TERMS OF SERVICE

Effective Date: March 11, 2026

These Terms of Service, including any other document referencing or incorporating these Terms of Service (collectively, “Agreement”) are entered into between you and PNC Learning Inc. (“PNC”, “we”, “us”, or “our”) and applies to all of PNC’s online services, including our insurance licensing courses, materials and learning tools as provided through our online learning platform (“Platform”), our websites available at pnclearning.com, pnc-learning.thinkific.com, including all subdomains (each, a “Website”), and any other product or service to which PNC applies this Agreement (collectively, the “Service”).

BY EXECUTING AN AGREEMENT THAT REFERENCES THESE TERMS OF SERVICE, BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION, BY PURCHASING A PNC PRODUCT AND/OR USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. 

IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THIS AGREEMENT AND ARE AGREEING TO THIS AGREEMENT FOR THAT ORGANIZATION. WHERE YOU ARE AGREEING TO THE SERVICE ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFERS TO THE ORGANIZATION.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN YOU AND LAUNCHWINDOW. PLEASE READ THE ENTIRETY OF THIS AGREEMENT CAREFULLY.

1.    PNC SERVICES

The Service provides you with access to an educational aid that provides various tools and insights related to the insurance industry and relevant licensing/accreditation requirements. The Service and Platform may include online lectures, study guides, tips and practices questions (collectively “Courses”), as well as live chat bots and additional online learning tools such as AI-assisted tutors (collectively, “Learning Tools” and together with the Courses, “Features”). As part of the Service, PNC or our third-party partners may require you to register an account before accessing the Features available to you through the Service. Additional information on the Service can be found on our Websites. Your use of the Service is governed by this Agreement and our Privacy Policy, which details how PNC collects, uses and discloses your personal information. If at anytime you disagree with the terms of this Agreement and/or our Privacy Policy you must immediately stop your use of the Service and contact us at [email protected].

2.    ACCOUNTS AND ACCESS

2.1    Access and Creation. The Service is provided primarily through our Websites, which may provide you with the ability to register a single user account (“Account”) directly through the Websites or through a third-party single sign on (for example, your Apple or Google Account). In order to register an Account, you must be: (a) at least 18 years old or the age of majority in your jurisdiction (whichever is older); and (b) legally authorized to enter into a contract with PNC. By registering an Account, you represent and warrant that you are authorized to enter into this Agreement. 

2.2    Log-in Information. As an Account holder, you shall: (a) provide PNC with accurate contact information, as requested by PNC, including but not limited to your first and last name, current email address, an Account password and such other contact information as required to register; (b) maintain the confidentiality of your Account log-in information (“Log-in Information”), which you shall use each time you log into your Account on the Service; (c) maintain and promptly update your contact and Log-in Information; (d) use commercially reasonable efforts to manage and ensure the security, confidentiality and authorized use of your Log-in Information and shall not share it with any other person or entity; and (e) be responsible for all activity through the Service that originates from any Account logged in through your Log-in Information. By using the Service and registering an Account, you hereby acknowledge that PNC is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your Log-in Information. If you detect unauthorized access to or use of your Account, you shall promptly notify us of such unauthorized access or use. For more information on the information we may collect as part of the Account registration process, please review our Privacy Policy. 

3.    SERVICE LICENSE, SUBSCRIPTION AND PRODUCTS

3.1    License and Subscription. PNC hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable, revocable, royalty free license to access and use, in accordance with this Agreement, the: (a) Platform, through a single registered Account and applicable Subscription (each, a “Subscription”) and/or purchased Product (each, a “Product”); and (b) relevant Website. Usage rights, material permissions, content, Features and restrictions applicable to your Subscription or Product are as described on the Platform, Website and/or your Account. By using the Service, you acknowledge and agree that this Agreement does not convey any title or ownership interest in, or otherwise constitute the sale of any right to, the Service, Subscription, or Account. Your rights to and in any Product are as described at the point of purchase. 

3.2    Limitations. You shall use your applicable Subscription(s) and/or Product(s) solely for your personal and individual educational purposes for the duration of the Agreement. You are not permitted to share your Subscription, Product(s) or any Features available thereunder with any other person, organization or entity and PNC reserves the right to cancel or suspend your Subscription, terminate your Account or exercise its discretion in limiting your access to the Service in the event you breach this Agreement. Your failure to comply with this Agreement may result in automatic termination of your Account or your access to the Service.

