NewKnow
Terms and Conditions

NewKnow Inc.
Terms of Use
Last Updated: August 15, 2017

Welcome to NewKnow, a cloud-based retail and sales training and communication service available on our website located at www.mynewknow.com or in the NewKnow mobile application (collectively, the “Services”).

Businesses (“Employers”) must subscribe and pay for the Services, after which Employers can invite their personnel (“Team Members”) to register with NewKnow. Team Members do not pay to use the Services. In these Terms of Use, “you” and “user” refer to all users of the Services (including all Employers and Team Members).

These Terms of Use, together with the NewKnow Privacy Policy, and if you are an Employer, your Software as a Service Agreement, govern your use of the Services, and are between you and NewKnow Inc.

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT, AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 5. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SERVICES. 

1. Permitted Use

The Services are provided solely (a) to allow Employers to provide and manage the training of their Team Members, to enable Employers to create and share training modules (“newknows”) with Team Members and other businesses, and to use any other services made available by NewKnow from time to time; (b) to allow Team Members to access and complete training shared with them by their Employers; and (c) to facilitate communication among Team Members, and among Team Members and Employers, through a direct-messaging feature made available within the Services (the “Permitted Use”).

As a condition of accessing our website or application or otherwise using the Services, you represent, covenant and warrant that: (a) you possess the legal authority to create a binding legal obligation, and if you are using the Services on behalf of another person or corporate entity, you have the authority to bind such person or entity; and (b) you will use the Services in accordance with these Terms of Use.

 

2. Ownership/Limited License

The Services are owned and operated by NewKnow. NewKnow or its licensors retain all ownership and intellectual property rights in and to: (i) the Services; (ii) any and all content, data, graphics, photographs, images, audio, video, software, trademarks, service names, trade names, and other information (collectively, “Content”) contained in the Services (“NewKnow Content”); (iii) anything developed or delivered by or on behalf of NewKnow under these Terms of Use; and (iv) any modifications, improvements, customizations, updates, enhancements, bug fixes, patches, service packs, releases, aggregations, compilations, derivative works, translations and adaptations (“Modifications”), to the foregoing (i), (ii) and (iii). NewKnow Content is protected by Canadian and international copyright and trademark laws.

NewKnow grants to you a limited, revocable, non-exclusive, non-transferable, non-assignable license to access and use the Services, and to download and install the NewKnow mobile application in connection with your use of the Services, solely for the Permitted Use and for no other purpose whether express or implied. NewKnow reserves all rights not expressly licensed to you under these Terms of Use.

Employers (or any of Employers’ Team Members) may load, transmit, enter, or receive Content in the course of using the Services (“Employer Content”). Employers retain all ownership and intellectual property rights in and to Employer Content. The Employer grants to NewKnow a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Employer Content to provide the Services. We may collect, use and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other NewKnow offerings.

 

3. Registration

To use the Services, you must register an account and provide certain information about yourself as prompted by the registration form. This information may vary depending on whether you are an Employer or a Team Member. You represent and warrant that: (a) all required registration information you submit is truthful, complete, and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation or these Terms of Use.

Upon registration, you will choose a password. You alone are responsible for keeping that password confidential, and for any and all activity that occurs on the Services under your account. You agree to promptly notify NewKnow of any actual or suspected unauthorized use of your account. When you provide NewKnow with such notice, NewKnow reserves the right to suspend, deactivate, or replace your account to prevent future unauthorized activity.

 

4. Use Restrictions

You will not use the Services for purposes other than the Permitted Use. Without limiting the generality of the foregoing, the rights granted to you in these Terms of Use are subject to the following restrictions. Specifically, you will not (and will not attempt to):

     (a)     sub-license, sell, rent, lend, lease, or distribute the Services or any intellectual property rights therein, permit timesharing, or commercially exploit the Services;

     (b)     gain unauthorized access to the Services or to other computer systems or networks connected to the Services through password mining or other means, or otherwise use or access the Services in a manner that threatens the security or functionality of the Services;

     (c)     use the Services to create, collect, transmit, store, use, or process any Content that:

          (i)     contains any computer viruses, worms, time bombs, Trojan horses; or other harmful or malicious code, files, scripts, agents, or programs intended to damage or alter a computer system or data;

          (ii)     you do not have the lawful right to create, collect, transmit, store, use, or process;

          (iii)     constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, or any form of solicitation;

          (iv)     violates any applicable laws, or infringes, violates, or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

     (d)     make any Modifications to the Services;

     (e)     reverse engineer, de-compile or disassemble the Services;

     (f)     harvest or otherwise collect, use, store, or disclose any information (including personal information) about other users of the Services, including email addresses, without the consent of such users, including through the use of a robot, spider, scraper, deep link, or other similar automated data gathering or extraction tool;

     (g)     create a false identity or impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;

     (h)     remove or obscure any proprietary notices or labels on the Services, including brand, copyright, trademark, and patent or patent pending notices;

     (i)     access or use the Services for the purpose of building a similar or competitive product or service, or for any purpose or in any manner not expressly permitted in these Terms of Use;

     (j)     perform any vulnerability, penetration or similar testing of the Services; or

     (k)     authorize or assist any third party to do any of the things described in this section.

