Services; to protect Cerbo’s rights and property.

6       YOUR ACCOUNT

6.1       In order to use the Services, You are required to register with Cerbo. You can register for an Account using an email or password, or through your account with certain third-party social networking services, such as Facebook or Google.

6.2       In consideration of your use of the Cerbo Platform, you agree: (a) that you are of legal age and have capacity to agree to these Terms on your own behalf or on behalf of a minor who will be receiving our Services;  and (b) you agree to provide true, accurate, up-to-date and complete information in all fields indicated as mandatory when registering for the Services, as well as any additional information provided or any amendments made by You.  You agree to maintain and promptly update such information to keep it true, accurate, current and complete.  Subject to such registration, You will receive access to your Cerbo Account..  You are not permitted to use the Cerbo Platform or the Services or submit Content to the Site if you are under the age of 13.

 

6.3       Cerbo recommends that you choose a password to your Account that is hard to guess and You keep it secure.  It is your responsibility to ensure that You do not respond to any unsolicited requests for credit card information, password or other data.  You are fully responsible for all, including any fraudulent, use of the Services, which is or can be connected to your Account.

6.4       Cerbo reserves the right to take any action it deems necessary or reasonable to ensure the security of the Services and your Account, including without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Cerbo may rely on the authority of anyone accessing your account or using your password and under no circumstances will Cerbo be held liable to you for any liabilities or damages resulting from or arising out of (1) any action or inaction of Cerbo; (2) any compromise of the confidentiality of your Account or password; and (3) any unauthorized access to your Account or use of your password. Maintaining the security of your personally identifying information is extremely important to us. We will take reasonable steps to ensure your personally identifying information remains confidential. However, We can not guarantee that our Services is impenetrable to all security breaches, and therefore Cerbo makes no warranty, guarantee, or representation that our Services will be completely protected from viruses, security threats or other vulnerabilities.

7       PAYMENTS AND BILLING

7.1       Cerbo will charge fees in consideration of the Services (“Service Fees”) and you agree to the terms of sale, pricing, payment and billing policies applicable to the Service Fees.  More information about the Service Fees and how they calculated can be found on our Service Fees page (https://cerbo.me/help).  

7.2       Service Fees are subject to Cerbo’s applicable policies regarding fees and charges, including, but not limited to, the “Cancellation Policy” and “Rescheduling Policy”.  [Do you have an other policies we should reference?]

7.3       Activation of a Paid Plan is conditional on acceptance of your initial credit card (Visa or MasterCard) and any reasonable Account verification methods that Cerbo may require.  You acknowledge that Cerbo collects all charges pursuant to Cerbo’s preauthorized payment service utilizing Stripe (https://stripe.com/ca) (“Payment Processor”).  You agree to provide complete and accurate payment information and further agree that the processing of payment transactions are subject to the terms, conditions and policies, including privacy policies, of the Payment Processor and your credit card issuer.

7.4       Cerbo may add new services for additional fees and charges, or amend fees and charges for existing service, at any time in its sole discretion, but will provide you with at least thirty (30) days notice prior to any new fees or charges coming into effect.

7.5       All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current.  You are responsible for all taxes applicable to the fees and charges in connection with the Service Fees.

7.6       In the event Cerbo is unable to debit your credit card, or otherwise is not paid in respect of the Service Fees, in addition to any other remedies available to Cerbo, Cerbo reserves the right to charge an administrative fee and late charges at a monthly compounded rate of 1.5% (19.56% per annum). Cerbo will review any disputed charge, provided You continue to pay the undisputed portion and subsequent invoices.

8       LICENSE RESTRICTIONS

8.1       Except as otherwise provided in these Terms, You shall not (i) make any modifications, or improvements to, or derivative works of the Cerbo Platform; (ii) reverse engineer, decompile or otherwise attempt to derive the source code, underlying ideas, algorithms, structure of organization of the Cerbo Platform; (iii) resell, sell, export, transfer, distribute, market, and/or sublicense the Cerbo Platform; or (iv) otherwise use the Cerbo Platform except as authorized pursuant to these Terms.

8.2       You may not use or otherwise export or re-export the Cerbo Platform except as authorized by Canadian and American law and the laws of the jurisdiction in which the Cerbo Platform was obtained.  In particular, but without limitation, the Cerbo Platform may not be exported or re-exported (a) into any United States embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specialty Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  By using the Cerbo Platform, you represent and warrant that you are not located in any such country or on any such list.  You also agree that you will not use the Cerbo Platform and Services for any purposes prohibited by Canadian or United State law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

9       IMPORTANT DISCLAIMERS AND RELEASE

9.1       Cerbo makes no warranties regarding the services and courses provided by the Instructors and such services/instruction are provided by Cerbo “AS IS”.  You purchse such services at your own risk.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with an Instructor. Your interactions with Instructors are solely between you and such Instructors and Cerbo will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Cerbo’s acts or the Services). If there is a dispute between you and an Instructor, we are under no obligation to become involved save for any payment transactions. Notwithstanding the foregoing, Cerbo will use commercially reasonable efforts to provide the Services described in these terms.

9.2       You hereby release and forever discharge Cerbo (and its officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of the Platform and/or Services and any interactions or transactions of you with, or act or omission of you in relation to an Instructor

10   TERMINATION BY CERBO

10.1     Cerbo may suspend or terminate Services, without any liability to You whatsoever, if You: fail to pay Your Account that is past due; harass, threaten or otherwise act unreasonably towards Cerbo, its employees or agents; are in breach of these Terms (including if You are in contravention of section 3 of these Terms (Acceptable Use)); use the Services so as to prevent fair and proportionate use by others; use the Service contrary to law, public policy or decency standards or reasonable usage policies instituted from time to time by Cerbo; charge or allow others to charge any other person for the use of the Services without Cerbo’s prior written agreement; alter or otherwise interfere with Cerbo’s facilities, equipment, network or connections or use the Services in a prohibited, unlawful, or improper manner, including but not limited to, permitting fraudulent use.

