Welcome to KnowMeQ Inc. (“KnowMeQ”, “we”, “us” or “our” as the context dictates). We are excited to offer you our online platform and its related communications services, sites, applications, and tools (collectively, the “Services”). The terms set out below (these “Terms of Use”) in combination with any other applicable agreement, including but not limited to our Privacy Policy www.knowmeq.com/privacy, which is incorporated by reference and available at KnowMeQ’s website (these Terms of Use together with such other documents, our “Terms”), govern your use of the Services.
PLEASE READ THESE TERMS OF USE CAREFULLY as they are legally binding and contain important information about use, rights, liability, your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes.
By using the Services, you confirm that you have read the Terms and accept our Terms and that you agree to abide by them. Also, by agreeing to these Terms (including by a click-through or other agreement), you are waiving, to the extent permitted under applicable Laws, any rights or legal requirements that require an original (non-electronic) signature or the delivery or retention of non-electronic records in order for a contract to be legally binding.
If you do not, or are unable to, agree to our Terms, you must immediately cease to use any part of the Services and all of the Services. Any continued use of the Services by you shall be considered as your consent and agreement to our Terms.
“Account(s)” means User accounts belonging to Employees, Supervisors, Staff, Students, and Prospective Students registered on our Platform and created for the purposes of accessing our Services.
“Aggregated Information” means all information derived from your use of Services and including without limitation, usage information, data and other content, provided however, such information shall not be able to reveal User or your identity.
“Assessment Content” means any data, analyses, information, algorithms, content, records, files, text, images, video, audio, other multimedia, software or other materials related to and/or derived from Skill Assessments.
“Business Partners” has the meaning ascribed to it in Section 13.
“Certify” means being officially recognized as possessing a certain qualification, criteria or meeting certain standards.
“Content” means any information, text, document, articles, blogs, links, reports, data, databases, tools, e-mail, code, photographs, pictures, audio, video, postings, graphics (including illustrations and animations), comments, interfaces, webpages, files, software, product names, company names, trade-marks, logos, trade names, content or other materials on the Platform.
“Credentials” means account log-in and other details which are relevant to your access to Services.
“Employee(s)” means Users that are provided access to Skill Assessments and their own Assessment Content by Supervisors.
“Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context.
“KnowMeQ Content” means any data, information, content, records, files, text, images, video, audio, other multimedia, software or other materials that KnowMeQ makes available to Users through the Services including, but not limited to, Skill Assessments and Assessment Content.
“Laws” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.
“Platform” means (i) any website (including www.knowmeq.com) and a sub-domain or any such websites, and (ii) any mobile application for such websites or any other website operated by us, in connection with the Services provided to you.
“Prospective Student(s)” and “Students” means users using the Services to upload resume including academic and employment histories.
“Skill Assessments” means assessments in literacy, numeracy, problem solving, digital skills, emotional intelligence, social-emotional learning and any others added to suite of assessments.
“Staff” means staff of any corporation or organization using the Services.
“Supervisors” means Users that have various levels of administrative access to the Services, which includes, for example, the ability to assign Skill Assessments to Employees.
“User Input” means any Content submitted or otherwise shared by you in the course of provision of the Services, including suggestions, modifications or other actions undertaken by you or is otherwise shared with Users through KnowMeQ.
We are only responsible for providing the Services to you (the “User”, “you” or “your” as context dictates). We provide the Services in our own personal or corporate capacities, and not as employees, agents, or representatives of a User. The User in these Terms of Use refers to the person who is subscribing to our Services acting solely for the person’s own benefit or acting on behalf of others.
If you are using the Services on behalf of an organization, you agree to the Terms on behalf of that organization, and represent you have authority to bind that organization to the terms contained herein.
KnowMeQ does not control User Content. When we become aware of inappropriate Content on our Platform, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for User Content.
KnowMeQ is not a party to any offline arrangements made through our Platform. KnowMeQ does not conduct or require background checks on Users and does not attempt to verify the truth or accuracy of statements made by Users. KnowMeQ makes no representations or warranties concerning User Content or the conduct of other Users or their interactions with you.
