Terms of Use

Terms of Service

These terms of service stipulate the relationship between The TEYL Professional Academy (hereinafter called “we, our” or “us”) and users of the member services (hereinafter called "the Member Services"), including the professional development courses for teachers (hereinafter called "the Courses") provided through a website or websites (hereinafter called "the Sites"), which we have developed and operate.

Chapter 1 General Rules

Article 1 (Definitions)

1. Each of the terms used in the Terms of Service shall be defined as follows:

(1) The term “you, your” or “user” shall mean any individual or organization who has registered to use the Member Services or the Courses or provide the Member Services or the Courses to other individuals or organizations by completing the procedures provided by us after accepting the Terms of Service.

(2) The term "the Member Services" shall mean any of the Member Services for teachers, which we provide primarily but not exclusively through the Site.

(3) The term "the Courses" shall mean any of the professional development courses for teachers which we provide.

Article 2 (Notice and Agreement relating to Terms of Service)

1. We will from time to time inform you of any matter related to the Member Services or the Courses by posting such matters on the Sites or informing you in any other way that we regard as proper (hereinafter called "Notice").

2. The Notice specified in Section 1 shall be deemed to have been delivered to you immediately after we provide the Notice as set forth in the Section above.

3. You shall be deemed to have accepted the provisions of the Terms of Service when you activate your account or login on the relevant page of the Sites or when you consent to the provisions of the Terms of Service in any other way that we specify.

Article 3 (Additions and Amendments to the Terms of Service)

1. We shall be entitled to make any additions or amendments to the Terms of Service as appropriate.

2. If we otherwise stipulate any additional provision, such provision will constitute part of the Terms of Service.

3. If any additions or amendments to the Terms of Service are made according to Section 1, such additions or amendments shall become effective on the day we give Notice to you and, unless otherwise stipulated, the terms and conditions for the Member Services or the Courses shall be based on the revised Terms of Service from the day after the date on which such additions or amendments become effective.

Chapter 2 Use of the Member Services or the Courses

Article 4 (Use of the Member Services or the Courses)

1. Anyone who wishes to use the Member Services or the Courses or provide the Member Services or the Courses to other individuals or organizations, must activate their account as prescribed by us after accepting the provisions of the Terms of Service.

Article 5 (Registration Procedure for User)

1. Unless we deny your use of the Member Services or the Courses under Section 1 of Article 6 below, we shall provide the Member Services or the Courses to you by issuing one or more IDs and passwords.

2. With your IDs and passwords you will be able to continue to access transcripts or certificates from the Courses even after you have ceased using the Courses. Your access under your IDs and passwords will be continued indefinitely at our discretion.

3. You accept that your transcripts and certificates will not be deleted from the Sites even after you have ceased using the Courses.

Article 6 (Denial of Use)

1. In the event of any of the following, we shall be entitled to deny your use of the Member Services or the Courses. In that event, we shall inform you of our decision to deny use.

(1) In the event of a breach of the Terms of Service relating to the Member Services or the Courses or prior denial of use of the Member Services or the Courses. (2) If we consider that it is improper for you to use the Member Services or the Courses for any reason other than those mentioned in (1) above.

2. In the event that you fall under one of the conditions above, even after IDs and passwords are assigned to you, we shall be entitled to terminate your use of the Member Services or the Courses and invalidate your IDs and passwords by giving Notice.

Article 7 (Notification of Change)

1. You shall promptly give us notice if you change your email address or other contact details.

2. We shall have no responsibility if you have trouble using the Member Services or the Courses due to any failure to inform us of the changes to your contact details mentioned above.

Chapter 3 Conditions of Use of the Member Services or the Courses

Article 8 (Management of IDs and Passwords)

1. You shall use your IDs and passwords only for your own study, shall not allow any other third party to use such IDs and passwords, and shall not lend, transfer, or provide as collateral such IDs and passwords to such third parties.

2. You shall be responsible for using and managing your IDs and passwords properly when using the Member Services or the Courses, and any damage arising from the use of such IDs and passwords by any third party shall be borne by you. We shall assume no responsibility whatsoever regarding fraudulent use, loss, etc. of the IDs and passwords that you manage.

3. You shall immediately inform us if your IDs and passwords are known by or used by any person other than you, and if we direct you how to deal with such event, you shall follow our instructions.

Article 9 (Conditions of Use)

1. You shall comply with the Terms of Service when using the Member Services or the Courses.

2. You shall not disclose to any other third party any information you have obtained by using the Member Services or the Courses.

