Terms of Service

Latest Update: December 2020

These Terms of Service, including any applicable Order Forms and Change Orders (collectively, the “Terms”), constitute a legal agreement between the entity that agrees to these Terms (the “Customer”; “you”) and Paper Education Company Inc. (“Paper,” “we,” “us,” “our”).

These Terms define the legal relationship between you and us in connection with the Services (as defined below). Please read the following Terms carefully before accessing or using our Services, as they contain important information on your obligations while using the Services. The Terms also inform you of our liability towards you and the warranties or disclaimers that apply to our Services.

If you wish to use our Services, you must accept and agree to be bound by and comply with these Terms. Continued use of any of our Services indicates your continued acceptance of the Terms. If you do not agree with these Terms, you shall not use our Services.

If you have any questions related thereto, you can reach us at support@paper.co.

For the purpose of these Terms:

“Anonymized Data” means personal information about End Users which have been de-identified in accordance with applicable laws and industry standards, or data which does not directly or indirectly identifies End Users, including, without limitation, aggregated data about the use of the Services.

“Change Order” shall have the meaning set forth under Section 2.

“Customer Data” means End Users’ personal information and any information which is submitted through the Services by End Users, including user-generated content. Customer Data shall not include Anonymized Data or Usage Data.

“End Users” means students, teachers, and administrators, and any other individual who is authorized by Customer to use and access the Services.

“Fees” shall have the meaning set forth under Section 8.

“Order Form” shall have the meaning set forth under Section 2.

“Personal Information” means any information or data which classifies as a “personal information” or similar nomenclature under applicable laws, and which allows for the direct or indirect identification of End Users.

“Platform” means the online web-based platform to enable End Users to obtain tutoring services in connection with courses for which they are registered at the Customer’s institution, or to assess interactions between students and educators, as applicable.

“Services” means the services described in an Order Form and, where applicable, a Change Order, which include the provision and hosting of the Platform, the tutoring services and the technical support, unless stated otherwise.

“Services Term” shall have the meaning set forth under Section 13.

“Services Term Start Date” shall have the meaning set forth under Section 13.

“Term” shall have the meaning set forth under Section 13.

“Usage Data” means electronic data generated automatically by the Platform as a result of use by End Users.

Paper shall perform the Services in accordance with an order form that shall contain a description of the Services, the Services Term, the Services Term Start Date and the payment terms (the “Order Form”). The Order Form may only be modified through a change order describing the amendments to the Services, such as the number of additional End Users, and the fees associated with the change (each a “Change Order”). The Order Form and Change Order(s) are effective upon signature by both parties (including through digital acceptance), or upon the issuance of a purchase order by Customer corresponding to the Order Form(s) or Change Order(s) issued by Paper.

In case of a conflict between the respective terms of these documents, the precedence shall be in the following order:

1. Change Order (the most recent through the least recent);
2. Order Form
3. Terms of Service.

You agree and understand that we will need the information indicated in the Order Form(s) or Change to provide access to the Services to your End Users. You agree and understand that any delays in providing such information is out of our control and not our liability.

Paper will deploy commercially reasonable efforts to ensure that the Platform is available on a 24/7 basis. Students may access the Platform anytime at their convenience. Paper reserves the right to conduct maintenance, whether scheduled or unscheduled. Whenever possible, Paper will advise of maintenance in advance. The hours during which the tutoring services are available is set forth in the Order Form.

Paper shall be responsible for ensuring that its educative personnel have undergone appropriate training and have been subject to appropriate background screening, including criminal records checks.

We reserve our rights to make changes to the Services. In case of a material change, we will notify you. Modifications to the Services shall not materially and adversely affect the performance of the Services in accordance with these Terms.

Customer agrees and acknowledges that the right to access and use the Services provided under these Terms are subject to compliance with these Terms, including this Section 3. Customer agrees and understands that Paper may suspend or revoke access to End Users who do not comply with this Section 3, and agrees to deploy commercially reasonable efforts to ensure compliance with these requirements and to assist Paper in enforcing such requirements.