4.    SERVICE USAGE

4.1    Authorized Use. You are required to use the Service and all constituent parts thereof in conformance with all applicable laws and regulations and shall not: 

a.    knowingly provide false or inaccurate information to PNC; 

b.    share your Subscription, Products, Account, Log-in Information or any Features available to you (including but not limited to downloaded content) with any other person or entity;

c.    publicly or privately disclose, share, leak or otherwise transmit, directly or indirectly, any promotional codes, qualifications, registration numbers, Features and related information or content made available to you as part of your Subscription or use of the Service; 

d.    engage in conduct constituting improper use of the Service, in a manner that exceeds reasonable volume or constitutes excessive or abusive usage; 

e.    decompile, disassemble, hack or reverse engineer the Service or otherwise attempt to derive the Service’s source code or gain unauthorized access to the Service; 

f.    scrape, crawl or harvest any data, content, Products, Features or personal information from the Service; 

g.    break, disrupt or otherwise attempt to break or disrupt any device used to support the Service or knowingly exploit a flaw, bug or error in the Service, including but not limited to using prompt injections, chatbot injections and/or remote code execution; 

h.    use the Service to store, transmit or share content and/or material that is infringing, libelous, unlawful or in violation of any person or entity’s rights; 

i.    harass, abuse, bully, stalk, threaten or impersonate any person through the Service; 

j.    sell, rent, lease, sublicense or share the Service (or any constituent part thereof) or access thereto, unless expressly permitted by PNC; 

k.    rearrange, modify, translate, create derivative works from, display, perform, publish, distribute or sublicense the Service (or any constituent part thereof), unless expressly permitted by PNC. For clarity, you shall not distribute Course materials, Products or Features with any other person, organization or entity, such as sharing a study guide with a friend or colleague;

l.    promote, encourage or undertake illegal or immoral activity or communicate, link to, post, stream, submit, transmit, or upload content and/or material that contains objectionable or offensive conduct through the Service; 

m.    disparage, harm or otherwise tarnish the reputation of PNC or any of our partners;

n.    use the Service to train artificial intelligence tools, large language models or other automated services; 

o.    use the Service to build a competitive service or product, or copy any Feature, Product, function or graphic for competitive purposes; 

p.    use the Service to infringe or violate third party rights, including but not limited to: (i) contractual rights, (ii) copyright, patent, trademark, trade secret rights or other intellectual property rights, (iii) privacy rights, (iv) privacy rights, (v) publicity rights, or (v) confidential information; or

q.    otherwise use the Service in any manner that violates this Agreement, the Privacy Policy and/or any other agreement between you and PNC, 

as determined by PNC in its sole and absolute discretion. Failure to comply with this Section 4.1 may result in termination of your access to the Service and/or your Account as well as possible legal consequences. 

4.2    Excess Usage. We reserve the right to monitor and reasonably restrict your ability to use the Service if we detect you are using excessive computing resources that may impact performance of the Service for PNC and/or other users, as determined by PNC acting in a commercially reasonable manner. In the event we determine you are using excessive resources, we will use good faith efforts to provide you with advance notice and attempt to determine appropriate alternative solutions prior to restricting your ability to access the Service.

4.3    Service Availability. In certain instances, the Service may be unavailable due to maintenance or unforeseen causes beyond our reasonable control, including but not limited to internet service provider issues, power or communications network failures, denial of service or similar attacks, or force majeure events. By using the Service, you acknowledge and agree that such Service unavailability does not constitute a breach of this Agreement. PNC disclaims all liability relating to Service unavailability. 

4.4    Third Party Services. The Service may feature integrations and embedded third-party services, for example, third-party sign on features through Google and other third-parties (“Third Party Services”). This Agreement does not grant you any license, right, title or other interest in the Third Party Services and you may be required to enter into separate agreement with one or more third-parties in order to sue such Third Party Services. If you choose to use the Third Party Services, PNC may permit the applicable third-party to access certain User Data (defined below) and/or personal information as required for the integration or use of the Third Party Services as is further described in our Privacy Policy. Use of the Third Party Services is contingent upon third parties permitting PNC to integrate the Service with the applicable Third Party Services and such permission and/or integration may end at any time without prior notice or compensation to you. 

