Terms of Use

Last Updated: October 5, 2023

These Terms of Use (these “Terms” or “Terms of Use”) govern the relationship between you and Mathnasium Center Licensing Canada, Inc. (“Mathnasium,” “our,” “we,” or “us”), the franchisor for Mathnasium™ learning centres in Canada, and your use of the Mathnasium Canada website (accessible at Mathnasium.com/ca or Mathnasium.ca), our mobile applications, and our online learning platform, Mathnasium@home (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. Please read these Terms carefully. THESE TERMS OF USE AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. FOR EXAMPLE, WHERE ALLOWED BY LAW THEY INCLUDE AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED THROUGH BINDING ARBITRATION, AS WELL AS CLASS ACTION WAIVERS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Mathnasium Locations Are Independently Owned Franchises.
Each Mathnasium location is independently owned and operated by a Mathnasium franchisee. Information on particular locations, like biographies, hours and pricing, are provided by and are the responsibility of the particular Mathnasium franchisee. Additional terms may govern your relationship with a specific franchisee.

2. Eligibility to Use the Services.
You represent and warrant that (i) you are at least the age of majority in your jurisdiction, or you are accessing the Services under the supervision of your parent or guardian who agrees to be bound by these Terms on your behalf, (ii) your use of the Services are legal in, and does not violate any laws or regulations of, the jurisdiction where you live or from where you access the Services, and (iii) your use of the Services will be in accordance with these Terms.

Your use of the Services may be subject to the export and import laws of Canada, the United States of America and other countries. You agree to comply with all applicable export and import laws and regulations, including the Export and Import Permits Act (Canada), the United Nations Act (Canada), the Export Administration Regulations (United States) and sanctions control programs of Canada and the United States. In particular, you represent and warrant that you (i) are not a prohibited party identified on any government export exclusion lists or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations, (ii) will not transfer software, technology, or other technical data via the Services to export-prohibited parties or countries, (iii) will not use the Services in violation of applicable export laws, (iv) will not access or use the Services from a country or region that is targeted for comprehensive trade sanctions by the governments of Canada or the United States, and (v) will not transfer, upload, or post via the Services any software, technology, or other technical data in violation of Canadian, United States or other applicable export or import laws.

In our sole discretion, in addition to any other rights or remedies available to us and without any liability whatsoever, we reserve the right to terminate, restrict or suspend your access to the Services, in whole or in part, at any time without notice. In particular, and without limitation, we may terminate or suspend your access to the Services upon your non-compliance (or threatened non-compliance) with these Terms or if you violate (or threaten to violate) our rights or the rights of any other party.

3. Intellectual Property.
The Services contain content (including, but not limited to, data, files, images, pictures, software, technology, interactive features, logos, service marks, trademarks, trade names, and other forms of intellectual property) owned or licensed by Mathnasium (“Mathnasium Content”). Mathnasium Content is protected by copyright, trademark, patent, trade secret and/or other laws, and, as between you and Mathnasium, Mathnasium owns and retains all rights in the Mathnasium Content and the Services. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Mathnasium Content and you will not reproduce, modify, adapt, prepare derivative works based on, display, distribute, sell, license or otherwise exploit the Mathnasium Content. We reserve all rights not expressly granted herein in and to the Mathnasium Content and the Services. Unless otherwise noted, our name and all other trademarks, service marks, trade names, logos or other designations of source displayed on the Services are our property, or that of our affiliates or licensors. All third-party trademarks, service marks, trade names, logos or other designations of source are the property of their respective owners. For clarity, there may be instances where trademark or copyright symbols are omitted for creative reasons, which does not impact the validity or enforceability of our rights in the Mathnasium Content.

4. Your Limited License to Use the Services and Mathnasium Content.
Subject to your strict compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access the Services and the Mathnasium Content for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, the Services or any Mathnasium Content, and (ii) may be immediately suspended or terminated for any reason, in Mathnasium’s sole discretion, and without advance notice or liability. Your unauthorized use of the Services or Mathnasium Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

5. Availability of the Services.
We use commercially reasonable efforts to provide continuous access to the Services; however, we do not guarantee that the Services will be accessible at all times. For example, the Services may be unavailable during maintenance periods or during an emergency. In addition to normal maintenance, there may be events that will make the Services inaccessible for a limited amount of time due to unforeseen circumstances.

By accessing the Services, you are directing your communication to us in Canada. We make no claims that the Services or any of their content is accessible or appropriate outside of Canada. If you access the Services from outside Canada, you do so on your own initiative and are responsible for compliance with local laws. Your use of the Services does not subject us to judicial process in or to the jurisdiction of courts or other tribunals in your jurisdiction.