10.2     Prior to suspension or termination, Cerbo will make reasonable efforts to provide You with advance notice, stating the reason for the proposed suspension or termination, the amount owing (if any) and any notice period, determined in Cerbo’s reasonable discretion, during which You will have the opportunity to rectify the reason for proposed suspension or termination.

10.3     Notwithstanding anything contained herein to the contrary, Cerbo will not provide notice of a proposed suspension or termination:

a) where immediate action must be taken to protect Cerbo’s facilities, equipment, Cerbo Platform, network or connections, to protect the safety or security of others (including protection against abusive behaviour), to stop the commission of any offence (including fraud), or to ensure compliance with any law, court order or other legal requirement;

c) your breach of any material terms (including license restrictions) of these Terms;

d) if you have not used your Account for more than a one (1) year period (in which case any funds remaining on your Account will be forfeit); or

e) where Cerbo has made reasonable efforts to provide you with advance notice in accordance with the second paragraph above, but was unable to do so.

10.4     A suspension or termination will not affect your obligation to pay any amounts owed to Cerbo either during or after the suspension or termination, including the full month’s charges for the month where your Service is suspended or terminated.

11   TERMINATION BY YOU

11.1     Cerbo permits You to terminate Your Service at any time by contacting Cerbo via e-mail at contact@cerbo.me.  Termination is effective thirty days from the date you provide Cerbo notice and You will be charged all applicable charges up to and including the effective date of cancellation.  

12   RATINGS

12.1     Within a certain timeframe after completing course, You can leave a public review (“Review”) and rating (“Rating”) about a course and/or Instructor.  Ratings and Reviews reflect the opinion of individual users and do not reflect the opinion of Cerbo.  Ratings and Reviews are not verified by Cerbo for accuracy and may be incorrect or misleading.

12.2     Ratings and Reviews must be accurate and may not contain any offensive or defamatory language.  Ratings and Reviews are subject to section 4 (Acceptable Use).

12.3     You are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review.

13   FEEDBACK

13.1     If you provide Cerbo any feedback or suggestions regarding the Platform or Services (“Feedback”), you hereby assign and agree to assign upon our request to Cerbo all rights in the Feedback and agree that Cerbo shall have the right to use such Feedback and related information in any manner it deems appropriate. Cerbo will treat any Feedback you provide to Cerbo as non-confidential and non-proprietary. You agree that you will not submit to Cerbo any information or ideas that you consider to be confidential or proprietary.

14   PRIVACY POLICY

14.1     Any personal information that you provide Cerbo through the Cerbo Platform or Services is governed by Cerbo’s Privacy Policy (<http://cerbo.me/privacy>), which is incorporated into these Terms of Services by this reference.

15   INDEMNIFICATION

15.1     You agree to indemnify and hold harmless Cerbo, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Cerbo, which result from or relate to your use of the Cerbo Platform or Services and any violation of these Terms, including, but not limited to, any violation of any third party rights with respect to your User Content.  You will give Cerbo prompt notice of any such demand, claim or proceeding that you are aware of.

16   No WARRANTIES

16.1     The Services, including all information and services content contained on this site, are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Cerbo or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, Cerbo, its subsidiaries, and its licensors do not warrant that the content is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; or that any defects or errors will be corrected.

16.2     Cerbo does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Cerbo service or any hyperlinked website or service, and Cerbo will not be a party to or in any way monitor any transaction between you and third-party providers of products or service.

17   LINKS TO THIRD-PARTY PLATFORMS

17.1     This Cerbo Platform may contain a number of links to third-party websites. Cerbo does not control these linked sites, which you may use at your own risk, and is not responsible for the contents of any linked website, any link contained in a linked website, or any changes or updates to such websites. Cerbo makes no representation, warranty or endorsement whatsoever about any other website which you may access through this Cerbo Platform.

18   LIMITATION OF LIABILITY

18.1     To the maximum extent permitted by applicable law, in no event shall Cerbo, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. Under no circumstances will Cerbo be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein.

18.2     To the maximum extent permitted by applicable law, Cerbo assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the services content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party; and/or (vi) any errors or omissions in any User Content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service. In no event shall Cerbo, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Cerbo during the two months prior to the date of any claim.

18.3     This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Cerbo has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

19   TRADEMARKS

19.1     The trademarks and logos displayed on the Cerbo Platform are the property of Cerbo or other third parties. You are not permitted to use any of these trademarks without the prior written consent of Cerbo or the third party.

20   COOKIES

20.1     The Cerbo Platform uses cookies to identify users, compile Cerbo Platform usage statistics, and to provide customized services.  Cookies are small text files stored on your computer to identify your browser.  Our use of cookies does not enable others to access your personal information.

21   SECURITY

21.1     The Cerbo Platform uses administrative, contractual, physical, and technical means to protect against the unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, user names and passwords.  Although Cerbo takes reasonable steps concerning security of the Cerbo Platform, no website is completely secure from unauthorized access.

22   JURISDICTION

22.1     The Cerbo Platform originates in Canada. It shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with this Cerbo Platform will be subject to the exclusive jurisdiction of the Courts of the province of Ontario.

23   GENERAL

23.1     No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority to bind Cerbo in any respect whatsoever.  Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.  Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused.  These Terms constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto.  In the event that any one or more provisions contained in these Terms are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms and these Terms will be construed as if such invalid, illegal or enforceable provision had never been contained herein.

24   CONTACT

24.1     If you have any questions concerning these Terms, please contact Cerbo via email at contact@cerbo.me.