4.5    Privacy Policy. Your use of the Service is also governed by our Privacy Policy which details how we collect, use and disclose personal and anonymous data about you, as may be updated on one or more occasions. You are responsible for reading the Privacy Policy and we strongly encourage you also review the privacy policies of any third-parties you may use as part of the Third Party Services. If at anytime you disagree with our then-current Privacy Policy, you must immediately discontinue your use of the Service and contact us by emailing [email protected].

5.    ARTIFICIAL INTELLIGENCE[LP1.1]

5.1    AI Disclaimer. Certain aspects and Features of the Service may use large-language models and artificial intelligence (“AI”), which enable machine learning capabilities and predictive analysis to generate outputs (“AI Content”) from specific data inputs within the Service, including by assessing inputs and content you upload or provide when using the Service (“AI Features”). These AI Features are provided by the Service’s integration with technology provided by Agenthost and other third-party AI service providers. By using the Service, you agree that your use of the AI Features is permitted by all applicable laws of your jurisdiction. You represent and warrant that you have all necessary right, title and interest to any data inputs used for the AI Features and that any such data inputs provided by third parties are collected, used and shared in accordance with applicable laws, including but not limited to privacy laws. Use of the AI Features are provided on an “AS IS” and “WHEN AVAILABLE” basis.

5.2    AI Outputs. AI Content and related outputs the Service generates through AI Features may not be entirely accurate and may result in inappropriate, offensive or contextually incorrect content or otherwise produce errors, inconsistencies, hallucinations or other inaccuracies. You acknowledge and agree that any AI Content or other outputs produced by the AI Features do not reflect the beliefs, opinions, or advice of PNC or any of its Representatives (defined below). AI Content does not constitute legal, financial, medical or any other professional advice. PNC expressly disclaims all representations, warranties and covenants as to the accuracy and/or completeness of any AI Content. You are responsible for verifying all AI Content and related outputs for accuracy and completeness and revising or editing such outputs, as may be reasonably required, before using them on the Service or sharing them outside of the Service. PNC may monitor AI Content for appropriate moderation and filtering as required to protect our users and other third-parties. You retain all right, title and interest to the AI Content produced by the AI Features. You may opt out of the use of AI Features but choosing to do so may impact your use of the Service or the Service’s availability. In the event that any of the AI Features or AI Content produce inappropriate outputs, we strongly encourage you to report such outputs to us immediately by emailing [email protected]. 

5.3    AI Acceptable Use Policy. By using any of the AI Features, you hereby represent and warrant that you will not, nor will you authorize anyone on your behalf to:

a.    misrepresent to anyone that the AI Content or related outputs generated by the AI Features are or were created or generated by a human;

b.    use the AI Features in a way that violates or infringes upon any third-party rights or laws, including but not limited to privacy and intellectual property laws; 

c.    use the AI Features in a manner reasonably intended to generate explicit content, provide harmful advice, encourage dangerous behaviour or facilitate harassment or targeting of yourself or others; and/or

d.    use the AI Features to offer legal, financial or health advice, to promote political opinions, or to engage in activities that have a high risk of economic harm,

as determined by PNC in its sole and absolute discretion.

6.    SERVICE AND SUBSCRIPTION FEES

6.1    Subscription Plans. Each Subscription and/or Product and the relevant Features available to you under each are as described on the applicable Website or in your Account. Subscriptions may be charged on a monthly, yearly or other recurring basis. Product purchases are typically a one-time purchase that grants you access for an indefinite period of time, subject to the restrictions of this Agreement. The Features and content available under a Subscription and/or Product are subject to change on one or more occasions and without prior notice to you. 