Registration and Account Set-up. Please create an account to utilize our full set of Services. Once an Account is created, you are responsible for managing the Account. You should inform us promptly of any changes to the information provided to ensure effective communication with KnowMeQ.
Credentials Management and Incidents. You shall: (1) keep your Credentials strictly confidential and secure; (2) only share your Credentials with those who are authorized to represent you and execute actions on your behalf, but please ensure such person abides by the Terms; and (3) inform us immediately if the confidentiality of any part of your Credentials has been compromised (e.g. you or someone you authorized has shared your Credentials with a third party or you believe there is a credible chance of the security of your account being compromised).
Suspicious Activity.
If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have the obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.
If any communication you receive looks suspicious or has links that you do not expect, please do not open or click through. Instead, email us at hello@knowmeq.com.
Cancellation by User. As a User, you may decide at any time to cancel your Account.
Cancellation by KnowMeQ. All Credentials remain the property of KnowMeQ. In its sole discretion, in addition to any other rights or remedies available to KnowMeQ and without any liability whatsoever, KnowMeQ may at any time and without notice suspend, and if deemed appropriate, cancel your right to utilize the Services.
Fees. You understand that your use of the Platform may result in certain charges (“Charges”). Charges may include fees for certain Services. You hereby agree to the pricing and payment terms for the applicable Services, as we may update from time to time in our sole discretion (see Section 4(c)).
Refunds. If we terminate, suspend or remove your account in connection with your violation of the Terms, we are not obligated to refund you any amounts already paid.
Fee Changes. We may in the future implement a new Charge, or modify an existing Charge, for certain current or future services offered through KnowMeQ. If we revise our fees, we shall notify you by posting the revisions on the Platform or at the time of generating an invoice or shopping summary.
Currency. All fees and transactions shall be set out on our Platform depending on which jurisdiction is applicable to you and your use of the Services. If no currency is set out, fees shall be in $CAD.
Third Party Payment Processors. Users acknowledge that all transactions involving payments must comply with the terms and conditions of the third party payment service provider. We do not provide those payment services, are not a party to any license or agreement you may have with the applicable third party payment provider, and shall not be liable or responsible for your use of those third-party payment services.
You acknowledge and agree that you are a resident of Canada or the United States, have reached the age of majority where you live and you can form legally binding contracts under applicable Laws. You may not use the Platform if you live in a jurisdiction where access to or use of the Platform or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Platform is lawful, and you must comply with all applicable Laws. KnowMeQ reserves the right to request proof of identification and age.
Restricted Actions. You covenant that you shall not:
use or access the Services other than through the Platform;
provide us with the e-mail address or other personally identifying information (e.g. name, address) of third party persons whom you do not have an existing relationship with;
publish Content that violates any party’s Intellectual Property Rights or Laws in any form whatsoever;
register for more than one (1) Account;
misrepresent your identity (e.g. represent to anyone in relation to KnowMeQ that you are someone else or you are affiliated with someone that you are not);
in regards to Charges, circumvent the payment methodology of the Services;
share your Account log-in details with any person other than those expressly authorized by you;
make use of the Services to do anything other than to carry out activities which are normally related to activities conducted using the Services;
reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of the Services;
damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the Services;
access the Services in order to build a commercially available product or service which competes with the Services;
copy any features, functions, integrations, interfaces or graphics which are part of the Services;
make statements on any part of KnowMeQ on any topic, particularly regarding Content and the Services, which could reasonably be considered false or misleading;
willfully tamper with the security of the Services, including attempting to probe, scan or test the vulnerability of KnowMeQ or to breach its security or authentication measures;
share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data;
transmit any information, through the Services or in any other manner, which may be: (1) unlawful, threatening, abusive, libelous, defamatory, harassing, fraudulent, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (2) in violation of a third party’s Intellectual Property Rights or is subject to Intellectual Property Rights; (3) refutes or is contrary to what is set out anywhere in the Services; (4) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); (5) contains or installs any viruses, worms, malware, Trojan horses or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (6) violates the privacy of any third party; and
attempt to gain unauthorized access to the Services or our computer systems or networks through hacking, password mining or any other means.
Ownership and Reservation of Rights to KnowMeQ Intellectual Property.