3. You are deemed to have allowed us to have a right to perform the duplication, public transmission, assignment, lending, adaptation, etc. of any information (including recorded voices or images) that you sent us without charge when using the Member Services or the Courses, and any right regarding secondary work using such information (these rights include a right to allow a third party to use such information). You also shall not exercise your moral right regarding the information above against us or any third party designated by us. If any third party other than us uses the information above without obtaining our consent, we shall assume no responsibility whatsoever with respect to any damage suffered by you arising from such event.

Article 10 (Installation and Maintenance of User's Devices, etc.)

1. You shall use the Member Services or the Courses after preparing a computer, software, and a communications device, which are necessary to use the Member Services or the Courses, as well as all other equipment necessary to run them, and connecting your computer to the Internet, at your own expense.

Article 11 (Approval of Use)

1. We shall provide Member Services or Courses containing content whose intellectual property rights, such as copyright or trademark, we own, or content that we have obtained the right to use from those who hold the intellectual property rights.

2. We allow you the right to copy any published work provided when using the Member Services or the Courses only for your own use.

3. We shall not, though we provide the Member Services or the Courses, grant to you any patent rights, trademark, or copyright we own, or any rights regarding confidential information, excluding the provision of Section 2 above.

Article 12 (System Management)

1. We shall manage and maintain our equipment, such as servers, necessary to provide the Member Services or the Courses in an efficient manner.

Chapter 4 Change, Suspension, etc. of the Member Services or the Courses

Article 13 (Prohibited Use)

1. You shall not be involved in the following or related acts when using the Member Services or the Courses.

(1) Misuse Your IDs and passwords. (2) Assign, lend, or provide as collateral your IDs and passwords to any third party. (3) Share your IDs and passwords with another person. (4) Use or provide any harmful program such as a computer virus through the Member Services or the Courses or in relation to the Member Services or the Courses. (5) Copy or change any published work obtained by using the Member Services or the Courses without obtaining our consent except as provided by Section 2 of Article 11. (6) Grant the right to reuse any information on the Sites and related to the Member Services or the Courses to any third party, and distribute, assign, lend, or provide as collateral such information to such third party. (7) Reverse engineer, decompile, or disassemble any software used in relation to the Member Services or the Courses. (8) Carry out or prepare activities through the Member Services or the Courses or in relation to the Member Services or the Courses for the purposes of a profit-making business without obtaining our consent. (9) Violate or potentially violate any of our intellectual property rights or any rights of any third party related to the Member Services or the Courses. (10) Discriminate against, insult, or defame any third party, or harm such third party's reputation or credibility. (11) Commit or be likely to commit any criminal act. (12) Conduct any activity related to a sex-related business. (13) Besides the acts mentioned above, breach of any law or ordinance, the Terms of Service, or offend public order and morals; prevent the proper running of the Member Services or the Courses; harm our credibility; infringe on our property rights; or place us in a disadvantageous position. (14) Encourage any of the acts mentioned above. (15) Besides the above, conduct any act that we consider improper.

Article 14 (Suspension and Revocation of Right of Use)

1. We shall be entitled to suspend or terminate the use of all or part of the Member Services or the Courses by you without giving any notice to you, if we decide that you are conducting or likely to conduct any of the acts specified in Article 13 above.

2. If the use of the Member Services or the Courses is suspended or terminated under Section 1 above, we shall not refund the use fee you have already paid to us.

Article 15 (Change, etc. of the Member Services or the Courses)

1. We may change the name of the Member Services or the Courses without giving any notice to you.

2. We shall be entitled to make any change or addition to the contents of the Member Services or the Courses or stop providing the Member Services or the Courses without giving any notice to you. If, however, it is apparent that you will suffer damage due to such change or stoppage despite your having a right to continue using the Member Services or the Courses, we shall have the responsibility to refund to you up to the difference between the usage fee you have paid for the Member Services or the Courses and the amount of the unused part of the usage fee you have paid for the Member Services or the Courses.

Article 16 (Temporary Suspension of Provision of the Member Services or the Courses)

1. We shall be entitled to suspend the provision of all or part of the Member Services or the Courses to you for a necessary period if any of the following occurs, provided that as a rule, we shall inform you of such event in advance or after the fact.

(1) If due to maintenance, etc. of our equipment, etc. if it is necessary to provide the Member Services or the Courses properly. (2) If we are unable to provide the Member Services or the Courses due to force majeure including fire, power failure, acts of God, and national emergency. (3) If we are unable to provide the Member Services or the Courses because a communications carrier suspends or stops its communications service. (4) If besides the above, we consider it necessary to suspend the Member Services or the Courses for an operational or technical reason.

2. If we are unable to provide the Member Services or the Courses to you because there is a shortage of equipment necessary to provide the Member Services or the Courses, we may restrict the use of the Member Services or the Courses by you until such shortage is resolved.