6.2    Subscription Fees. You shall pay PNC the applicable Subscription Fee agreed to when selecting your applicable Subscription tier in the Platform (“Subscription Fee”). You shall also pay PNC the applicable Product Fee agreed to when selecting your applicable Product in the Platform (“Product Fee”). In addition to the Subscription Fee and Product Fee, you agree to pay any additional fees and charges agreed to between you and PNC, including but not limited to any in-Platform purchases not included in the Subscription Fee and/or Product Fee (“Additional Fee”). The Subscription Fee or Product Fee may be charged on a one-time basis or on a recurring basis, as specified by PNC in writing. For recurring Subscriptions, you shall be automatically charged the Subscription Fee for each Term and Renewal Term (defined below) that you continue using the Service. PNC may increase a Subscription Fee, Product Fee or Additional Fee by providing written notice of the change to you at least 30 days prior to the start of a Renewal Term (as applicable). If you elect to pay the Subscription Fee, Product Fee or any Additional Fee by credit card, you authorize PNC or a third-party designated by PNC (for example, Stripe or PayPal), to charge the credit card you provide for all fees owed to PNC. By providing your credit card or other payment information to PNC or a designated third party, you hereby represent and warrant that: (a) you have the legal right and authority to use the credit card(s) or payment method(s) provided in connection with your payments to PNC; and (b) the information you provide for payment purposes is up to date, true, correct and complete. If your credit card or other payment method changes, expires, is revoked, disputed or invalid for any other reason, we may suspend your use of the Service or otherwise terminate the Agreement. By submitting your payment information, you hereby grant PNC the right to provide such information to third parties for the sole purpose of facilitating your purchases with PNC (further information on third party data sharing is available in the Privacy Policy). PNC reserves the right to refuse or cancel any Subscription Fee, Product Fee, Additional Fee, or other purchase for reasons including but not limited to suspected fraud or any other reason, as determined in our sole and absolute discretion. You may elect to terminate a recurring Subscription Fee by clicking the cancel Subscription button within your Account in the Service. Each purchase of a Product and certain Features are non-refundable even if you choose never to access such Product and/or Feature. To the extent you do not use all Features offered as part of a recurring Subscription Fee, such unused Features do not roll over upon renewal of the Subscription Fee and are deemed to be forfeited by you.

6.3    Subscription Changes. You may be able to change, upgrade, or downgrade your Subscription, and may do so directly on the Service or by requesting such change by emailing us. Subscription upgrades may require you to pay an Additional Fee upon approval of your request. Subscription downgrades may not take effect until the end of your current Subscription Fee billing cycle, and access to the Features available under your current Subscription may change prior to or at the end of your current billing cycle.

6.4    Overdue Invoice. Following your failure to pay an invoice or any other fees due and owing by you to PNC, we may suspend your Account or your access to the Service and, prior to reinstating your access, we may require you to pay: (a) all outstanding amounts owed to PNC; and (b) all amounts that will become payable by you to PNC during the remainder of the Term. 

6.5    Taxes. The Subscription Fee, Product Fee as well as any Additional Fee and other charges or fees agreed to between you and PNC exclude taxes, duties and other governmental charges, which you shall pay. 

6.6    Refunds. As the Service is primarily provided through online programs, PNC is generally unable to offer a full or partial refund of your payments to PNC once access to the Service and applicable Features have been provided to you (a “Refund”). Notwithstanding the above, PNC may provide a Refund, in PNC’s sole and absolute discretion, if a Refund is requested within seven days of your purchase or otherwise permitted by the applicable laws of your jurisdiction. If technical problems prevent you from accessing the Service following a purchase, you may contact us to request either replacement of the applicable aspect of the Service or a Refund, as solely determined by PNC. PNC may refuse to provide a Refund: (a) if you already accessed paid content on the Services; (b) if you accessed the “Downloads” section or other pieces of downloadable content; (c) in cases of fraud; (d) due to Refund abuse; and/or (e) due to other manipulative behaviour that may entitle PNC to a corresponding legal claim. Each Refund amount shall be decided by PNC in its sole and absolute discretion and shall be based on the particular details of each Refund request. Furthermore, if you access paid content on the Service or the “Downloads” section, the maximum Refund PNC is able to offer you is equal to the lesser of: (i) the amount you have paid to PNC minus the then-current cost of the relevant Subscription, Product and/or Features, as described on pnclearning.com, or elsewhere in PNC’s marketing materials; or (ii) the amount you have paid to PNC multiplied by the percentage of the relevant portion of the Service you have not accessed prior to your Refund request, as determined in PNC’s sole and absolute discretion. If you believe you are entitled to a Refund, you may submit a Refund request using this tool: https://www.videoask.com/f5m0z9gms. If you have any additional questions or concerns about our Refund policy, please reach out to us by emailing [email protected].