Customer represents and warrants that Customer (including End Users) will not use the Services in a way which results in:

• Posting or transmitting material that infringes, misappropriates or violates another person’s intellectual property rights;
• Posting or transmitting material that violates End Users and third party’s rights of privacy;
• Using the Platform for purposes of stalking, harassing, threatening, bullying or other similar behaviour;
• Posting or transmitting material that is defamatory, sexual in nature (other than as justified in light of the course content), obscene, offensive or discriminatory;
• Selling, leasing, licensing, sublicensing, loaning, encumbering or otherwise transferring its right to use the Platform to a third party, in whole or in part, except as permitted under these Terms;
• Disclosing access credentials to unauthorized parties or fail to implement reasonable security measures to prevent such an occurrence;
• Compromising the integrity or operation of the Platform or attempting to do so;
• Tampering with, reverse-engineering or hacking the Platform, circumventing any security or authentication measures, or attempting to gain unauthorized access to the Platform, related systems, networks or data;
• Using “robots,” “spiders,” “offline readers,” or other automated systems to sends more request messages to the Platform than a human could reasonably send in the same period of time by using a normal browser;
• Making an unreasonable or abusive use of the access provided to the Platform;
• Generating and sending unsolicited commercial communications, advertising chain letters or spam;
• Uploading viruses, bots, worms, scripting exploits or other similar materials;
• Posting or transmitting content that is intended to be inflammatory;
• Using the Platform to recruit or solicit for employment or consulting any of the personnel of Paper; or
• Otherwise engaging in behaviour that is illegal under applicable laws;

Customer agrees to promptly report any alleged violation of this Section 3, by any End User, of which it becomes aware via electronic correspondence so as to enable Paper to investigate such alleged improprieties.

Customer agrees and understands that Paper reserves its right to moderate the Services, including any conversations with Paper’s educative personnel. P Without limiting the generality of the foregoing, Paper shall be authorized to delete or modify user generated content as necessary to protect its legal rights and to protect other End Users and their rights. Paper shall communicate any such moderation actions to Customer without undue delays.

Notwithstanding the foregoing, Paper is not responsible for moderating the Services, and has no obligation for doing so. Customer is sole responsible for ensuring compliance with Paper’s Acceptable Use Policy, applicable laws and standards of conduct by its End Users. The parties will collaborate in good faith to ensure the safety of End Users and the appropriateness of the user generated content given the age of End Users and the nature of the Services.

Except as otherwise set forth in these Terms, in case of a problematic behavior by an End User, Paper will contact Customer, and Customer will be in charge of handling such misbehavior directly with this End User, including contacting parents or parental tutors when appropriate.

The Services include technical support in accordance with the Order Form, which shall contain the hours during which technical support is available, and any days during which technical support is not available, such as national holidays. Technical support is offered through live chats and tickets.

Technical support services do not cover technical issues caused by third party software and hardware, including End Users’ workstations, or network connectivity issues.

We process Personal Information in accordance with your instructions, to provide the Services and for legal purposes, such as to comply with our legal obligations or protect our legal interests. We maintain a Privacy Policy which describes how we process personal information. We do not process Personal Information for other purposes than as set forth herein, and we do not sell Personal Information.

Upon the termination of an Order Form, Paper securely delete Customer Data without undue delay, or, if requested by Customer in a timely manner, Paper returns such Customer Data to Customer. Notwithstanding the foregoing, Customer agrees and understand that copies of Customer Data may be retained longer for business continuity purposes, such as in back-ups tapes, or for legal purposes.

Customer is responsible for obtaining any required consents from parents or representatives in accordance with applicable law to allow Paper to perform the Services. s. Customer represents and warrants that it has obtained any and all consents necessary to allow Paper to perform the Services, the whole in accordance with applicable law, which may include the Children’s Online Privacy Protection Act of 1998. Customer agrees and understands that Paper has no liability whatsoever for the processing of Personal Information without appropriate consent if caused by Customer’s failure to obtain such consent, or for providing the Services without consent where otherwise required by applicable law.

