Terms and Conditions

Last Updated: November 1, 2024

Welcome to LearnToCodeCA. These Terms and Conditions ("Terms") govern your access to and use of the LearnToCodeCA website (learntocodeca.org) and all related services, software, and products (collectively, the "Services") provided by LearnToCodeCA ("Company," "we," "us," or "our").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using our Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our Services after any changes constitutes acceptance of the modified Terms.

2. Description of Services

LearnToCodeCA provides software development services, including but not limited to:

  • Custom web application development
  • Mobile application development (iOS, Android, cross-platform)
  • Business process automation
  • Cloud migration and DevOps services
  • Software consulting and technical advisory
  • Maintenance and support services
  • Software-as-a-Service (SaaS) platform access

Specific service terms, deliverables, timelines, and pricing are defined in individual service agreements, statements of work, or subscription plans entered into between you and LearnToCodeCA.

3. User Accounts and Registration

To access certain features of our Services, you may be required to create an account. When creating an account, you agree to:

  • Provide accurate, current, and complete information
  • Maintain and update your information as necessary
  • Maintain the security and confidentiality of your login credentials
  • Accept responsibility for all activities under your account
  • Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security risk.

4. User Responsibilities

As a user of our Services, you agree to:

  • Use our Services only for lawful purposes and in accordance with these Terms
  • Provide timely feedback, approvals, and information necessary for service delivery
  • Ensure that materials you provide do not infringe third-party rights
  • Not attempt to gain unauthorized access to our systems or networks
  • Not use our Services to transmit malware, viruses, or harmful code
  • Not use our Services for any fraudulent or deceptive purposes
  • Not interfere with or disrupt the integrity of our Services
  • Comply with all applicable laws and regulations

5. Intellectual Property Rights

Our Intellectual Property

The LearnToCodeCA website, branding, logos, methodologies, frameworks, and pre-existing tools remain our exclusive property. Nothing in these Terms transfers ownership of our intellectual property to you.

Custom Development Work

Unless otherwise specified in a separate agreement, intellectual property rights for custom software developed specifically for you transfer to you upon full payment of all associated fees. This includes source code, documentation, and related materials created specifically for your project.

Third-Party Components

Software we develop may incorporate open-source libraries or third-party components. Such components remain subject to their respective licenses. We will provide documentation of any third-party components used in your project.

Your Content

You retain ownership of content, materials, and data you provide to us. By providing materials, you grant us a non-exclusive license to use them as necessary to perform our Services.

6. Payment Terms

Payment terms are specified in your service agreement or subscription plan. General payment terms include:

  • Subscription Services: Billed in advance on a monthly or annual basis
  • Project-Based Work: Billed according to the milestone schedule in your statement of work
  • Time and Materials: Billed monthly in arrears based on actual hours worked
  • Payment Due: All invoices are due within 30 days unless otherwise specified
  • Late Payments: Overdue amounts may incur interest at 1.5% per month

All fees are quoted in Canadian Dollars (CAD) unless otherwise specified and are exclusive of applicable taxes.

7. Warranties and Disclaimers

Our Warranties

We warrant that:

  • Services will be performed in a professional and workmanlike manner
  • Deliverables will substantially conform to agreed specifications
  • We have the right to provide the Services and grant the licenses described herein
  • Custom software will not knowingly contain malicious code

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that our Services will be uninterrupted, error-free, or completely secure. We are not responsible for any delays, failures, or damages resulting from circumstances beyond our reasonable control.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
  • WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow limitations on implied warranties or liability for certain damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless LearnToCodeCA and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

  • Your use of our Services
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Any content or materials you provide

10. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information received from the other party. Confidential information includes business plans, technical data, customer information, pricing, and any information marked as confidential.

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available without breach of these Terms
  • Was known to the receiving party prior to disclosure
  • Is independently developed without use of confidential information
  • Is required to be disclosed by law or court order

11. Termination

Either party may terminate the service relationship:

  • Subscriptions: By providing notice according to the subscription terms
  • For Cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure within 30 days of written notice
  • For Convenience: According to the terms of your specific service agreement

Upon termination:

  • All amounts owed become immediately due and payable
  • We will provide any completed work product
  • Each party will return or destroy the other's confidential information
  • Provisions that by their nature should survive will remain in effect

12. Dispute Resolution

Any disputes arising from these Terms or our Services shall be resolved as follows:

  1. Negotiation: The parties will first attempt to resolve disputes through good-faith negotiation.
  2. Mediation: If negotiation fails, disputes will be submitted to mediation in Toronto, Ontario.
  3. Arbitration: If mediation fails, disputes will be resolved through binding arbitration in accordance with the Arbitration Act (Ontario).

Notwithstanding the above, either party may seek injunctive relief in court to prevent irreparable harm.

13. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any legal proceedings arising from these Terms shall be brought exclusively in the courts of Ontario, Canada.

14. General Provisions

  • Entire Agreement: These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and LearnToCodeCA.
  • Severability: If any provision is found unenforceable, the remaining provisions continue in effect.
  • Waiver: Failure to enforce any right does not constitute a waiver of that right.
  • Assignment: You may not assign these Terms without our written consent. We may assign our rights and obligations freely.
  • Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control, including natural disasters, war, or government actions.
  • Notices: Notices should be sent to the addresses specified in your service agreement or to our contact address below.

15. Contact Information

For questions about these Terms and Conditions, please contact us:

LearnToCodeCA - Legal Department
100 King Street West, Suite 5700
Toronto, ON M5X 1C7, Canada
Email: [email protected]
Phone: +1 (416) 847-2938

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.