6.7    Pass Guarantee.  Certain Subscriptions and/or Courses (as may be stated directly on a Website and/or the Platform) may entitle you to PNC’s pass guarantee (“Pass Guarantee”). The Pass Guarantee is available to you if you have written an applicable exam during your original enrolment period (prior to any extensions) and have completed the applicable Course (reached 100% completion of the Course as specified on the Platform), but failed to pass.  To submit a request for an extension under the Pass Guarantee, you are required to submit a request via email to [email protected] within 60 days of the applicable exam attempt with an attachment that includes the original copy of your exam results, including your name, the date of the exam, and a description of how many additional months you are requesting.  Your eligibility for the Pass Guarantee and the length of any extensions granted to you under the Pass Guarantee shall be determined in PNC’s sole and absolute discretion, exercising commercially reasonable judgement. In determining eligibility and extension lengths, PNC may consider a number of factors, including but not limited to, the length of the extension requested, previous extension requests granted, and whether subsequent exam attempts have been made.

7.    TERM, TERMINATION AND SUSPENSION

7.1    Term. This Agreement is effective on the earliest of: (a) in the case of your access to a Website, the date you first access such Website; (b) if a Subscription or Product, the date you first sign up for such Subscription or purchase such Product; or (c) such other date as agreed to between you and PNC in writing. 

7.2    Term Duration. The Term of a Subscription runs until such Subscription expires or is otherwise terminated pursuant to the Agreement. The Term for a Subscription may be recurring or limited to a set period as further described on the Platform. For a recurring Subscription, such Subscription shall automatically renew for the same period as the initial Term upon expiration of the initial Term. 

7.3    Termination. The Term terminates upon the earliest to occur of: 

a.    Cancellation of your Subscription prior to a Renewal Term (effective at the end of your current Subscription billing cycle unless otherwise specified by PNC in writing);

b.    Your failure to pay the Subscription Fee, Product Fee, Additional Fee, or any fee or charge due and owing by you to PNC; 

c.    In the case of access to the Website, when terminated by you or PNC, which may occur at any time without notice; 

d.    The date on which you choose to delete your Account on the Service; or 

e.    Your non-compliance with (or rejection of) the Agreement or Privacy Policy. 

For clarity, your access to the Service depends upon the terms of your particular Subscription and, upon the end of your Subscription, your access to applicable Features shall automatically terminate. Most Products available for purchase on the Website grant you indefinite access, so long as you comply with the terms of this Agreement. PNC may suspend or terminate your access to the Service (including your Subscription and/or purchased Products), in whole or in part, at any time for any reason (or for no reason) including but not limited to your violation of this Agreement or the Privacy Policy, as determined in its sole discretion. Whether a suspension will be lifted is at the sole and absolute discretion of PNC. You acknowledge and agree that you are not entitled to a Refund or other compensation of any kind as a result of suspension, termination or Service cancellation, in whole or in part, and that PNC shall not be liable to you or any third party for any related loss or damages. 

Following termination, PNC may, but is not obligated to, retain certain User Data (defined below) and Account information, as required to permit you to restore your Account, Subscription and/or Product access. Further information on our data retention practices are available in the Privacy Policy.

8.    OWNERSHIP

8.1    Service Ownership. All right, title and interest in and to the Service, including but not limited to copyrights, patents, trademarks, trade secrets, trade names, computer code (source and object), Subscriptions, Products, Features and Accounts are owned by PNC and its third-party licensors. PNC reserves all rights in the Service. You may not remove or modify any proprietary marking or restrictive legends in the Service. The Agreement does not convey any right, title or interest in, or constitute the sale of any right to, the Service, Subscription, Features or Account. By purchasing a Product, your interest is limited to a revocable, limited, non-transferable, non-sublicensable, non-assignable license to access, use and/or download (if permitted) the Product solely for your personal and individual educational purposes. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are and shall be forever owned by and inure to the benefit of PNC, excluding User Data. The trademarks, logos, brands and service marks (collectively, “Trademarks”) displayed on the Service are registered and unregistered marks of PNC or are otherwise used in accordance with applicable law. Nothing contained in the Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without PNC’s express written permission. PNC reserves all rights unless expressly granted in this Agreement.