The Platform and Content are the property of KnowMeQ, and its licensors and are protected by Canada and International Copyright Laws. All copyright, trademark, and other proprietary rights in the Platform and in the Services, products, software, text, graphics, design elements, audio, music, and all other materials originated or used by KnowMeQ at the Platform or elsewhere are reserved to KnowMeQ and its licensors. You acknowledge that content available through the Platform including, without limitation, content in the form of text, graphics, software, music, sound, photographs, and videos, including content provided by suppliers, sponsors, or third-party advertisers (“Intellectual Property Rights”), is protected by copyright, trademarks, patents, or other proprietary rights and laws.
You are hereby granted only a non-exclusive, non-transferable, revocable, limited license to use and access the Platform solely for your own personal, non-commercial use. Except as expressly provided in this Agreement, nothing contained in this Agreement or on the Platform shall be construed as conferring any other license or right, expressly, by implication, by estoppel, or otherwise under any of KnowMeQ’s or a third party’s Intellectual Property Rights. Any rights not expressly granted herein are reserved.
You shall not obtain any ownership interest in the Services as a result of your access and use of Services.
Right to Handle Your Data. You hereby grant KnowMeQ a non-exclusive and transferable right to Handle your data to (1) provide you the Services set out in these Terms of Use, and (2) generate Aggregated Information.
You agree that all such data may be, without further required consent by you, Handled by a third-party for either (1) the third party’s own legitimate business purposes, (2) purposes which serve our business purposes, including transaction processing and data monitoring or storage, or (3) for regulatory or other reasons which are imposed on us in Canada, United States of America, or in any other jurisdiction in which we provide services or may otherwise decide to store or process such data.
We’ll own all Aggregated Information for any purpose we see fit, including but not limited to publication of, and creation of derivative works from the Aggregated Information, provided that such usage shall not reveal to a third party any confidential information or the identity of a User.
Your Input. We shall have a royalty-free, worldwide, transferrable, sublicensable, irrevocable, perpetual license to use or incorporate into Services any User Input. You shall have no obligation to provide User Input. Although KnowMeQ does not seek to monitor or control the submission of User Input, KnowMeQ reserves the right to delete, move and edit any User Input submitted where, in our sole and absolute discretion, it is considered prudent or necessary to do so. User Input is the sole responsibility of the person or entity that provided the User Input. You shall be solely responsible for your User Content and any consequences that may arise from posting, providing or publishing it on the Platform.
KnowMeQ does not control the actions of Staff and each party may have certain terms of use and/or policies that may apply to you. Any information from the Services used in connection with any employment, educational or similar decision is solely the responsibility of the employer, post-secondary institution and the person or persons making the decision for or on behalf of the employer or post-secondary institution. KnowMeQ makes no representation, warranty, or guarantee of any kind whatsoever regarding an individual’s employment, potential employment, or any other outcomes in relation with an employer or prospective employee. KnowMeQ makes no representation, warranty, or guarantee of any kind whatsoever regarding an individual’s credits for prior learning, potential courses, or any other outcomes in relation with a post-secondary institution or prospective student.
Employers are solely responsible to comply with all applicable data privacy/data protection laws and employment laws in their use of the Services.
The Platform includes links to various third party websites. KnowMeQ is providing these links solely as a convenience. Such linked third party websites are not under the control of KnowMeQ. We have not reviewed all of the third party websites linked to/from the Platform and are not responsible or liable for the contents available at any such third party linked websites. The appearance of third party linked websites to/from the Platform do not imply KnowMeQ’s endorsement of the third party linked websites, its sponsors or any products or services offered on the third party linked websites. Use of the third party linked websites is at your own risk.
We may, solely at our discretion or at the request of a governmental authority, monitor, record or otherwise process all interactions with the Platform or the Services. Further information is available in our Privacy Policy.
If you become aware of any actual or threatened activity by an User which is prohibited by Section 5(b) (Restricted Actions), you shall immediately (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services), and (b) notify KnowMeQ of any such actual or threatened activity.