6. Limits of Your Use.

You may use the Services only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you agree not to use the Services:

• In any way that violates any applicable federal, state, provincial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States, Canada or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personal information or otherwise. 
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter” or “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate us, our employees, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Services or expose them to liability.

Additionally, when you access the Services, you agree not to:

• Modify, translate, decompile, reverse engineer, recreate, disassemble, or otherwise attempt to determine the makeup or source code of the Services or make any unauthorized changes to or copies of the Services.  
• Circumvent, disable, remove, avoid, bypass, deactivate, impair, test, or otherwise interfere with any (i) security-related features of the Services, or (ii) features that prevent, restrict, or limit use or copying of any content.
• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider or any other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.  
• Use any device, software or routine that interferes with the proper working of the Services.
• Upload, post, email, or otherwise transmit through the Services any material that contains trojan horses, worms, malicious software, viruses, or any other computer code, files, or programs of a destructive nature or designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the servers on which the Services are stored, or any server, computer or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

7. Privacy and Confidentiality.
The confidentiality of any information submitted on the Services cannot be guaranteed. Information transmitted over the internet may be intercepted and may not be secure.

By using the Services, you confirm your consent to our collection, use, disclosure, and retention of your personal information as set out in our Privacy Policy, which may be modified from time to time in our discretion. Your continued access or use of the Services after any modification to the Privacy Policy confirms your consent to our collection, use, disclosure, and retention of your personal information as set out in the modified Privacy Policy.

8. Use By Minors.
We do not knowingly collect or solicit Personal Information from children under 18 without parental or guardian consent. If you are under 18, you may not attempt to register for the Services or send any personal information about yourself to us. If you believe that a child under 18 may have provided us personal information without your consent, please contact us at the email listed below.

9. User Feedback; User Content.
By submitting any unsolicited ideas, comments, suggestions or other information to us (through our Services, social media sites, or other digital platforms, or through Google, or other review sites, or other means), including, but not limited to, those related to improvements to the Services (collectively, the “Feedback”), you agree that such Feedback shall be deemed, and shall remain, our property. We shall own all rights related to the Feedback (including without limitation intellectual property rights and moral rights) and shall be entitled to use of the Feedback without restriction for any purpose whatsoever, commercial or otherwise, without compensation, attribution, or further notice to you.

The Services may, now or in the future, permit the submission of text, files, images, photos, videos, sounds, musical works, works of authorship or other materials and content by you (“User Content”). We do not endorse or approve any User Content that you or others contribute or post. You acknowledge that any User Content that you post or submit for posting through the Services is deemed to be non-confidential and may be disclosed through the Services to other parties on a worldwide basis, including for browsing, downloading, printing, and other uses by such other persons or entities. Nothing in these Terms shall obligate Mathnasium to use any User Content you submit or permit the posting of such User Content on any website or platform.

You agree to not submit, upload or post any User Content to the Services that infringes or may infringe the copyright, trademark or other intellectual property rights of a third party nor may you submit User Content that violates any third party’s right of privacy or right of publicity. You may submit only User Content permitted by the owner or by law.

When you post or submit for posting User Content to the Services, you agree to and do hereby expressly grant to us and to our affiliates, parents, subsidiaries, agents, representatives, licensors or other third party partners, and our successors and assigns, a non-exclusive, worldwide, perpetual, irrevocable, transferrable, sub-licensable license and right to use, without restriction, including, but not limited to the right to quote, re-post, publish, perform, use, adapt, translate, archive, store, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display the User Content that you submit through the Services, without notice, payment or attribution of any kind to you or any third party.

You are responsible for all User Content that you submit to us. You may not submit or post User Content that:

• Is not your own original creation or that you do not have permission to use and to license us to use. 
• Infringes the copyright, trademark, patent right, or other proprietary right of any person or that is used without the permission of the owner. 
• You know to be inaccurate.
• Is pornographic, sexually explicit, or obscene.
• Exploits children or minors.
• Violates the rights of privacy or publicity of any person, including any minor.
• Is harassing, libelous, slanderous, or defamatory.
• Contains any personal information about any person without their consent or about any person who is a minor.
• May be deemed offensive to the community that uses the Services, including expressions of bigotry, prejudice, racism, hatred, profanity or religious or political radicalism.
• Includes advertisements, promotions, solicitations, spam, or offers to sell any goods or services for any commercial purpose.
• Is intended to provide professional advice, including but not limited to, the provision of medical treatment, or legal, financial or investment advice.
• Is intended to solicit, recommend, endorse, or offer to buy or sell any securities or other financial instruments, tout stocks, or recommend that any particular security, portfolio of securities, transaction, or investment strategy is suitable for you or any specific person.
• Violates any local, state, provincial, federal, and/or international laws or regulations.
• Promotes or provides instructional information about illegal or illicit activities.  
• Contains software viruses or any other computer code, files, or programs designed to destroy, interrupt, or otherwise limit the functionality of any computer software, computer hardware, or other equipment.  
• Is intended to overwhelm, cause technical disruptions of or denial of service to the Services.

We reserve the right (but have no obligation) to remove, block, edit, move or disable User Content that is objectionable to us for any reason, in our sole and absolute discretion. To the maximum extent permitted by applicable law, we do not assume any responsibility or liability for User Content or for any failure to or delay in removing User Content. You are solely responsible for your User Content and may be held liable for User Content that you post.

10. Infringement Complaints/Notices.
If you believe that any content on or accessible through the Services violates these Terms or infringes your rights, you can report the violation to us by sending us a letter or email setting out the following information: 

1. your full name and address that we can use to communicate with you; 
2. identification of the work or other subject matter to which the claimed infringement or violation relates;
3. a statement of your interest or right with respect to the copyright or other rights in the work or other subject-matter;
4. the location data (e.g., URL or IP address) for the electronic location to which the claimed infringement or violation relates;
5. the infringement or violation that is claimed;
6. the date and time of the claimed infringement or violation; and
7. any other information required by applicable law.

Please identify your letter or email with a title or subject line that says: “Copyright Infringement/Violation Notice”, and send your letter or email to the addresses below.

Mathnasium Canada
Attn: General Counsel
Address: 1200 Waterfront Centre, 200 Burrard Street, Vancouver BC V6C 3L6, Canada
Email: legal@mathnasium.com

If we receive a notice of copyright infringement that complies with the requirements of the notice and notice provisions of the Copyright Act (Canada), we will process the notice in accordance with the requirements of the notice and notice provisions. In all events, you expressly agree that neither Mathnasium nor its employees, officers, directors, or agents will be a party to any disputes or lawsuits regarding alleged infringement of copyright or any other rights.

In addition to the foregoing, we have the right, in our sole discretion, to: (i) remove any content (including User Content) that violates these Terms or infringes the rights of any person; (ii) terminate access to Services of any individual who submits content (including User Content) that violates these Terms or infringes the rights of any person; and (iii) terminate access to the Services of any individual who files a false or misleading complaint of infringement or violation.

11. Links to Third-Party Websites.
The Services may contain links to third-party websites or information. Mathnasium does not control or maintain any of these third-party websites or any of their content. Mathnasium provides links for your convenience only, and the inclusion of any link to a site not owned by Mathnasium is not an endorsement by Mathnasium of the linked site or its contents. Mathnasium assumes no responsibility for any other party’s site hyperlinked to the Services or from which the Services have been hyperlinked.

12. Cooperation with Law Enforcement and Government Agencies; Required Disclosures.
You acknowledge that we have the right to investigate and prosecute violations of these Terms of Use, including intellectual property, publicity and privacy rights infringement and website security issues, to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use or otherwise engage in suspected unlawful conduct. You acknowledge that we have no obligation to monitor access to or use of the Services, but we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms of Use or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental or regulatory body.

13. Changes to these Terms of Use; Additional Terms.
We reserve the right to refuse access to the Services to anyone for any reason at any time.
We reserve the right in our sole discretion to change these Terms of Use from time to time (“Updated Terms of Use”). You agree that we may notify you of the Updated Terms of Use by posting them on the Services, and your use of the Services after the effective date of the Updated Terms of Use constitutes your agreement to the Updated Terms of Use. You should review the current version of these Terms of Use before using the Services.

If you reside in the Province of Quebec, the previous paragraph will not apply, and this paragraph will apply instead. We reserve the right in our sole discretion to amend these Terms of Use from time to time. In the event these Terms of Use are amended, we will provide you notice at least 30 days before the amendment comes into effect. You agree that we may give you notice of an amendment to these Terms of Use by posting or making a notice available on or through the Services, or by sending you notice to your email address or postal address (if you have provided us with either of those addresses), and including in the notice the new provisions, or the amended provisions and how they read formerly, and the date on which the amendments will come into effect. If an amendment to these Terms of Use entails an increase in your obligations or a reduction in our obligations, you may refuse the amendment and rescind or cancel your use of the Services without cost, penalty, or cancellation indemnity, by sending us notice to that effect no later than 30 days after the amendment comes into force, at the address or email address indicated in the notice.

