Terms of Use

Introduction
Please read these Website Terms of Use ("Terms of Use") carefully, as they constitute a binding agreement between you and Nelson Education Ltd. (referred to herein as "us," "we," "our," or "Nelson Education"). In particular, these Terms of Use govern your use of the Edwin web sites (such as https://edwin.app/, and all of its sub-domains, each shall be referred to as a "Site" and collectively, "Sites"), as well as your acquisition or use of various products and services related to such Site (each product and/or service offered through a Site is referred to as a "Product/Service" and, collectively, the "Products/ Services"). By using the Site (which includes visiting, accessing and browsing the Site) or a Product/Service, you acknowledge and signify that you have read, understood and agreed to be bound by these Terms of Use and the terms of the Nelson Education Privacy Policy (the "Privacy Policy"). If you do not agree with these Terms of Use and the terms of the Privacy Policy, you may not use our Site or Product/Service.

When using certain features of the Site or a Product/Service, you shall be subject to any posted guidelines or rules applicable to such features that may contain terms and conditions in addition to these Terms of Use.

All of such guidelines or rules are hereby incorporated by reference into and made a part of these Terms of Use.

Who Can Use The Sites and/or Product/Service? Age of Majority and Authorized Parties

The Site may be used only by (i) persons who have reached the age of majority or legal age in their jurisdiction and who can form legally binding contracts under applicable law; or (ii) those under the age of majority whose parent or legal guardian have agreed to these Terms and Conditions on the minor's behalf. The Site may not be used by persons in jurisdictions where access to or use of the Site or any part of the Site may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Site is lawful, and you must comply with all applicable laws.

If you are entering into these Terms of Use on your own behalf, you hereby represent and warrant that you have reached the age of majority in your jurisdiction and you otherwise have the legal capacity to agree to these Terms of Use. If you have not reached the age of majority in your jurisdiction, your parent or legal guardian represents and warrants that he or she agrees to these Terms of Use on your behalf.

As used in these Terms of Use, "you" and "your" refer to the user of the Site and/or those named in any online registration or submission forms completed by or on behalf of you. References to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, licensors, service providers, suppliers, partners, sponsors, and advertisers, and the term includes (without limitation) all parties involved in creating, producing, and/or delivering the Site and/or a Product/Service.

THESE TERMS OF USE ARE A FORM OF AGREEMENT.
BY: (I) USING THE SITE, OR (II) USING THE PRODUCT/SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS, INCLUDING ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE IN THESE TERMS OF USE, AS IF YOU HAD SIGNED THESE TERMS OF USE. IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, INCLUDING BUT NOT LIMITED TO YOUR EMPLOYER, YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU ARE DULY AUTHORIZED TO BIND SUCH ENTITY TO THESE TERMS OF USE.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOU MUST NOT USE THIS SITE

You expressly consent to these Terms of Use being formed electronically without the need for a signature by either you or us. You agree that a printed version of these Terms of Use and of any notice given by us in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records generated and maintained in printed form by us.

Permitted Use of the Site
Subject to these Terms of Use, Nelson Education hereby grants you the right to access the Site for your personal, non-commercial use. The Site may not be used for any purpose not expressly permitted by these Terms of Use. In particular, except as expressly stated otherwise in these Terms of Use, the Site may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, or distributed in any way, in whole or in part, without the express prior written consent of Nelson Education. In some instances Nelson Education expressly states that you may 'share' a Site or part thereof for certain limited purposes. In those express instances, and for the sole and exclusive purposes set forth therein, you are permitted to do so. You may not use any of the software that is used in the operation of the Site except in the course of using the Site. You may not reproduce, copy, duplicate, sell, or resell any part of the Site or its content (including the software used in the operation of the Site) or access to the Site.

Privacy Policy
Before providing any information about yourself or any individual, please read our Privacy Policy that can be accessed here.

Nelson Education works with third party education partners and service providers who collect, use and disclose Personal Information for purposes described in the Privacy Policy. As also noted in our Privacy Policy, some of these third party education partners and service providers may be located outside of Canada, including in the United States. Nelson Education takes reasonable contractual or other measures with these third parties to protect Personal Information while it is being processed or handled by them. If an individual's Personal Information is located outside of Canada it will be subject to legal requirements in those foreign countries applicable to Nelson Education's service providers, including for example, lawful requirements to disclose Personal Information to government authorities in those countries.

