V2.0 – FEBRUARY, 2023
IMPORTANT INFORMATION – PLEASE READ CAREFULLY
THIS AGREEMENT GOVERNS THE USE OF THE SERVICES, NAMELY THE BOREAL TALES SERVICES COMPOSED OF A SOFTWARE APPLICATION, DESIGNED FOR USE IN THE FIELD OF EDUCATION, AND ASSOCIATED MANAGER AND ADMINISTRATION WEB INTERFACES, AND THE TROUBADOUR SERVICES, COMPOSED OF A MANAGER/STUDENT WEB INTERFACE AND AN ADMINISTRATION WEB INTERFACE.
THIS AGREEMENT SETS FORTH NANOMONX'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES. IT IS A COMPLETE AND BINDING STATEMENT OF THE AGREEMENT BETWEEN YOU AND NANOMONX.
NO ONE, INCLUDING THE EMPLOYEES OF NANOMONX, IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY OTHER CONTINGENT COMMITMENTS ON BEHALF OF NANOMONX, EXCEPT IN A WRITTEN DOCUMENT SIGNED BY AN AUTHORIZED OFFICER OF NANOMONX.
BY COMPLETING THE Manager ACCOUNT CREATION PROCESS AND CLICKING THE ‘I ACCEPT’ BUTTON, YOU ARE INDICATING YOUR UNCONDITIONAL ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE UNCONDITIONALLY BOUND BY THE TERMS AND PROVISIONS OF THIS AGREEMENT, DO NOT CREATE YOUR Manager ACCOUNT.
You represent and warrant to Nanomonx that (i) you are an individual and not a corporation; (ii) you are of legal age to form a binding contract; (iii) you are a Manager in a classroom setting, an education professional, or a parent invested in your kids’ education and that all registration information you submit is accurate and truthful; (iv) you will maintain the accuracy of such information; (v) if you are accepting this Agreement on behalf of an institution, company or other legal entity, you have the authority to bind that institution, company or legal entity to this Agreement. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of, and access to, the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
As used in this Agreement the following terms shall have the following definitions regardless whether used in their singular or plural form:
1.2. "Content" shall mean all materials displayed or performed as part of the Services, including but not limited to text, images and illustrations.
1.3. "Manager" shall mean yourself, as manager of all aspects of the Services within the Classroom.
1.5. "Services" shall mean all the services provided by Nanomonx, namely the Boreal Tales Services (Boreal Tales Manager Website, Boreal Tales Application and Administration Website) and the Troubadour Services (the Troubadour Website and the Administration Website).
1.6. “Manager Account” shall mean the account that you will create on the Administration Website, allowing you to manage your use of the provided Services.
1.7. “Student Account” shall mean any account created for a student by the Manager or by the student, or an account used by the Manager to act as a student.
1.8. “Account” shall mean both the Manager Account and/or Student Account.
1.9. "Boreal Tales Application" shall mean any Boreal Tales client app for any platform (Windows, iOS, OSx, Android and any other).
1.10. "Boreal Tales Manager Website" shall mean the Boreal Tales website, used only by Managers, accessible at https://constellation.nanomonx.com.
1.11. "Troubadour Website" shall mean the website accessible to both students and Managers to use Troubadour, accessible at https://troubadour.nanomonx.com.
1.12. "Administration Website" shall mean the website used by Managers to login into the Services and purchase subscription packages for the Services, accessible at www.nanomonx.com.
2. Access to the Game
2.1. The Services are owned and operated by Nanomonx.
2.2. Nanomonx may change, suspend or discontinue all or any part of the Services at any time, may impose limits on certain features and services, or restrict your access to parts or all of the Services without notice or liability.
2.4. You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, projection equipment, internet access and telephone service, and shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.
This Agreement will remain valid as long as you use the Services. You can opt out of this Agreement by sending Nanomonx a written request. In this case, your Manager Account and all associated Student Accounts will be deleted and you shall no longer have the right to use the Services unless you create a new Manager Account and accept the Terms of this Agreement again.
4.1. Nanomonx shall retain all rights, title and interest, including all intellectual property rights.
4.2. The Services, and all related materials are protected by the copyright laws of Canada and international treaty provisions, and you agree not to remove any copyright or other proprietary or product identification notices contained thereon.
4.3. No material available in the Services or on the Nanomonx website may be copied, reproduced, republished, downloaded, transmitted, or distributed in any way without the explicit written permission of Nanomonx.
4.4. No material available in the Services or on the Nanomonx website may be modified in any way without the explicit written permission of Nanomonx. Any such action is rightly a violation of Nanomonx's copyright, trademark, and other related rights.
4.5. It is strictly forbidden to reverse engineer, decompile or disassemble the Services or any of its related component parts.
4.6. You agree not to pass on to any potential competitor of Nanomonx any trade or other secrets that you may learn about the Services.
4.7. All or portions of the Services or related materials may have been designed and/or developed by third party licensors, and may include software licensed by such third parties, who shall be authorized to hold you responsible for any copyright infringement or violation of this Agreement.
4.8. This Agreement does not limit any rights that Nanomonx or any of its partners may have under trade secret, copyright, patent, or other laws.
4.9. “Nanomonx”, “Boreal Tales” and “Troubadour” are trademarks of Nanomonx Inc. The display of these marks in the Services does not convey or create any license or other rights in these trademarks, trade names, trade dress and associated products and services. Any use of them without prior written authorization of Nanomonx is strictly prohibited.
