TERMS OF USE

Effective Date: September 19, 2019

This Terms of Use is entered into between you and PNC Learning Inc. (“PNC”) and applies to the PNC insurance licensing courses and materials available at pnclearning.com and pnc-learning.thinkific.com, including subdomains (collectively, the “Service”).

Use of the Service is governed by these Terms of Use and a Privacy Policy detailing how PNC collects, uses and discloses your information. You must agree to the Terms of Use and Privacy Policy in order to use the Service.

BY PURCHASING A COURSE OR BY USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF USE.

1.UPDATES

1.1Updates to Terms of Use. PNC reserves the right, in its sole discretion, to modify the Terms of Use at any time (“Updates”) and shall make Updates available at pnclearning.com. You are deemed to accept any Update by continuing to use the Service. Unless PNC states otherwise, Updates are automatically effective 30 days after posting on pnclearning.com.

1.2Disagreement with Terms of Use or Privacy Policy. If at any time you disagree with the then-current Terms of Use or Privacy Policy, you must immediately stop use of the Service and notify PNC of your intention to terminate by emailing info@pnclearning.com.

2.SERVICE SUBSCRIPTION

2.1Service Description. The Service includes, but is not limited to, online lectures, study guides, tips and practice questions relating to Canadian insurance licensing examinations, as further described on pnclearning.com (collectively, “Courses”). Courses are subject to change at any time, at PNC’s sole discretion, without notice or compensation.

2.2Service Subscription. PNC grants you a non-exclusive, non-sublicensable, non-assignable, revocable, limited subscription to access the Service through a registered account (“Account”) and to access and download material associated with the Courses you subscribed to, as permitted by the terms of your subscription (collectively, the “Subscription”). You acknowledge that the Terms of Use does not convey title or ownership interest in, or constitutes the sale of any right to, the Service, Subscription or Account.

2.3Subscription Fee. PNC charges a fee to access each Course, as detailed at pnclearning.com and is subject to change without notice (the “Subscription Fee”). The Subscription Fee may be charged on a one-time basis or on a recurring yearly basis, as specified by PNC. The Subscription Fee excludes applicable taxes, duties and charges. You shall provide PNC with a valid credit card to be charged for each Course you purchase a subscription to, which shall be billed and charged by PNC and third parties authorized on our behalf. If you choose to have your Subscription Fee charged on a recurring basis, you agree that your credit card shall be charged annually on the anniversary of your purchase (or such later date selected by PNC). You may elect to terminate a recurring Subscription Fee by clicking the cancel Subscription button within the Service. Each purchase of a Course is non-refundable even if you choose never to access such Course. To the extent you do not use all Courses offered as part of a recurring Subscription Fee, such unused Courses do not roll over upon renewal of the Subscription Fee and are forfeit.

3.TERM AND TERMINATION

3.1Suspension and Termination. Your access to the Service depends upon the terms of your particular Subscription and, upon the end of your Subscription, your access to applicable Courses shall automatically terminate. PNC may suspend or terminate your access to the Service, in whole or in part, at any time for any reason (or for no reason) including but not limited to your violation of the Terms of Use, as determined in its sole discretion. Whether a suspension will be lifted is at the sole 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.

4.ACCESSING THE SERVICE

4.1Access. Access to the Service requires hardware including but not limited to a computer or mobile device and an Internet connection. You agree to provide all hardware and the Internet connection required to use the Service and shall be responsible for any fees incurred when accessing the Service through an Internet connection.

4.2Account Login Information. Your Account is accessed by a username and password set by you or by way of single sign-on through a permitted Third Party Service (“Login Information”). You are the only person allowed to access your Account and are prohibited from sharing your Login Information. You are solely responsible for keeping Login Information confidential and agree to be bound by any use of Login Information, including any purchases, whether or not you authorized such use of Login Information. If you become aware, or reasonably suspect, unauthorized use of your Account, you must immediately change the password that is part of Login Information. Any questions concerning unauthorized use of an Account may be emailed to PNC at info@pnclearning.com.

5.THIRD PARTY SERVICE. The Service may allow you to integrate with third-party services that are not provided by PNC but that enhance the overall functionality of the Service (“Third Party Service”). The Terms of Use does not grant you any license, right, title or interest in any Third Party Service. Use of Third Party Service may require you to enter into agreements with a third party. It is up to you to determine whether to agree to the terms of any Third Party Service agreement.

6.USE OF THE SERVICE. You agree that you will not use the Service in the following manner:

a.engage in conduct that PNC determines, in its sole discretion, to constitute improper use of the Service;

b.decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code;

c.except as expressly permitted by PNC reproduce, rearrange, modify, translate, create derivative works from, display, perform, publish, distribute or sublicense the Service. For clarity, you cannot distribute Course materials, such as lending a study guide to a friend;

d.knowingly exploit a flaw or bug in the Service;

e.sell, rent, lease or sublicense the Service or access thereto; or

f.allow another person to use your Account or any materials associated with a Course.

7.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), Courses and Accounts are owned by PNC. PNC reserves all rights in the Service. As part of the Service, you may provide PNC with comments, questions, testimonials, advice, ideas or other information through but not limited to comments on Courses or our blog or emails to PNC (“Submissions”). By providing Submissions, you represent and warrant that you have all consents, licenses and rights necessary to license Submissions to PNC and you hereby grant to PNC an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to Submissions 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.

8.DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND PNC DISCLAIMS ALL 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 OR MOBILE DEVICES. WHILE PNC MAKES EVERY EFFORT TO ENSURE THAT COURSES ARE UP TO DATE AND CONTAIN NECESSARY CONTENT, PNC DOES NOT REPRESENT OR WARRANT THAT COURSES WILL PREPARE YOU FOR ANY EXAMINATIONS OR THAT YOU WILL SUCCESSFULLY COMPLETE ANY EXAMINATIONS. 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.

9.LIMITATION OF LIABILITY. PNC, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS 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 PROFITS, LOSS OF GOODWILL 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.

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 IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD PNC FROM LIABILITY, YOU AGREE THAT PNC’S MAXIMUM AGGREGATE LIABILITY TO YOU IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT YOU PAID TO PNC IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

10.EQUITABLE REMEDIES. You acknowledge that PNC would be irreparably damaged if the Terms of Use 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 Terms of Use, in addition to other remedies available to PNC under applicable law.

11.PUBLICITY. You agree that PNC may use your name and logo, attribute Submissions (such as testimonials) to you and reference you as a customer for advertising, promotion or similar public purposes and hereby grant PNC a non-exclusive, worldwide license to your name and logo for such purposes.

12.GENERAL.  The Terms of Use are governed by and construed under the laws of the province of British Columbia.  If a dispute arises, you agree that such dispute be resolved by courts located in Vancouver, British Columbia and hereby submit to the personal jurisdiction of such courts.  To the extent any section, clause, provision or sentence or part thereof of the Terms of Use is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction, then that portion shall be severed and the remainder of the Terms of Use given full force and effect.  PNC’s failure to assert or enforce any right contained in the Terms of Use shall not constitute a waiver of that right.  The Terms of Use constitutes the entire agreement between you and PNC with respect to the subject matter hereof.


You may contact PNC regarding this Terms of Use by emailing info@pnclearning.com.