3. If the provision of all or part of the Member Services or the Courses to you is suspended or the use of the Member Services or the Courses by you is restricted, the term of your usage right shall be extended for a period equal to the suspended or restricted period.

4. In the event of any delay, suspension, etc. of the provision of the Member Services or the Courses due to any of the causes mentioned in Section 1 above or any other cause, we shall not be liable for any damage suffered by you or a third party due to such event. However, if there is any delay, suspension, etc. of the provision of the Member Services or the Courses caused by intention or material negligence by us, our representative, or another user not complying with the Terms of Service, we shall have the responsibility to compensate you for any damage suffered by you due to such event up to the difference between the usage fee you have paid for the Member Services or the Courses and the amount for the unused part of the usage fee you have paid for the Member Services or the Courses.

Article 17 (Restriction on Use of the Member Services or the Courses)

1. We may, in our sole discretion, restrict your access to the Member Services or the Courses when we consider it necessary to do so to monitor the use of the operation of the Member Services or the Courses.

Article 18 (Termination of Provision of Use of the Member Services or the Courses)

1. We may terminate the provision of all or part of the Member Services or the Courses subject to Notice. We may, however, do so without prior notice only if absolutely necessary.

2. We shall have no responsibility at all regarding any damage suffered by you or a third party, caused by the termination of the Member Services or the Courses. However, if such termination is caused by intention or material negligence by us, our representative or another user not complying with the Terms of Service, we shall have the responsibility to compensate you for any damage suffered by you due to such event up to the difference between the usage fee you have paid for the Member Services or the Courses and the amount for the unused part of the usage fee you have paid for the Member Services or the Courses.

Article 19 (Termination of Terms of Service)

1. If you do not fulfill your obligations according to the Terms of Service, we shall send a peremptory notice to you and if such obligation is not yet fulfilled within a reasonable period of time as specified by us, we shall be entitled to terminate the Terms of Service with you or terminate the provision of the Member Services or the Courses to you.

2. Notwithstanding the provision of Section 1 above, if any of the following happens to you, we shall be entitled to terminate the Terms of Service with you or stop the provision of the Member Services or the Courses to you without sending any peremptory notice to you.

(1) If you stop payment. (2) If you file a petition at a court under insolvency or civil rehabilitation proceedings. (3) If there occurs any event which causes us to decide to terminate the Terms of Service with you or terminate the provision of the Member Services or the Courses to you.

3. In case of Section 1 or 2 above, the IDs and passwords given to you may be made invalid, or the use of the Member Services or the Courses by you may be suspended or terminated.

4. We shall have no responsibility if you cannot use the Member Services or the Courses because we take any of the measures described in Section 1, 2, or 3, and as a consequence, you or any other third party suffer damage.

Chapter 5 Handling of Confidentiality and Personal Information

Article 20 (Confidentiality)

1. Neither party (you or us) shall, unless otherwise set forth herein, disclose or leak to any third party any information or document disclosed by the other party, and any information regarding the other party obtained by entering into and implementing the Terms of Service, except any of the types of information described below. In addition, with respect to personal information, the parties shall comply with the provision of Articles 21 and 23.

(1) Any information that either party is permitted to disclose by the other party in advance. (2) Any information that has already been in the public domain at the time of disclosure or that thereafter becomes part of the public domain without any fault attributable to the receiving party. (3) Any information that the receiving party itself already has, or has already obtained from a third party at the time of disclosure. (4) Any information that either party has obtained from a source not associated with the other party.

Article 21 (Personal Information)

1. We handle as personal information any of the types of information described below that we have obtained in relation to the provision of the Member Services or the Courses, and from which a specific person can be identified.

(1) Registered information necessary to use the Member Services or the Courses, such as student IDs, email addresses, etc. (2) Any information regarding transactions including billing of the fees for paid Member Services or the Courses, etc. (3) The IDs and passwords we have given to you to use the Member Services or the Courses. (4) Any information including remarks, questions, and answers made while the Member Services or the Courses are in progress. (5) Any information recorded while the Member Services or the Courses are in progress, including information such as login/logout histories, progress, results, etc. (6) Besides the above, any information regarding questions and applications, etc. to us, and our answers and responses to them, by means of email, telephone, fax, mail, etc.

Article 22 (Use of Personal Information)

1. We shall use personal information set forth in the Article above for the following purposes. In addition, we share personal information set forth in the Article above with third parties for the following purposes.

(1) To provide the Member Services or the Courses. (2) To carry out any work associated with the Member Services or the Courses, such as billing fees for the Member Services or the Courses. (3) To carry out surveys and analysis of how the Member Services or the Courses are being used. (4) To carry out research, development, sales promotions, and advertising for the Member Services or the Courses.