Ownership
The Site and all information (in text, graphical, video and audio forms), images, icons, software, design, applications and other elements available on or through the Site are the property of Nelson Education, its Affiliates and others, and are protected by Canadian and international copyright, trade-mark, and other laws. Your use of the Site does not transfer to you or any other person any ownership or other rights in the Site or its content. You may only use the Site in the manner described specifically in these Terms of Use.

Trade-Mark Information
EDWIN, NELSON, NELSON EDUCATION and various logos, designs and slogans are trade-marks and trade names owned by Nelson Education. Other product and company names and logos appearing on the Site may be registered or unregistered trade names, trade-marks, service marks and logos (collectively the "Marks") of their respective owners. Any use of the Marks displayed on the Site, except as expressly provided in these Terms of Use, is strictly prohibited. Nothing appearing on the Site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks displayed on the Site.

Other Sites
The Site may include links to other websites or resources and businesses operated by other persons ("Other Sites"). Other Sites are independent from Nelson Education, and Nelson Education has no responsibility or liability for or control over Other Sites, their businesses, goods, services, or content. Links to Other Sites are provided solely for your convenience. Your use of Other Sites or your dealings with the owners or operators of Other Sites is at your own risk, and you shall not make any claim against Nelson Education arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. As between you and Nelson Education, the provisions of these Terms of Use under the sections headed Disclaimer, Liability Exclusion, Liability Limitation, Release and Indemnity apply, with all necessary modifications, to your access to and use of any Other Sites and their business, goods, services, and content.

Linking and Framing the Site
Links to the Site without the express written permission of Nelson Education are strictly prohibited. To request permission to link to the Site, please contact Customer Product/Service at 1-800-268-2222. Nelson Education reserves the right to cancel and revoke any permission it may give to link to the Site at any time, for any reason, without any notice, and without any liability to you or any other person. The framing of the Site or any of its content in any form and by any method is strictly prohibited.

Note to Minors
Although parts of the Site and the Products/Services provide information and activities for or relating to students, the Site and the Products/Services may be used only by (i) persons who have reached the age of majority or legal age in their jurisdiction and who can form legally binding contracts under applicable law; or (ii) those under the age of majority whose parent or guardian have agreed to these Terms and Conditions on the minor's behalf. Before providing any information about yourself or any individual, please read our Privacy Policy that can be accessed here  and is incorporated herein by reference.

Nelson Education encourages parents and teachers to spend time with children and to monitor their online activities. Please protect your child's privacy by instructing them to never provide Personal Information on the Site or through the Product/Service without your prior consent.

Changes to these Terms of Use and/or the Product/Service
You may not change, supplement, or amend these Terms of Use in any manner. However, we reserve the right to change these Terms of Use from time to time, for any reason, with reasonable notice and without liability to you or to any other person. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Use periodically and to be aware of any such changes. Your continued use of the Site or the Product/Service after any changes have been made to the Terms of Use will constitute your acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use. We will make reasonable efforts to notify you of any changes made to these Terms of Use by posting a notice of the changes (which may include posting new Terms of Use) on the Site.

Material changes to the Terms of Use will be binding thirty (30) days after such changes have been introduced and for which notification of such material changes has been made.

We reserve the sole right to either modify or discontinue the Product/Service, including any features therein, at any time. For those Products/Services you have already purchased we will provide notice (in the manner specified above for changes to these Terms of Use) of substantial changes to the Product/Service, and outline any such changes made. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Product/Service. Any new features that augment or enhance the then-current version of the Product/Service and/or the Product/Service shall also be subject to these Terms of Use.

Your Use of the Site and the Product/Services and Providing Material to Nelson
You are solely responsible for providing, at your own expense, all equipment necessary to use the Site or the Product/Service, including your own internet access (including payment of Internet Product/Service Provider fees associated with such access).

One of the purposes of this policy is to avoid potential misunderstandings or disputes, particularly around any ideas, videos, photos, comments, suggestions or other materials (collectively "Submissions") submitted to Nelson Education, relating to its products or services. With that in mind, if you do send Submissions to Nelson Education, you automatically grant (or warrant that the owner of the Submissions grants) to Nelson Education and its affiliates and each of their assigns, a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sublicensable, right and licence to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Nelson Education or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of Nelson Education and its assigns.

No Advice or Solicitation
The content of the Site does not constitute advice or recommendations. You should seek third party professional advice and recommendations before acting or omitting to act based upon any information provided on or through the Site.

DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY
Nelson Education strives to make your use of the Site and the Product/Service a useful experience. Nevertheless, Nelson Education and its Affiliates do not accept any liability for your use of the Site or the Product/Service. For that reason, the following provisions apply to your use of the Site and Product/Service:

DISCLAIMER
YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR USEFULNESS, ALL OF WHICH EACH OF NELSON EDUCATION AND ITS AFFILIATES HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW.

THROUGH OR BECAUSE OF YOUR USE OF THE SITE OR THE SERVICE, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMUNICATIONS AND TRANSACTIONS OF A COMMERCIAL OR PERSONAL NATURE WITH PERSONS OTHER THAN NELSON EDUCATION. ALL SUCH COMMUNICATIONS AND TRANSACTIONS ARE AT YOUR OWN RISK. NELSON EDUCATION IS NOT A PARTY TO ANY SUCH COMMUNICATIONS AND TRANSACTIONS AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ALL SUCH COMMUNICATIONS AND TRANSACTIONS. TO THE EXTENT THAT YOU CHOOSE TO PARTAKE IN SUCH COMMUNICATIONS AND TRANSACTIONS, NELSON EDUCATION MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND RELATED THERETO, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR USEFULNESS, ALL OF WHICH EACH OF NELSON EDUCATION AND ITS AFFILIATES HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW.

UNLESS CONTRACTUALLY AGREED OTHERWISE, YOU (AND NOT NELSON EDUCATION OR ITS AFFILIATES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION TO ANY COMPUTER OR OTHER EQUIPMENT ARISING FROM, CONNECTED WITH, OR RELATING TO YOUR USE OF THE SITE OR THE SERVICE.

THE OPERATION OF THE SITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND NELSON EDUCATION'S CONTROL. THE OPERATION OF THE SITE MAY NOT BE CONTINUOUS OR UNINTERRUPTED OR SECURE. SECURITY AND PRIVACY AND CONFIDENTIALITY RISKS CANNOT BE ELIMINATED.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NELSON EDUCATION AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY OR CONDITION THAT:

THE SITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND RELATED EQUIPMENT AND SOFTWARE;
THE SITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED;
PARTICULAR RESULTS OR ANY RESULTS AT ALL MAY BE OBTAINED THROUGH THE USE OF THE SITE;
THE USE OF THE SITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR
THE USE OF THE SITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON;

AND NELSON EDUCATION AND ITS AFFILIATES DISCLAIM ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.

LIABILITY EXCLUSION
NELSON EDUCATION AND ITS AFFILIATES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE SITE OR THE SERVICE BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY NELSON EDUCATION OR ANY OF ITS AFFILIATES OR ANY PERSON FOR WHOM NELSON EDUCATION OR ANY OF ITS AFFILIATES ARE RESPONSIBLE, AND NOTWITHSTANDING THAT NELSON EDUCATION OR ITS AFFILIATES MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON.

LIMITATION OF LIABILITY
IN NO EVENT WILL NELSON EDUCATION'S OR ANY OF ITS AFFILIATES' TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY NELSON EDUCATION OR ANY PERSON FOR WHOM NELSON EDUCATION IS RESPONSIBLE, EXCEED $100.

RELEASE
YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE EACH OF NELSON EDUCATION AND ITS AFFILIATES AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PARTIES, SERVICE PARTIES, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SITE OR THE SERVICE.

INDEMNITY
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF NELSON EDUCATION AND ITS AFFILIATES AND ALL OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PARTIES, SERVICE PARTIES, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE SITE OR THE SERVICE, THE USE OF THE SITE OR THE SERVICE BY SOMEONE POSING AS YOU, OR YOUR BREACH OF THIS AGREEMENT. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE INDEMNIFIED PARTIES IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND. YOU FURTHER AGREE TO INDEMNIFY NELSON EDUCATION AND ITS AFFILIATES FROM ALL SUITS, DAMAGES, COSTS AND LIABILITIES WHATSOEVER ARISING FROM ANY TRANSACTIONS IN WHICH YOU ENGAGE USING PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE SITE OR THE SERVICE.

ADVICE AND INFORMATION PROVIDED BY NELSON EDUCATION OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.

The exclusion of certain warranties and the limitation of certain liabilities is prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you.

The disclaimer, liability exclusion, liability limitation, release, and indemnity provisions in these Terms of Use survive indefinitely after the termination of this agreement.