In some instances, both these Terms of Use and separate terms setting forth additional conditions may apply to a service or product offered via the Services (“Additional Terms”). To the extent there is a conflict between these Terms of Use and any Additional Terms, these Terms of Use will control unless the Additional Terms expressly state otherwise.

14. Disclaimer.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND THE MATHNASIUM CONTENT ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITH NO REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE OF ANY NATURE OR KIND WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MATHNASIUM NOR ITS PARENT COMPANIES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MATHNASIUM PARTIES”) MAKES ANY REPRESENTATION, WARRANTY, CONDITION, GUARANTEE, OR ENDORSEMENT OF ANY NATURE OR KIND WHATSOEVER, STATUTORY OR IMPLIED, AS TO: (I) THE SERVICES, OR (II) THE MATHNASIUM CONTENT. IN ADDITION, THE MATHNASIUM PARTIES HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTEES, CONDITIONS, AND GUARANTEES, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS, WARRANTEES, CONDITIONS, OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. THE MATHNASIUM PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS. THE MATHNASIUM PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. THE MATHNASIUM PARTIES DO NOT REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE MATHNASIUM PARTIES SPECIFICALLY DISCLAIM SUCH REPRESENTATIONS AND WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER REPRESENTATIONS, WARRANTEES, CONDITIONS, AND GUARANTEES SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.

15. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL ANY OF THE MATHNASIUM PARTIES BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS, LIABILITY, OR DAMAGE OF ANY NATURE OR KIND WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES, LIABILITIES, OR DAMAGES RELATED TO: (I) THE SERVICES, (II) THE MATHNASIUM CONTENT, (III) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES, (IV) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE MATHNASIUM PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SERVICES, (V) ANY ERRORS OR OMISSIONS IN THE SERVICES’ OPERATION; OR (VI) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY IN CONNECTION WITH USE OF THE SERVICES, EVEN IF FORESEEABLE OR EVEN IF THE MATHNASIUM PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH LOSSES, LIABILITIES, OR DAMAGES, WHETHER BASED OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY, OR TORT.

IF THE FOREGOING LIABILITY EXCLUSION IS NOT APPLICABLE FOR ANY REASON WHATSOEVER, THEN TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL THE MATHNASIUM PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL POSSIBLE DAMAGES, LOSSES, LIABILITIES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT THAT YOU HAVE PAID MATHNASIUM IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE(S) THE CLAIM(S), OR TWO HUNDRED AND FIFTY DOLLARS ($250), WHICHEVER IS GREATER.

THE LAWS IN SOME JURISDICTIONS PROHIBIT OR LIMIT THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, AND SO THE FOREGOING DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS MIGHT NOT APPLY TO YOU.

16. Indemnification.
You agree to indemnify and hold harmless the Mathnasium Parties from and against all claims, liabilities, losses, expenses, fines, penalties, assessments, injury or damage to persons or property, money damages and costs (including but not limited to indirect, special, incidental, consequential, exemplary, and punitive damages), reasonable attorneys’ fees and costs of government inquiry or investigation, resulting from or arising out of or in any way connected with any of the following: (i) your breach or alleged breach of these Terms of Use; (ii) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities; (iii) your visit, use, misuse, inability to use or interruption of the Services; (iv) any fraud, manipulation, deception or misrepresentation by you; and (v) your User Content. You will cooperate as fully required by Mathnasium in the defense of any claim. Mathnasium reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Mathnasium.

17. Governing Law.
These Terms of Use are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.

Notwithstanding the foregoing, if you reside in the Province of Quebec, then these Terms of Use are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable in Quebec, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.

18. Disputes; Resolution.
IMPORTANT: THIS SECTION DOES NOT APPLY TO RESIDENTS OF THE PROVINCE OF QUEBEC, OR OTHERWISE IF AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THIS SECTION LIMITS YOUR LEGAL RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE ACTION, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. PLEASE REVIEW CAREFULLY.

Time Limitation.
Any claim or action against us must be brought within twelve (12) months of the cause arising, otherwise such claim or action is permanently barred.

Arbitration.