8.2    User Data. Data that you provide in connection with your Account or otherwise upload or transmit through the Service (“User Data”) is and shall remain your sole property. Any and all right, title and interest in and to User Data, including all associated intellectual property rights, remain with you. By using the Service, you represent and warrant that you have all necessary right, title and interest to the User Data you provide to PNC under applicable laws, including but not limited to intellectual property and privacy laws. You are solely responsible for your User Data and any other content you upload on the Service. By using the Service, you agree that PNC may use, store and modify User Data in order to: (a) provide the Service; (b) create anonymous aggregated or statistical data (or both); (c) improve or otherwise modify the Service; (d) create new products and services; (e) analyze the Service and its use and publishing the results of such analysis; and (f) deliver you relevant information and communications, in addition to other purposes described in the PNC Privacy Policy. 

8.3    User Feedback and Submissions. As part of the Service, you may provide PNC with additional User Data, including but not limited to your comments, questions, testimonials, advice, ideas or other information through contributions to our Courses, our blog or via your emails to PNC (“Submissions”). Additionally, by using the Learning Tools and AI Features, you may contribute to chatlogs when you interact with the AI-assisted tutor services (“Chatlogs”). By providing Submissions and Chatlogs, you represent and warrant that you have all consents, licenses and rights necessary to license the Submissions and Chatlogs to PNC and you hereby grant to PNC an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to your Submissions and Chatlogs under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment to you or any third party. 

9.    DMCA

PNC complies with the U.S. Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or representative of the owner and believe that a user has submitted or uploaded material that infringes upon your United States copyrights, you may submit notification in accordance with the DMCA by providing PNC with the following information in writing:

a.    identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

b.    identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Service (such as the URL(s) of the claimed infringing material);

c.    information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;

d.    a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

e.    a statement by you, made under the penalty of perjury, that the above information in your notification is accurate and that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner’s behalf; and

f.    your physical or electronic signature.

Please send all written correspondence of alleged infringements to:

ATTN: 

Copyright Compliance Department

Voyer Law Corporation

403-134 Abbott Street

Vancouver, British Columbia, Canada

V6B 2K4

You may also contact legal by email to [email protected].

10.    DISCLAIMER

THE SERVICE IS PROVIDED TO YOU “AS IS” AND “WHEN AVAILABLE” AND PNC DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, PNC MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM COMPUTERS, MOBILE DEVICES OR ANY ATTACHED DEVICES. 

NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY PNC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ASSIGNS, WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

WHILE PNC MAKES EVERY EFFORT TO ENSURE THAT FEATURES ARE UP TO DATE AND CONTAIN NECESSARY CONTENT, PNC DOES NOT REPRESENT OR WARRANT THAT THE FEATURES WILL PREPARE YOU FOR ANY EXAMINATIONS OR THAT YOU WILL SUCCESSFULLY COMPLETE ANY EXAMINATIONS. PNC MAY NOT BE AN APPROVED EDUCATION PROVIDER IN YOUR JURISDICTION AND OUR SERVICES ARE DESIGNED SOLELY TO AID YOUR EDUCATIONAL JOURNEY. THE SERVICE IS NOT AN ALTERNATIVE TO OFFICIAL ACCREDIDATION, CERTIFICATION OR LICENSING. PLEASE CAREFULLY REVIEW THE ACCREDITATION, ADMISSION AND LICENSING REQUIREMENTS APPLICABLE TO YOUR JURISDICTION PRIOR TO PURCHASING OUR PRODUCTS, SUBSCRIPTIONS AND/OR RELATED FEATURES ON THE SERVICE. 