Content Posted
Nelson Education does not and cannot review, screen, edit or monitor all content created by users accessing the Site or posted to the interactive areas of the Site, and is not in any manner responsible for such content. However, Nelson Education retains the right to monitor all content posted to the Site and shall have the right, in our sole discretion, to refuse, remove, screen or edit without notice any content that violates these Terms of Use or is otherwise objectionable.

Nelson Education may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Nelson Education, its users and the public. Your personal information will be managed by Nelson Education in accordance with the Privacy Policy.

Anytime you upload to, or distribute or publish content through, the Site (including, without limitation, blog entries and commentaries), you grant us the royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to publicly display, reproduce, copy, and, upon your authorization, make accessible to other users, such content in any form and medium, whether electronically or in hard copy and whether alone or as part of a collective work. You shall retain, however, whatever other rights you have in pre-owned elements of such content. You acknowledge and agree that submissions are non-confidential.

Anytime you upload to, or distribute or publish original compositions and other original documents through, the Site, such as but not restricted to essays, homework, and similar documents, you are responsible for protecting your rights in such documents.

Cancellation or Termination
You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the Site or the Product/Service with or without notice and for any reason, including, without limitation, for lack of use or if we believe that you have breached or acted inconsistently with the letter or spirit of these Terms of Use. You may cancel or terminate your submission or use of the Product/Service at any time. We may also terminate your licence to all licensed content acquired from us in the event of any breach by you of these Terms of Use.

Upon termination or suspension, regardless of the reasons therefore, your right to use the Site and the Product/Service immediately ceases, and you acknowledge and agree that we may immediately deactivate your account, as applicable, and delete all related information and/or bar any further access to the Product/Service or the Site or any content that has been licensed to you. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Any terms of these Terms of Use that by their nature extend beyond the termination of these Terms of Use, including the Disclaimer, Liability Exclusion, Liability Limitation, Release and Indemnity provisions, as well as your liability for any unpaid charges, shall survive any termination and remain in effect until fulfilled.

Electronic Communications
Over the course of your use of the Product/Service or Site, you may receive commercial electronic messages from Nelson Education related to the Product/Service or as a result of your relationship with us. By agreeing to these Terms of Use (and by using the Site and/or Product/Service), you are consenting to Nelson Education communicating with you via electronic means. Please refer to the Privacy Policy for further particulars regarding our sending of such commercial electronic messages.

Nelson Education may also communicate with you to provide you with system updates and legal notices, such as notices regarding the Privacy Policy and these Terms of Use. These notices govern your use of the Product/Service and Site, and you are responsible for reviewing them.

If and when we communicate with Individuals using electronic means, such Individuals can opt out of receiving such messages by following the unsubscribe link included at the bottom of such communications or by contacting the Chief Privacy Officer - Sarem Yesus

Executive Director People & Engagement, Nelson Education Ltd., 2005 Sheppard Ave East, Suite 700, Toronto, ON M2J 5B4. Any questions or concerns with respect to communications from Nelson Education Ltd. may be addressed to such Chief Privacy Officer.

Rules of Conduct
As a condition of your use of the Site and Product/Service, you warrant to Nelson Education that you will not use the Site or Product/Service for any purpose that is unlawful or prohibited by these Terms of Use. You agree not to use the Site or the Product/Service in any manner that could damage, disable overburden, or impair the Site or Product/Service. You may not obtain or attempt to obtain any materials or information through unlawful means.

The Site is made available to you for your lawful use only. You may access, browse, post, publish, link to/from or upload to the Site using commercially available, SSL-capable Web browser software.

Except in relation to the Edwin Product, you may print or download the pages of the Site for your personal use provided that you do not modify any of the Site pages or other content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. You are NOT permitted to print any content or screenshots within or relating to the Edwin Product. Printing such content and/or screenshots within or relating to the Edwin Product is strictly prohibited and will constitute copyright infringement. To obtain permission to print content or screenshots within or relating to the Edwin Product, you must contact Nelson Education Ltd and submit an online permission request to cengage.com/permissions.

You are expressly prohibited from participating in, conducting, and promoting illegal activities, sending viruses, spamming, interfering with the Site or Product/Service or creating any other undue burden on the Site or through the Product/Service. You understand that, if you have an account with Nelson Education, your ability to access and use the Product/Service is dependent on your compliance with these Terms of Use. Breach of these Terms of Use and any the provisions herein may result in restriction or termination of your ability to access and/or use the Site or Product/Service.