We use email and other electronic means to stay in touch with Users. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access of the Services or use of any other service or tool provided through or on the Platform, you: (1) consent to receive communications from us, our affiliates, and applicable Users in electronic formats, including via the email address you have submitted or other agreed upon contact methods; (2) can opt-out from receiving communication from any such party at any time by completing the formalities on the Platform, but we do not take on any liability for any communication of another party to you, particularly if you have provided your contact information to them independently rather than using the communication functions of the Platform; and (3) agree that the Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you.
IN ADDITION TO ANY OTHER DISCLAIMERS SET OUT IN OUR TERMS, THE SERVICES PROVIDED, INCLUDING ALL CONTENT AND FUNCTIONS, ARE “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND MADE BY US. WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR ACCURACY, OR INTEGRATION WITH ANY SYSTEM, INCLUDING PRACTICE MANAGEMENT INFORMATION SOFTWARE, WHICH IS NOT PROVIDED BY KNOWMEQ.
KNOWMEQ DOES NOT CERTIFY ANY KNOWMEQ CONTENT, INCLUDING PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY APPEAR OR BE REFERENCED IN THE KNOWMEQ CONTENT. RELIANCE ON ANY KNOWMEQ CONTENT AND ANY OTHER INFORMATION, HOWEVER PRESENTED, OBTAINED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
ALTHOUGH THE SERVICES MAY PROVIDE LINKS TO THIRD PARTY WEBSITES, WE ASSUME NO OBLIGATION AND PROVIDE NO GUARANTEES WHATSOEVER IN CONNECTION WITH THE PERFORMANCE OF THIRD PARTY WEBSITES OR THIRD PARTY CONTENT PROVIDED OR ACCESSED THROUGH THE SERVICES. WE ARE NOT RESPONSIBLE TO YOU FOR THE CONDUCT OF ANY SUCH THIRD PARTY OR FOR ANY ERROR, INACCURACY, OR INACCESSIBILITY OF ANY MATERIAL THEY SUPPLY.
WE DO NOT WARRANT THAT THE SERVICES OR THE FUNCTIONS THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT KNOWMEQ OR ANY ITEM CONNECTED WITH KNOWMEQ IS FREE OF VIRUSES OR ANY HARMFUL COMPONENTS, OR THAT ANY TRANSMISSION TO AND FROM US OR COMMUNICATION BY YOU IS CONFIDENTIAL. YOU AGREE THAT YOUR USE OF THE SERVICES CREATES NO OBLIGATION UPON US AND THERE IS NO RELATIONSHIP (WHETHER CONTRACTUAL, FIDUCIARY OR OTHERWISE) CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THESE TERMS OF USE.
ALL THIRD PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS.
TO THE FULLEST EXTENT OF THE LAW, WE DO NOT REPRESENT THAT ANY INFORMATION EXCHANGED BETWEEN A PARTY IN THE PROVISION OF SERVICES IS SECURE, EVEN IF WE BECOME AWARE OF ANY, OR ARE TOLD ABOUT, A POTENTIAL BREACH.
You agree to indemnify and hold harmless KnowMeQ, its officers, directors, employees, agents, successors and permitted assigns from and against any and all claims and expenses, including legal fees and disbursements, arising out of: any use of the Services, including your violation of any of the provisions in these Terms of Use; improper Handling of any data; allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants or obligations under these Terms of Use; or negligence or willful misconduct by you or any third party on your behalf in connection with these Terms of Use.
We may, at our sole discretion and expense, choose to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.
Under no circumstances shall KnowMeQ, our representatives, affiliates, suppliers, or other third parties with whom we do business (our “Business Partners”) be liable for any indirect, incidental, special, consequential or exemplary damages arising from or relating to the use of the Services.
Under no circumstances shall KnowMeQ, our representatives, affiliates, suppliers or Business Partners be liable to you or any person with respect to damages incurred by reason of any services or goods received through, advertised on, or provided by the Services. Under no circumstances shall KnowMeQ, our representatives, affiliates, suppliers or Business Partners be liable for the acts, omissions or conduct of any third party users of the Services and you must ensure that you inform such third parties, who may benefit from any part of the Services, of this fact.
Without limiting the foregoing in this section entitled “Liability” the limit on KnowMeQ’s (including our representatives, affiliates, suppliers or Business Partners) total cumulative liability to you or any person for any claims arising from or relating to the Services shall be limited to a maximum of one (1) Canadian dollar.