Other than for the grounds set forth in the section below entitled “Exceptions to Agreement to Arbitrate”:

• In the event of any dispute, claim, question or disagreement arising from or relating to the Services, these Terms or the breach thereof, the parties hereto shall use reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and reasonably negotiate with each other and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable rules subject to the limitations of this section. The place of arbitration will be Vancouver, British Columbia, Canada. VanIAC rules are available on its website at https://vaniac.org/ or by calling 604-684-2821. If there is a conflict between VanIAC’s rules and this dispute resolution agreement, this dispute resolution agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your claims to Mathnasium Canada at 1200 Waterfront Centre, 200 Burrard Street, Vancouver BC V6C 3L6, Canada. You must also comply with VanIAC’s rules regarding initiation of arbitration.
• This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with VanIAC. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations, including the time limitation agreed to under these Terms of Use.
• The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to VanIAC’s rules from the panels of business arbitrators maintained by VanIAC. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by the Arbitration Act (British Columbia). The expenses of arbitration, including and the fees and expenses of the arbitrator and VanIAC, shall be shared equally by the parties.
• The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to these Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.
• The parties agree to treat all aspects of the arbitration as confidential, as provided in VanIAC’s rules. Before making any disclosure permitted by VanIAC’s rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests.

Exceptions to Agreement to Arbitrate.
The agreement to arbitrate set out above does not apply if and to the extent prohibited by applicable law, including if an applicable law in your jurisdiction of residence gives you the right to resolve your dispute or claim before the courts of that jurisdiction notwithstanding your agreement to resolve disputes by way of arbitration.

In addition, you and we agree that we may go to court to resolve disputes relating to: (i) your or our intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or (ii) your violation of section 9 (User Feedback; User Content). If we choose to bring a claim in court, such claim may be brought in the courts of British Columbia located in Vancouver, British Columbia, and you irrevocably submit to the jurisdiction of those courts and waive any objection based on improper venue or inconvenient forum.

Class Action Waiver.
Where allowed by applicable law, any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. You agree that neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Terms or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. This paragraph does not apply to residents of the Province of Quebec or to residents of other provinces where this provision is prohibited by law.

Waiver of Jury Trial.
Each party irrevocably and unconditionally waives any right the party may have to a trial by jury for any legal action arising out of or relating to these Terms or the transactions contemplated hereby. This means that a judge rather than a jury will decide disputes between you and Mathnasium if, for any reason, the arbitration agreement is not enforced.

19. Changes and Termination
Notwithstanding any other provision of these Terms, Mathnasium in its discretion and for its convenience may change, suspend, or terminate the Services, or limit, suspend, or terminate your permission to access and use the Services, at any time and from time to time effective immediately and without any notice or liability to you or any other person.

These Terms as they apply to you are effective unless and until terminated. You may terminate these Terms by permanently ceasing to use the Services and giving written notice of termination to Mathnasium. Mathnasium may terminate these Terms at any time either by giving a notice of termination to you or by cancelling your permission to access use the Services.

20. Headings.
Headings in these Terms of Use are for convenience only and shall not control, limit, amplify or otherwise modify or affect these Terms of Use or the meaning and construction of these Terms of Use. These Terms of Use are to be interpreted according to their fair meaning, and not strictly in favor of or strictly against either you or us.

21. Assignment.
Mathnasium may assign its rights and obligations under these Terms, in whole or in part, to any person at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Mathnasium.

22. Surviving Obligations/Liabilities and Sections.
The obligations and liabilities you incur prior to termination of these Terms will survive termination of these Terms. In addition, each of sections 3, 7, 9, 10, 12, 14, 15, 16, 17, 18, 20, 21, 22, and 23 of these Terms will survive and continue to apply and be binding on you and Mathnasium (as applicable) after termination of these Terms.

23. Entire Agreement; Severability; No Waiver.
These Terms of Use and any Additional Terms (if applicable) together constitute the entire agreement between you and Mathnasium regarding your use of the Services, and supersede any prior agreements or understandings between you and Mathnasium regarding your use of the Services. If any provision of these Terms of Use is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed removed and shall not affect the validity and enforceability of the remaining provisions. These Terms of Use do not confer any third-party beneficiary rights. Except as expressly set forth in these Terms, (i) no failure or delay by Mathnasium in exercising any of the rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by Mathnasium.

24. Contact Us.
If you have questions or comments about these Terms of Use, please contact us.

Mathnasium Center Licensing Canada, Inc.
Attn: General Counsel
Address: 1200 Waterfront Centre, 200 Burrard Street
Vancouver BC V6C 3L6, Canada
Email: legal@mathnasium.com