You are responsible for all of your activity on the Site and in connection with the Product/Service.

The Site may contain discussion forums, bulletin boards, surveys, polls, review services or other forums in which you or third parties may post content, messages, materials, or other items on the Site. By way of example, and not as a limitation, you shall not, and shall not permit any person on your behalf to, take any action or upload, download, post, submit or otherwise distribute or facilitate the distribution of any content, on or through the Site and/or Product/Service that:

infringes any patent, trade-mark, trade secret, copyright, right of publicity or other right of any other person or entity;
you know to be false, misleading, untruthful or inaccurate;
contains or depicts nudity or sexual activity;
constitutes unauthorized or unsolicited advertising, spam, junk or bulk messaging;
contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Nelson Education or any third party;
impersonates any person or entity, including any employee, agent or representative of Nelson Education;
is designed or intended to obtain password, account or private information from any Site member;
violates any laws or contractual obligations; or
includes anyone's personal information or sensitive financial information without consent;
restricts or inhibits any other user from using the Site or the Product/Service;
is unlawful, harmful, threatening, abusive, inflammatory, harassing, tortious, defamatory, fraudulent, vulgar, obscene, libelous, invasive of another's privacy or publicity rights, hateful, or racially, ethnically or otherwise determined by Nelson Education, in its sole discretion, to be objectionable;
contains comments or content that constitute personal attacks against private individuals and groups;
uses offensive and inappropriate language and tone on the Site, including abbreviated or masked swearing;je
interferes with or disrupts the Site or the Product/Service or servers or networks connected to the Site, or disobeys any requirements, procedures, policies or regulations of networks connected to the Site.

Nelson Education does not tolerate pornography of any kind, including child pornography, and will terminate the membership of, and may report to the appropriate authorities, any person who publishes or distributes child pornography or other pornography on or through the Product/Service.

Registration
Parts of the Product/Service may require you to register in order to take full advantage of the Product/Service offerings. If you register for the Product/Service, we will open up a registered user account on your behalf and you will be required to provide certain information and data ("Registration Data"), including billing information, as prompted by the applicable registration forms on the Site.

By registering for the Product/Service, you represent that your Registration Data is true and accurate, and you agree to maintain and update your Registration Data as required in order to keep it current, complete and accurate. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account.

Should you ever decide to close your account, you may do so by contacting customer service at Nelson Education [email protected]. If you terminate your account, your Registration Data will be removed from the Site in accordance with the Privacy Policy.
You shall not:

provide any false personal information to Nelson Education (including a false name) or create an account for anyone other than yourself without such person's permission;
use a username that is the name of another person with the intent of impersonating that person;
use a username or account that is subject to any rights of a person other than you without appropriate authorization; or
use a username that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.

Nelson Education reserves the right to refuse registration or to cancel a username or account in its sole discretion. You are solely responsible and liable for activity that occurs on your account and you shall be responsible for maintaining the confidentiality of your password. You shall never use another member's account without such other member's prior express permission. You agree that you shall immediately notify Nelson Education in writing of any unauthorized use of your account, or other account-related security breach of which you are aware.

Password and Usernames
If you have registered for a Product/Service, you will be required to choose a password for use with your username and account. Please note that if you access different Sites owned by Nelson Education, you may have a different account for each Site, each with a different password and username.

You are solely responsible for maintaining the confidentiality of your usernames, passwords and account and for any and all charges incurred, statements made and acts or omissions that occur through the use of your usernames, passwords and accounts, including from the use of your account by others. Therefore, you must take steps to ensure that others do not gain access to your usernames, passwords and accounts. Also, passwords must be non-obvious, hard-to-guess, confidential and changed on regular basis, and you must log-out at the end of each session.

All login names and passwords remain the property of Nelson Education and may be cancelled or suspended at any time by Nelson Education without any notice or liability to you or any other person. Nelson Education is not under any obligation to verify the actual identity or authority of the user of any login name or password.

You must respond promptly to all email and other correspondence from Nelson Education, including without limitation email and correspondence concerning complaints or concerns regarding your use of your login name or password or your use of the Site.

The security and privacy provided by passwords is not complete, and can be circumvented. Your use of passwords is at your own risk. Our personnel will never ask you for your password except if our customer support requires your password in an effort to fix account problems.