 

5. Modifications, Changes to the Terms of Use and Termination

NewKnow reserves the right, at any time (i) to make Modifications to the Services or to the NewKnow Content, including the look, feel, and format; (ii) to change these Terms of Use to reflect any such Modifications; and (iii) to discontinue the Services (or any part thereof), temporarily or permanently. Any such Modifications and resulting changes to these Terms of Use will take effect when posted to the NewKnow website or in the NewKnow mobile application. It is your responsibility to review these Terms of Use regularly. By continuing your use of the Services after such Modifications or changes to these Terms of Use are posted, you will be deemed to have accepted such Modifications or changes.

 

6. Third-Party Links

The Services may provide links to third-party websites or applications. These links are provided solely for your convenience and for the convenience of other users of the Services. We do not endorse the information, products, or services described on those websites or applications; or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. The content in any linked website or application is not under our control, and if you choose to access any such website or application, you do so entirely at your own risk.

 

7. Disclaimer

NEWKNOW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE (AND THE SOFTWARE AS A SERVICE AGREEMENT, AS APPLICABLE), THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY NEWKNOW TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEWKNOW HEREBY DISCLAIMS, ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ALL EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE OR USE; OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, NEWKNOW EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES (OR ANY PART THEREOF), INCLUDING INFORMATION PROVIDED BY NEWKNOW, IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.

 

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NEWKNOW BE LIABLE TO ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (II) BUSINESS INTERRUPTION OR LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL, WHETHER DIRECT OR INDIRECT; OR (III) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), EXTRA-CONTRACTUAL LIABILITY, OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH LOSS OR DAMAGES.

 

9. Applicable Law/Interpretation

These Terms of Use will be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, and each party further consents to the exclusive jurisdiction of the courts of Quebec, judicial district of Montreal.The terms and conditions contained in these Terms of Use that are necessary for the interpretation hereof, or the nature and intent of which is to survive termination or expiration of these Terms of Use, will survive termination or expiration of these Terms of Use. If any provision of these Terms of Use is held to be invalid or unenforceable to any extent, then the provision will be deemed to be severed from these Terms of Use and the remainder of these Terms of Use will continue in full force and effect.

10. Feedback

NewKnow shall own all right, title, and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Services or other feedback that you may propose or make while subject to these Terms of Use or which you and NewKnow may jointly make while subject to these Terms of Use (collectively, “Feedback”). You hereby irrevocably (i) assign all right, title, and interest in and to the Feedback to NewKnow; and (ii) waive in favour of NewKnow, its successors and assigns any and all moral rights that you have or may have in the Feedback and agree to provide NewKnow such assistance as it may require to document, perfect, and maintain NewKnow’s rights to the Feedback.

 

11. Privacy Policy

Our NewKnow Privacy Policy sets out a description of our privacy and data practices when you use the Services. Please review our Privacy Policy carefully. By using the Services, you consent to the data practices set out in the Privacy Policy.

 

12. Language

The parties have expressly requested and required that these Terms of Use and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce contrat et tous les documents qui s’y rapportent soient rédigés en anglais.

 

13. Apple App Store Additional Terms

If the NewKnow mobile application is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:

     (a)     The parties acknowledge these Terms of Use are concluded between the parties, and not with Apple. The responsibility for the NewKnow mobile application and content thereof is governed by these Terms of Use.

     (b)     Notwithstanding anything to the contrary hereunder, you may use the NewKnow mobile application only on an Apple device that you own or control.

     (c)     You and we acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the NewKnow mobile application.

     (d)     In the event of any failure of the NewKnow mobile application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the NewKnow mobile application (if any) to you. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the NewKnow mobile application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Use.

     (e)     Any claim in connection with the NewKnow mobile application related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Use, and Apple is not responsible for such claim.

     (f)     Any third party claim that the NewKnow mobile application or your possession and use of the NewKnow mobile application infringes that third party’s intellectual property rights will be governed by these Terms of Use, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.

     (g)     You represent and warrant that you are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.

     (h)     You must comply with applicable third-party terms of agreement (if any) when using the NewKnow mobile application.

     (i)     Apple is a third-party beneficiary to these Terms of Use and may enforce these Terms of Use against you.

     (j)     If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date these Terms of Use was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple’s instructions for Minimum Terms for Developer’s End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.

14. Google Play Additional Terms

If the NewKnow mobile application is provided to you through Google Inc.’s (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use.  

     (a)     You acknowledge that Google is not responsible for providing support services for the NewKnow mobile application.

     (b)     If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date these Terms of Use was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google’s Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.

15. Contact Us

If you would like to request additional information regarding these Terms of Use, or have any questions, complaints, or claims with respect to the NewKnow mobile application, please contact us at:

NewKnow Inc.
5530 Saint-Patrick, Suite 2121
Montreal
QuebecH4E 1A8
hello@mynewknow.com

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