5.1. You acknowledge that as a Manager you will be responsible for granting access to the Services to the students. You are responsible for creating and distributing Student Accounts to the students you supervise and, for the use of Boreal Tales Services, for the installation of the Application on students’ devices.
5.2. You acknowledge that as a Manager you will be responsible for granting access to the Boreal Tales Application and/or the Troubadour Website by creating and managing Student Accounts passwords and usernames.
5.3. As a Manager, you are responsible to monitor and manage all content created by students. Nanomonx does not monitor or manage user-generated content and is not responsible for published content. You accept sole responsibility to ensure that generated content meet the following guidelines:
5.3.1. Items posted must not include any communication or solicitation designed or intended to obtain password, account or private information from any user of the Services.
5.3.2. Items posted must not include any illegal material, including any material that may be considered threatening or obscene.
5.3.3. Items posted must not include any software or software code that may be executed from within the Services.
7. Your Warranties
7.1. You acknowledge and agree that any input shall belong to Nanomonx without any obligation of Nanomonx to pay compensation of any kind to you. You hereby assign and agree to assign to Nanomonx all rights and interest in and to the input, and waive and agree not to exercise any moral rights with respect to the input.
7.2. You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) jeopardizes the security of your Account in any way, such as allowing someone else access to your Account or password.
7.3. Nanomonx reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Nanomonx is concerned that you may have breached the immediately preceding clause), or for no reason at all. You, not Nanomonx, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such Content to Nanomonx and to grant Nanomonx the rights to use such information in connection with the Services and as otherwise provided herein.
7.4. You shall defend, indemnify and hold Nanomonx, its parents, subsidiaries, affiliates, officers and employees harmless against any and all damages, losses, fines, costs, expenses (including attorneys’ fees), claims and liabilities, asserted at any time, arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your Account of any intellectual property or other right of any person or entity.
8.1. You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services.
8.2. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain a password, account, or private information from any Nanomonx user.
8.3. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited.
8.4. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.
8.5. You are responsible for any withholding, production and reporting of taxes, duties and other governmental contributions in connection with your activities in the Services.
8.6. If you share with others the username and password granting you access to your Account, you remain responsible for any use these persons may do with your Account, as if you had performed such use yourself.
9. Warranty Disclaimer
9.1. Nanomonx has no special relationship with you or fiduciary duty to you. You acknowledge that Nanomonx has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; how the content may a; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.
9.2. The Services, Content, and any software are provided on an "AS IS" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Services will be uninterrupted or error-free.
10.1. As a condition to using the Services, you will be required to register with Nanomonx and select a username. You shall provide Nanomonx with accurate, complete, and updated registration information in addition to the user agreement declaration and warranty. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account.
10.2. You may not (i) select or use the name and username of another person with the intent to impersonate that person; or (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization.
10.3. Nanomonx reserves the right to refuse registration of or cancel a username at its discretion. You shall be responsible for maintaining the confidentiality of your password.
10.4. Nanomonx reserves the right to change its price list for certain Services and to institute new charges at any time, upon notice to you, which may be sent by email or posted on Nanomonx’s website. If you continue to use those Services following such notification, that use constitutes your acceptance of any new or increased charges.
10.5. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the Services through the end of your prepayment period. At any time, and for any reason, we may provide a refund, discount, or other considerations to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
10.6. You may cancel your subscription at any time, and you will continue to have access to the Services through the end of your prepayment period.
10.7. Nanomonx reserves the right to cancel this Agreement at any time that the payment is for any reason overdue.
10.8. If you or your students use our Services on a mobile device or the internet, you could be subject to additional costs by your internet access provider. Those costs entirely fall under the user’s responsibility and Nanomonx cannot be held responsible for them.
11.1. Nanomonx may suspend or terminate your access to the Services or your Account at any time, for any reason (without cause or for your violation of any term of this Agreement), and without warning or notice, which may result in the forfeiture and destruction of all information associated with your Account. Upon termination of your Account, your right to use and/or log into the Services and access any Content will immediately cease.
11.2. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
11.3. In the event of termination of this Agreement by Nanomonx, Nanomonx shall not be held liable for any damages in excess of the fee you have paid to use the Services.
11.4. Nanomonx will not in any way be liable for any indirect, special, incidental, or consequential damages (including damages for loss of business, loss of profits or investment, or the like) whether based on a breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if Nanomonx has been advised of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose.
11.5. The early termination or expiration of this Agreement shall not operate to limit any rights or remedies available to Nanomonx that accrued prior to termination or expiration hereof.
12. Applicable legislation
12.1. This Agreement is deemed entered into in Montreal, Province of Quebec, Canada.
12.2. The validity and performance of this Agreement shall be governed by the laws of the Province of Quebec. This Agreement shall be construed as to its fair meaning and not strictly for or against either party.
12.3. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be deemed omitted and the remaining provisions shall continue in full force and effect.
13. General Provisions
13.1. Nanomonx shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Nanomonx's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).
13.2. No negligence or waiver by either party to exercise a right shall be deemed to be or construed as a waiver by either party of its rights.
13.3. You shall not assign, transfer or sublicense this Agreement except with Nanomonx’s prior written consent.
13.4. Nanomonx may assign, transfer or delegate this Agreement and Nanomonx’s rights and obligations without your consent.
13.5. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that, subject to Section 2.3, all modifications must be in writing and signed by both parties, except as otherwise provided herein.
13.6. This Agreement and any subsequent versions of this Agreement posted to the Nanomonx website will be deemed a writing signed by both parties.
13.7. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Nanomonx in any respect whatsoever.