You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof. You may not use the Site or Product/Service in any way that is unlawful or is in violation of these Terms of Use.

The information we obtain through your use of the Site and the Product/Service, including your Registration Data, is subject to the Privacy Policy, which is specifically incorporated by reference herein. You consent to our collection, use and disclosure of your personal information, as set out in our Privacy Policy. To the extent any inconsistency exists between the terms of our Privacy Policy and the terms of these Terms of Use, these Terms of Use will govern.

Software
Over the course of your use of the Product/Service or Site, you may be asked or required to install a computer program on your computer system or on another person's computer system. You agree to not install or cause to be installed a computer program on your computer system or on a third party's computer system without understanding, and ensuring that such third party understands, as applicable, the function and purpose of the computer program. By installing or causing to be installed any such computer program, you represent to Nelson Education that you, or such third party, as applicable, consent to such installation.

Any installed computer program will be subject to the terms of the licence agreement that accompanies such computer program or is included in the installation sequence.

Ordering Licensed Content and Materials
In some circumstances, you may have the option to make a purchase order (an "Order") from Nelson Education or related parties for a licence to various content ("Licensed Content") or for one or more books and/or supplemental materials (collectively, "Materials").

In the event you purchase a licence to Licensed Content or any Materials, the terms and conditions that apply to such Licensed Content or Materials may come in the following places:

1.License Agreement that comes with the Licenced Content or Materials

2. Purchase Order that relates to the Licenced Content or Materials

3. The terms and conditions set forth below under the heading "Licensed Content and Digital Rights Management".

4. The terms and conditions set elsewhere in these Terms of Use.

The order of priority for application in the event there is a conflict between terms and conditions are as set out above. To the extent a provision in any of the above noted documents conflicts with another term or condition set out elsewhere in the above noted documents, the highest ranking document applicable to such conflict shall prevail and supersede the terms and conditions set forth elsewhere but only to the extent necessary to resolve the conflict.

Licensed Content and Digital Rights Management
Subject to your compliance with and conditional upon these Terms of Use, Nelson Education hereby grants you, for the licence term specified on your Order or otherwise disclosed as part of the ordering process (the "Licence Term"), unless otherwise terminated as provided herein, a limited, non-sub-licensable, non-transferable licence to use for your own personal, non-commercial use (subject to the restrictions noted below) the Licensed Content purchased by you through the Product/Service. You shall not, except as expressly provided for herein: (i) remove any proprietary notices and/or language from the Licensed Content; (ii) sell, distribute, download, or publicly display the Licensed Content to anyone, including but not limited to others in your organization, without our express prior written consent, which may be withheld for any reason; or (iii) make any modifications to the Licensed Content. The Licensed Content may contain or be accompanied by digital rights management technology or similar security technology designed to protect digital information against piracy and other misuse. You acknowledge and agree that such technology is not a defect in the Licensed Content. Such technology is designed to restrict your access to and usage of the Licensed Content.

The licence and access to Licensed Content purchased by you is limited in duration to the Licence Term. Licensed Content is accessible online for the period set forth in the ordering document that you will see at the time of ordering the product or Product/Service in question, but your use must be re-authenticated (by entering in your account credentials) on a regular basis in order to access such Licensed Content locally/offline. The Licensed Content may contain embedded time clocks or similar security devices that disable your ability to access and use the Licensed Content after the expiration of the Licence Term, even if the Licensed Content is stored locally/offline.

Licensed Content purchased through the Product/Service may be accessed by you from as many as two computers at any time. If you try to access any Licensed Content from a third computer, you will be denied access unless you "de-authorize" one of your two previously authorized computers.

The Licensed Content cannot be forwarded to and/or shared with others.

Standard "right-click" mouse functions may be disabled, so that the Licensed Content you are viewing online cannot be copied, pasted or saved as another file.

If the Licensed Content has a corresponding print version, such Licensed Content is functionally equivalent to its corresponding print version. However, in some cases, individual items have been removed for ease of internet delivery.

You must not circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with any of the security technology contained in or accompanying the Licensed Content. Such security technology is provided in part by our suppliers and vendors. From time to time, the software you use to download Licensed Content may directly connect to an internet site operated by us or one of our suppliers in order to upgrade the security technology contained in or accompanying the Licensed Content. By registering for, using, and/or downloading Licensed Content from the Site, you acknowledge and consent to the use of such security technology and the automatic upgrading of such security technology.