Should a jurisdiction that does not allow the exclusion of incidental, special or consequential damages apply to these Terms of Use, the total liability to you or any person in connection with any incidental, special or consequential damages shall be limited by the above paragraph of this section entitled “Liability.”
You agree and acknowledge that regardless of any statute or law to the contrary any claim or cause of action arising from or relating to the Services must be filed within one (1) year after such a claim or cause of action arises or be permanently barred.
The foregoing shall not apply to the extent prohibited by the applicable Laws.
Our Terms shall be deemed to be applicable to you upon your use of the Services and shall terminate only upon an actual deletion or deactivation of your Account through the means provided on the Platform. Abandonment or non-use of the Account shall not lead to an automatic termination of your Account.
We may terminate your access to all or any part of the Services at any time, with or without cause and with or without notice, effective immediately and for any reason deemed appropriate in our sole discretion.
Except for the provisions set out in Section 24 (Surviving Provisions) these Terms of Use shall no longer be applicable to you if your Account is cancelled or terminated.
Upon termination of your Account (1) all rights, licenses, consents and authorizations granted pursuant to these Terms of Use shall immediately terminate, and (2) we may disable all User access to the Services.
Notwithstanding anything to the contrary in these Terms of Use, with respect to information and materials then in our possession or control:
we may retain any of your data in our backups, archives and disaster recovery systems until such data is deleted in the ordinary course; and
all information and materials described in subsection 14(e)(i) above shall remain subject to all confidentiality, security and other applicable requirements of our Terms.
KnowMeQ reserves the right, at our sole discretion, to amend these Terms of Use at any time and shall update these Terms of Use in the event of any such amendments.
If our Terms are modified in a way we consider significant, we shall post the amended Terms on our Platform. Although we shall take reasonable steps to notify you of such significant changes made, you are expected to check our Terms periodically for any amendments. Your continued use of our Terms following such notification shall constitute your affirmative acknowledgement of these Terms of Use, the modification and agreement to abide and be bound by our Terms, as amended. If at any time you choose not to accept our revised Terms, including following receipt of notification of any modifications made hereto, then please do not use the Services and as applicable, terminate your Account.
Our Terms and any access to or use of the Services shall be governed by, and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with our Services or any breach thereof, including any question regarding its existence, validity or termination, shall be finally and conclusively resolved by arbitration under International Commercial Arbitration Act, 2017, SO 2017, c 2 (Ontario) (the “Rules”). There shall be one (1) arbitrator selected in accordance with the Rules. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law. Notwithstanding the foregoing, each party shall have the right to seek injunctive or other equitable relief that may be related to the breach of confidentiality obligations or violation of the Intellectual Property Rights set forth in these Terms of Use.
Users hereby waive any right they may have to commence or participate in any class action lawsuit against KnowMeQ related to any claim, dispute or controversy and, where applicable, you and any User hereby agree to opt out of any class proceeding against us otherwise commenced.
If any portion or provision of our Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of our Terms, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of our Terms shall be valid and enforceable to the fullest extent permitted by law.
The headings, captions and summaries in these Terms of Use are for convenience only and in no way define or describe the scope or content of any provision of these Terms of Use.
Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by certified postal mail to:
25-187 La Rose Avenue Etobicoke, ON M9P 3W1
or by email to: hello@knowmeq.com
Any notice to you shall be given to the most current email address in your Account.
Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; the words “including”, “includes” and “include” mean “including without limitation”; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”.
Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in the Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.
Only the following provisions of our Terms of Use shall survive following any termination or expiration: Section 5 (Representations, Warranties and Covenants), Section 6 (Proprietary Rights), Section 10 (Permission for Communication), Section 12 (Release and Indemnification), Section 13 (Liability), Section 16 (Governing Law), Section 17 (Arbitration), Section 18 (Waiver of Class Proceedings), and this Section 24 (Surviving Provisions).
These Terms of Use, in combination with all policies and guidelines of KnowMeQ (including the Privacy Policy), incorporated by reference, constitute the entire agreement between KnowMeQ and you and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of our Terms.