11.    LIMITATION OF LIABILITY

11.1    LIMITATION OF LIABILITY. PNC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND/OR ASSIGNS (“REPRESENTATIVES”) SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD PARTY SERVICES INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOSS OF DATA, LOSS OF CONTENT, LOSS OF EMPLOYMENT, LOSS OF WAGES, LOSS OF PROFITS, LOSS OF GOODWILL, PERSONAL INJURY OR DEATH AND ANY AND ALL OTHER TANGIBLE AND INTANGIBLE DAMAGES OR LOSSES, EVEN IF PNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

11.2    EXCLUSIONS AND AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY UNDER THIS SECTION 10 IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD PNC FROM LIABILITY, YOU HEREBY AGREE THAT PNC’S MAXIMUM AGGREGATE LIABILITY TO YOU IN ANY CASE WHATSOEVER SHALL BE THE LESSER OF: (A) THE TOTAL AMOUNT YOU HAVE PAID TO PNC IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION; OR (B) $1000 CAD.

11.3    Equitable Remedies. You acknowledge that PNC would be irreparably harmed if this Agreement is not specifically observed and, agree that PNC shall be entitled, without bond, security or other proof of damages, to seek appropriate equitable remedies with respect to your breach of the Agreement, in addition to other remedies available to PNC under applicable law.

12.    INDEMNIFICATION

You shall indemnify, defend and hold PNC and its Representatives, harmless from and against any claim, action, cause of action, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, in connection with your use (or misuse) of the Service or Third Party Services, personal injury or death arising while using the Service or Third Party Services, or your violation of the Agreement or any law or regulation (including but not limited to privacy or consumer protection laws). You shall not settle any claim without PNC’s advance written consent unless such claim releases PNC unconditionally. PNC reserves the right to, at its expense, assume control of the claim.

13.    DISPUTE RESOLUTION

13.1    Initial Dispute Resolution. Most disputes between you and PNC can be resolved without resorting to legal action. If you have any dispute with PNC, you agree that before taking any formal legal action you will contact PNC at [email protected], and provide a brief, written description of the dispute and your contact information. You and PNC agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

13.2    Binding Arbitration. If you and PNC cannot come to a resolution within 60 days after the time an informal dispute resolution is initiated in accordance with Section 12.1, you agree that any disputes or claims between you and PNC (including any of the Representatives), shall be resolved by confidential, final and binding arbitration to be conducted in Vancouver and administered by the Vancouver International Arbitration Centre (“Arbitrator”). The arbitration shall be commenced and conducted in accordance with the Arbitrator’s most recently published version of the VIAC Rules of Arbitration and Mediation (“Rules”). Your arbitration fees and your share of the arbitrator’s compensation shall be governed by and, where appropriate, limited by, the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW. THE PARTIES AGREE THAT THIS SECTION 12.2 SHALL NOT APPLY TO: (I) DISPUTES CONCERNING INTELLECTUAL PROPERTY, ALLEGATIONS OF THEFT, PIRACY, VIOLATION OF PRIVACY LAWS OR USE OF THE SERVICE IN VIOLATION OF THIS AGREEMENT; OR (II) CLAIMS FOR INJUNCTIVE OR SIMILAR EQUITABLE RELIEF.

13.3    CLASS ACTION WAIVER AND PROHIBITION. YOU AGREE THAT ANY ARBITRATION OR ADJUDICATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN PNC, THE REPRESENTATIVES (IF APPLICABLE), AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR ADJUDICATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE OR ADJUDICATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS-ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.

14.    PUBLICITY

In certain circumstances, PNC may use your name, image, likeness, marks, brands, logos or other intellectual property for our advertising, promotional, marketing or similar public purposes. In such circumstances, PNC shall comply with any branding guidelines and similar limitations you inform us of prior to publishing. Where you agree to such publicity, you hereby grant PNC a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use your name, image, likeness, marks and other intellectual property solely for our advertising, promotional and/or marketing purposes (“Publicity License”). If at any point in time after granting us the Publicity License you would like PNC to discontinue use of your name, image, likeness, marks, brands, logos or other intellectual property, please contact us at [email protected] with the subject line “Publicity License Revocation” and a description of your request in the body of the email. 

15.    REED.CO.UK USERS

15.1    Additional Terms for REED.co.uk Users. If you have purchased one of our Courses from REED.co.uk you are subject to this Section 14 of the Agreement (“REED Terms”). Under the REED Terms, you may cancel your purchase of a Course made through REED.co.uk within the period of 14 calendar days from the date on which you purchased such Course ("Cancellation Period”). Note that if you redeem your voucher during the Cancellation Period, you are expressly requesting PNC to begin providing the Course materials immediately and you acknowledge that such request shall result in the loss of your right to cancel the purchase of the Course and/or receive any refund for it.