Portions of the Licensed Content may include items provided by our Affiliates, and you grant to such Affiliates the right to protect their interests under these Terms of Use and agree that such Affiliates are benefited by the provisions of these Terms of Use. To the extent permitted by applicable consumer protection legislation, all Licensed Content purchases and subscriptions are non-refundable, non-returnable and may not be exchanged. For Licensed Content subscriptions, you agree that you will continue to accrue charges for which you remain responsible, even if you do not use the Licensed Content, until your subscription is terminated.

In the event you purchase a licence to Licensed Content, the terms and conditions contained in the " Licensed Content and Digital Rights Management" section apply. To the extent that any provision in this Section is in conflict with any other term or condition of these Terms of Use, this Section shall supersede such other term(s) and condition(s), but only to the extent necessary to resolve the conflict.

Misprints and Errors, Prices and Purchases
Nelson Education endeavours to provide current and accurate information on the Site and/or through the Product/Service. Nevertheless, misprints or other errors may occur. Accordingly, Nelson Education reserves the right to change the prices, fees and charges regarding the Product/Service and/or products available through the Site at any time and from time to time without any notice or liability to you or any other person. Also, Nelson Education cannot guarantee that the Product/Service or products advertised on the Site will be available when purchased or at any relevant time. Accordingly, Nelson Education reserves the right at any time to reject, correct, cancel or terminate any order or shipping request. If you order services or products for which the fee was incorrectly displayed, Nelson Education will provide you with an opportunity to cancel your request for Product/Services. If you order services or products that are not available, Nelson Education will notify you and the purchase price you actually paid will be refunded to you. Nelson Education reserves the right to refuse to accept any request for services or products, notwithstanding any course of dealing between Nelson Education and you in the past.

Your online request for services or products delivered over the Site constitutes your request to engage Nelson Education to supply those services or products. Your request for Products/Services shall be deemed to be accepted only if and when Nelson Education actually carries out your instructions.

Payment and Billing
You agree to pay applicable charges (including applicable taxes) for purchases that you make from us. Certain persons may enjoy a tax exempt status. In those circumstances, please ensure you communicate with Nelson to ensure your tax exempt status is properly recognized in the Nelson Education system.

Some Sites will have separate "Purchase Terms" that will apply to purchases made from that Site. Any such Purchase Terms will supersede the terms contained in these Terms of Use only to the extent there is a conflict and the rest of the terms set forth herein shall remain unaltered.

All prices displayed on our Sites are subject to change from time to time and without notice.

The purchase price for a product may depend on what type of customer account you have. For example, if you do not have an educational institution account and you select a product that offers different pricing for educational institutions, the price for that product may be corrected once your account type is validated and prior to completing the transaction. In similar fashion, prices may be corrected on account validation for educational institutions who may have selected a product in a non-educational institutional area of the product catalogue.

We may limit the number of promotions for which you may be eligible in a given period. In addition, certain promotional offers and discounts may apply to first-time purchasers only. We will disclose your payment terms at the time you make purchases from the Site. Discounts offered on store.nelson.com are only valid and applicable to online purchases on store.nelson.com and are not to valid with any other Nelson web sites.

You must select a payment method to pay us for any purchases you make from us. Every time you use the Product/Service, you reaffirm that (i) we or our authorized billing agent is authorized to charge your designated payment method; (ii) we may submit for payment charges incurred under your account; and (iii) you will be responsible for such charges, even if your account is cancelled or terminated. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card or other payment method information, your name, address and telephone number, and to provide us with any changes in such information promptly after the change. You acknowledge that the agreement between you and your credit card issuer or financial institution governs your use of your credit card for payment of amounts owed to us, and that you must refer to such agreement to determine your rights and obligations as a holder of such card.

YOU AGREE THAT WE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY BILLING AGENT WE USE) MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT UNLESS REQUIRED OTHERWISE BY LAW.

You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family or friends). We may, in our discretion, post charges to your payment method individually or may aggregate your charges with other purchases you make on the Site and apply those charges to your next billing cycle.

If, for any reason, we do not receive payment from your credit card or other payment method issuer, upon demand you agree to pay the overdue amount by other means acceptable to us. We reserve the right to accept other forms of payment, and if we elect to invoice you for services, you agree to pay to us the amount indicated in each invoice by the due date reflected on the invoice.