Paper shall assist Customer in responding to individuals rights requests regarding Personal Information, and to fulfill regulatory requirements, such as for the performance of privacy impact assessments. Paper reserves its right to charge additional fees if permitted by applicable laws and if such requests are extensive in scope such as to justify such additional fees.

Paper shall implement commercially reasonable technical and organizational measures to protect Customer Data, including Personal Information, from unauthorized access, use and disclosure, taking into consideration the risks to Customer Data, and the nature of the processing.

Customer agrees and understands that the Services require the use of service providers, such as cloud hosting services. Prior for on-boarding service providers, Paper shall ensure that (a) an agreement requiring terms substantially similar to those set forth herein is entered into with the service providers; and (b) it has perform reasonable due diligence, including to verify that appropriate technical and organizational measures are implemented to protect Customer Data from unauthorized access, use and disclosure. Upon request by Customer, Paper shall disclose the service providers used to provide the Services. For the avoidance of doubts, Paper shall remain liable for the acts and omissions of service providers, as set forth in these Terms.

Customer agrees and understands that Paper may aggregate or anonymized Customer Data, and that such Anonymized Data may be used for other purposes than to provide the Services, such as for improving the Services or for understanding the performance of the Services.

In the event of an unauthorized access, use or disclosure of Customer Data (a “Security Breach”), Paper shall inform Customer without undue delays, by providing Customer with information regarding the nature of the Security Breach, the types of information assets concerned, the types and number of End Users concerned and a description of the potential risks to End Users.

As between the Parties, Customer owns all rights, titles and interests in the Customer Data.

Paper owns all rights, titles and interests to the Services, including the Platform. All rights not granted herein are reserved. You agree that suggestions regarding the Services are the intellectual property of Paper, and you hereby assign your moral rights into such suggestions to Paper, or renunciate such moral rights if assignments are not authorized. Customer shall not be authorized to use the Services to create derivative works, including competitive work, by leveraging the confidential information of Paper, and shall not be authorized to provide access to the Services to any third parties for the purpose of building a competitive service.

Customer agrees to pay Paper the fees set forth in the Order Form, along with any taxes applicable pursuant to applicable laws (the “Fees”). The Fees are invoiced in accordance with the Order Form, or if the Order Form does not contain payment terms, the Fees are invoiced upon the execution of an Order Form in accordance with these Terms, in advance. Except as otherwise set forth in these Terms, the Fees are not reimbursable.

The Fees are due within thirty (30) days of the date on the invoice. If the Fees are late, Customer agrees and understands that interests corresponding to 1.5% monthly or 18% annually are applicable on late Fees which are not disputed. If Customer is late of more than one hundred and twenty (120) days, Customer shall be responsible for any collection fees which results from collection, including attorneys and accounting’ fees. The Fees are in accordance with the specifications in the Order Form, and additional End Users may result in additional fees as set forth in Change Orders.

Unless otherwise expressly set forth in an Order Form, all prices are expressed in American dollars.

Customer agrees and understands that Paper has no liability whatsoever for (a) user generated content and any acts or omissions in relation to the moderation of such content; (b) Customer’s failure to obtain appropriate consents to ensure that Paper may deliver the Services, including by collection, using or disclosing the personal information of End Users as necessary to deliver the Services; and (c) Customer’s failure to comply with these Terms.

Customer agrees and understands that Paper has no liability whatsoever for advices and information given in good faith by Paper’s educative personnel via the Services, such as inaccurate, incomplete or misinformed advice and information given in good faith. Paper’s only liability is to ensure that the educative personnel is appropriately trained to provide the Services. Different perspectives may be applicable to educative content, and certain theories may be privileged by certain personnel over other theories, in accordance with generally accepted methods of teaching. Paper strives to provide objective educative support in accordance with markets’ standards. Customer is responsible for communicating with Paper any educative restrictions and providing feedback to Paper as needed to adjust the Services to Customer’s educative culture, where possible and reasonable.

We are not responsible for any links to third parties’ services, websites or applications provided through our Services.

EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”. NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURATENESS. WE DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WILL MEET END USERS’ REQUIREMENTS.

Customer agrees to defend, indemnify and save harmless Paper from any and all losses, liabilities, expenses (including, without limitation, reasonable fees and disbursements of counsels), claims, liens, damages or other obligations whatsoever resulting from (a) Customer’s failure to obtain appropriate consent for End Users’ access and use of the Services, including the processing of their personal information; (b) user generated content, including any acts or omissions with regards to moderation; and (c) a breach of Section 3. Customer shall not be authorized to accept any settlement unless Paper is freed of liability in any such settlement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL AND/OR INCIDENTAL ARISING OUT OF THESE TERMS, INCLUDING CUSTOMER’S USE OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAPER’S LIABILITY IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES EXCEED THE VALUE OF THE SERVICES PAID IN THE SIX (6) MONTHS PERIOD PRIOR TO THE CLAIM.

Paper shall not be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence (a “Force Majeure”). Notwithstanding anything to the contrary, the parties agree and acknowledge that pandemics such as COVID-19 shall be considered a Force Majeure.

Any delay resulting from a Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost by reason of such cause. For instance, if the Services are unavailable for a period of two (2) weeks as a result of a Force Majeure, then the Term shall automatically be extended by two (2) weeks.

In the event of a Force Majeure, Paper shall advise Customer without undue delays, providing Customer with reasonable information on the Force Majeure. Paper shall resume performance as soon as possible upon the resolution of the Force Majeure.

These Terms of Services are effective upon the execution of an Order Form and remain in full force for as long as an Order Form (including any Change Order) are in force (the “Term”). The Services begin at the date indicated in an Order Form (the “Services Start Date”) and continue for the length of time identified in the Order Form (including any Change Orders) (the “Services Term”).

Each party may terminate an Order Form in case of a material breach of these Terms upon written notice to the other party of thirty (30) days, if this party has not cured the material breach by the end of this delay, unless the material breach is uncurable. Paper may terminate the Services for convenience subject to a ninety (90) days prior notice. Customer expressly agree that Article 2125 and 2129 of the Civil Code of Quebec are not applicable herein. Upon the termination of an Order Form for any reason whatsoever, the accesses to the Platform will be immediately revoked. Customer agrees and understands that Customer is responsible for extracting any Customer data prior for the termination of an Order Form. Customer agrees and understands that in case of material breach of these Terms, including those relating to payment, Paper may suspend Customer’s access to the Services, in whole or in part, without liability or fault. The Fees continue to accrue during any such suspension.

The following sections shall survive the termination of these Terms for a period of 10 years: 7, 9, 10, 11, 12, 13, 15 and 16.

We may change these Terms from time to time. The latest update date is indicated above. Any modifications to these Terms will not affect active Order Forms which have been signed prior to the modification date.

Nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. These Terms will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

Customer shall not sell, transfer or assign any right, title or interest it has in or pursuant to these Terms without the prior written consent of Paper. Any assignment not in accordance with this provision shall be void. Paper may, upon notice to Customer, sell, transfer or assign any right, title or interest it has in these Terms, if such sale, transfer or assignment (a) is part of the sale, transfer or assignment of all or substantially all of its assets or business; or (b) is made to one of its affiliates.

These Terms shall constitute the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous agreements and communications. Except as expressly provided herein, it shall not be modified except by a written agreement signed by the parties’ authorized representatives.

The parties have expressly requested that these Terms be drawn up in English and that all modifications thereof can be made in this language. Les parties ont expressément demandé que ce contrat soit rédigé en anglais et que toute modification à celui-ci puisse se faire également dans cette langue.

If there is any dispute arising out of these Terms, the parties expressly agree that any such dispute shall be governed by the laws applicable in the Province of Quebec, without regard to its conflict of law provisions, and the parties expressly agree and consent to the exclusive jurisdiction and venue of the provincial and federal courts of the Province of Quebec, judicial district of Montreal, for the resolution of any such dispute.