15.2    Cancellation. For REED.co.uk users who have not redeemed their voucher during the Cancellation Period, you may cancel your Course and/or request a refund by following the steps outlined below: 

a.    submit a Refund request using this tool: https://www.videoask.com/f5m0z9gms;

b.    upon receipt of a cancellation request, we will evaluate the cancellation request and determine if the request was timely made and if Course materials were accessed; and

c.    if you cancel the purchase of a Course within the Cancellation Period, PNC will issue a refund for the Course within 14 calendar days from the day on which PNC determines you are entitled to a refund.

15.3    Conflicts. In the event of a conflict between the REED Terms and the remainder of this Agreement, the REED Terms shall control, but only to the extent of such conflict.

16.    GENERAL

16.1    Updates. PNC reserves the right, in its sole discretion, to modify this Agreement at any time (each, an “Update”) and shall make each Update available on each Website and/or through email notification to you. You are deemed to accept any Update by continuing to use the Service. Unless PNC states otherwise, Updates are automatically effective 30 days after we publish such Update to our Website, except in such case where an Update is immaterial to any of your legal rights or legal obligations of PNC and such Update is made solely to correct typographical, formatting or grammar inaccuracies, and in such case, an Update is effective immediately after publishing on a Website.

16.2    Disagreement with Terms of Service or Privacy Policy. If at any time you disagree with the then-current Terms of Service or Privacy Policy (or any Updates to either), you must immediately stop use of the Service and notify PNC of your intention to terminate by emailing [email protected].

16.3    Governing Law. This Agreement is governed by and construed in accordance with applicable laws of the province of British Columbia and the federal laws of Canada, without reference to principles of conflicts of laws. If a dispute arises that is not otherwise covered by the terms of this Agreement, you hereby agree that such dispute shall be resolved by courts located in Vancouver, British Columbia and hereby irrevocably attorn to the personal jurisdiction of such courts. 

16.4    Severability; Waiver. To the extent that any section, clause, provision or sentence or part thereof of this Agreement is determined to be invalid or unenforceable by a competent and valid authority in any jurisdiction, then such portion shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law and the remaining terms of this Agreement shall remain in full force and effect. No failure or delay by a party in exercising any right, power or remedy under this Agreement constitutes a waiver thereof. 

16.5    Notice. Any notice required under this Agreement shall be given by email to PNC at [email protected] and by PNC to you at the email address you provide to PNC, as updated on one or more occasions, such notice deemed received upon sending. 

16.6    Export Compliance. Certain export control laws regulate the export and re-export of technology originating in Canada, the United States of America and other foreign countries. You agree to abide by all export control laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, the Service or any Features from any countries or foreign nations in violation of such laws or regulations. You shall comply with the export laws and regulations of the applicable jurisdictions in which you provide, access or use the Service. The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.

16.7    Limitation Period. Any cause of action arising out of or related to the Agreement or the Service must commence within one year after the cause of action accrues and, if not, is permanently barred. The parties acknowledge that the foregoing constitutes a modification and shortening of the limitation period set forth in statute and agree to shorten the limitation period.

16.8    Assignment. You cannot assign, transfer or pledge the Agreement, in whole or in part, without the prior written consent of PNC. Any purported assignment of this Agreement by you without the prior written consent of PNC shall be null and void as of the date the purported assignment occurred. PNC may assign this Agreement upon written notice to you.

16.9    Force Majeure. Except with respect to your obligation to make payments (including but not limited to the Subscription Fee, Product Fee, Additional Fee and any other charges due and outstanding from you to PNC), neither party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, epidemics, pandemics, labor disputes, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.

16.10    Entire Agreement. The Agreement, including the Privacy Policy and any other agreement incorporating this Agreement, as amended on one or more occasions, constitutes the entire agreement between you and PNC and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. 

16.11    Survival. Sections 4.5, 5.3, 6.3, 6.4, 6.5, 6.6, 7.3, 8, 10 through 14 and 16 survive termination of this Agreement. 

16.12    Contact and Questions. If you have any questions about this Agreement or our Privacy Policy, please contact us via email at [email protected].