If you believe that a billing discrepancy has occurred, you must notify us within 60 days after the date on which such discrepancy first appeared on your credit card or other payment method account statement or invoice, as the case may be, or such amounts will be deemed to have been accepted by you. You agree to release us from any liability for any error or discrepancy that is reported to us after such period.

Your failure to pay according to the terms of these Terms of Use shall entitle us, without prejudice to our other rights and remedies, to (i) charge interest on a daily basis from the original due date at the rate of the lesser of 18% per annum or the maximum amount permissible by law and/or (ii) suspend or terminate your subscription (if applicable) and/or access to the Product/Service. You shall reimburse us for all reasonable costs incurred by us in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable legal fees and court costs. We may charge a fee for reinstatement of suspended or terminated accounts.

Shipping

Different shipping options will be presented when you go to place an order and prior to checkout. The prices for each of the different shipping options and the associated shipment dates for such options will be presented to you prior to checkout.

Shipping dates and delivery dates are estimates based on a variety of factors and the information we have at the time of purchase. This information may change for reasons outside of our reasonable control, resulting in changes to shipping dates and/or delivery dates. We will notify you of material changes to shipment dates and delivery dates as soon as reasonably possible.

Cancellation of Orders
Except as otherwise set forth in Purchase Terms or provided by applicable consumer protection laws, once your order has been placed you may NOT cancel your order. Certain Purchase Terms may allow cancellation of an order up to the date a product is shipped. In that case, that will be clearly set forth in the applicable Purchase Terms.

if you wish to cancel a request for services or products, you may request a cancellation by sending an email to [email protected] or by calling Nelson Customer Product/Service at 1-800-268-2222. However, Nelson Education may not receive and process your cancellation request before it accepts and processes your request for services, in which case your cancellation request may not be effective.

Automatic Renewal

The Product/Service is a continuing service that is billed annually, commencing on the date of your initial subscription purchase. The License Term and renewal date are located on the purchase order sent to you at the commencement of your initial subscription, subsequent renewal, or as otherwise disclosed as part of the ordering process. Following the initial License Term, your subscription to the Product/Service shall automatically renew, at the rates in effect at the time of renewal, for additional one year periods, unless you provide us with written notice of your cancellation at least thirty (30) days prior to the date of expiration of the initial License Term, or any subsequent License Term.

Notices and Communication

If you wish to contact Nelson Education or provide us with notice in writing as required by these Terms of Use, please contact us via reputable overnight courier (for example, Federal Express), or registered or certified first class mail, return receipt requested. Notices to us must be sent to Nelson Education Ltd., 2005 Sheppard Ave East, Suite 700, Toronto, ON M2J 5B4 Attention: Sarem Yesus, Executive Director, People & Engagement, Privacy.

Any notice or communication made under these Terms of Use will be deemed delivered (1) two business days after deposit with a commercial overnight carrier, with written verification of receipt or (2) five business days after the mailing date, if sent by registered or certified first class mail, return receipt requested.

Any rights not expressly granted by these Terms of Use are reserved to Nelson Education.

Assignment and Severability
These Terms of Use are personal to you and you may not assign your rights or obligations to anyone; any attempted assignment in violation of the foregoing shall be void. The provisions of these Terms of Use will ensure to the benefit of and be binding upon each of Nelson Education and its Affiliates and each of their respective successors and assigns and related persons and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. If any provision of these Terms of Use is found to be invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

Governing Law
These Terms of Use, your use of the Site and the Product/Service, and all related matters are governed solely by the laws of the Ontario, Canada and the federal laws of Canada applicable therein, to the exclusion of any rules of private international law or the conflict of laws which would lead to the application of any other laws.

Any dispute between Nelson Education and you or any other person arising from, or connected or relating to the Site, these Terms of Use or any related matters must be resolved before the Courts of Ontario sitting in the City of Toronto, Ontario, Canada, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter.

Any claim or cause of action you may have arising from, connected with, or relating to your use of the Site, these Terms of Use, or any related matters must be commenced in a court of competent jurisdiction in the City of Toronto, Ontario, Canada within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.

Waiver of Rights
No waiver, express or implied, by either party of any breach of or default under these Terms of Use will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

No Partnership
You and Nelson Education are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms of Use or your use of the Site.

Disclaimer of UN Committee
We expressly exclude the UN Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time, as well as any provincial legislation in Canada enacting such convention.

French Language
The parties have expressly requested and required that these Terms of Use and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce contrat et tous les documents qui s'y rapportent soient rédigé en anglais.