2. The administrator in charge of managing personal information is as follows: The TEYL Professional Academy

We shall not disclose to any third party personal information set forth in the Section above, except for the following.

(1) If we disclose our information as statistical data that cannot identify any specific person, with the view to showing how the Member Services or the Courses are being used. (2) If you agree to the disclosure of personal information. (3) If we handle personal information through a third party to whom we outsource an operation with the view to achieving the intended purposes specified in Section 1 above. (4) If we are requested to disclose personal information under laws and ordinances or by governmental institutions, etc. (5) If personal information is passed to a third person as part of our trade assets as a result of a transfer of business, corporate separation, merger, etc. (6) If personal information is disclosed to a certified public accountant(s), an attorney(s), etc. with the legal obligation to protect confidentiality. (7) If the disclosure of your personal information is needed to protect a human life or property, and at the same time it is difficult to obtain your consent. (8) If such disclosure is needed to improve public health or promote the safety and welfare of children, and at the same time it is difficult to obtain your consent.

Article 23 (Management of Personal Information)

1. We shall manage personal information in compliance with relevant laws and regulations.

2. The person in charge of managing personal information in our organization is responsible for our compliance with the laws and regulations in Section 1. We also instruct and educate our employees to understand the importance of personal information protection and handle such information properly. Furthermore, from time to time we conduct audits on such handling to improve such handling.

3. We shall take proper protective and corrective measures to prevent any unauthorized access to, loss of, destruction of, falsification of, and leakage, etc. of your personal information.

4. We shall do our best to keep the personal information we have obtained accurate and up to date, always manage such information properly, and appoint an administrator in charge of dealing with such information.

5. If we outsource the handling of the personal information we have obtained to a third party, we will put an obligation on such third party to perform the same information management as we do and supervise the personal information to ensure that it safely managed.

6. If you wish to confirm, change, or delete your personal information, we shall handle such a request within reason. If you make such request, please contact:

The TEYL Professional Academy email: [email protected]

Chapter 6 Others

Article 24 (Principle of Self-responsibility)

1. You are liable for any damage suffered by us and any third party arising from all of your acts related to the use of the Member Services or the Courses with your IDs and passwords and their consequences.

2. If you are given notice of an inquiry, complaint, etc. by a third party as a result of your use of the Member Services or the Courses, you shall handle and resolve such a problem at your expense and immediately give us written notice of the fact that there was such an inquiry, complaint, etc., and of what it was and how you handled it.

3. If you receive any request or complaint against any third party regarding the use of the Member Services or the Courses by such third party, you shall directly inform such third party of the fact, and immediately give us written notice of what information you provided to such third party. You shall handle and resolve such requests and complaints at your expense.

4. If your use of the Member Services or the Courses causes any damage to us or a third party, you shall compensate them for any damage (including attorney's fees) at your own expense and shall indemnify us from any liability.

Article 25 (Indemnity)

1. The contents of the Member Services or the Courses shall be what we can provide at the time of doing so.

2. Though we do our best to maintain the integrity, accuracy, right, certainty, availability, etc. of the information contained in the Member Services or the Courses, we shall not at all assure you of the integrity, accuracy, right, certainty, availability, etc. of both any information contained in the Member Services or the Courses and any information on any websites linked to the Member Services or the Courses or the Sites. In addition, we shall not accept any legal liabilities including defect warranty liability (including any concealed defect) in relation to any information contained in the Member Services or the Courses. However, if any damage is caused to you due to any concealed defect in the Member Services or the Courses (excluding any information contained in the Member Services or the Courses), we shall have the responsibility to refund to you up to the difference between the usage fee you have paid for the Member Services or the Courses and the amount of the unused part of the usage fee you have paid for the Member Services or the Courses if such damage arises within six (6) months after we first provide the Member Services or the Courses to you.

3. We shall not guarantee to you that the functions contained in the Member Services or the Courses satisfy the requirements of all users, or that there will be no stoppage or error while running the Member Services or the Courses.

4. We shall have no responsibility at all regarding any damage suffered by you arising from your use of the Member Services or the Courses (including any damage attributable to problems with a third party), or any damage suffered by a third party. If, however, such damage is caused by intention or material negligence by us, our representative, or another user, we shall have the responsibility to compensate you for any damage suffered by you due to such cause up to the difference between the usage fee you have paid for the Member Services or the Courses and the amount of the unused part of the usage fee you have paid for the Member Services or the Courses.

5. We shall bear no responsibility whatsoever regarding any damage suffered by you or a third party because the Member Services or the Courses could not be used for reasons such as the delayed provision of the Member Services or the Courses, and restricted access to, change, termination, suspension, etc. of the Member Services or the Courses. If, however, the delayed provision of the Member Services or the Courses and the access, change, termination, suspension, etc. of the Member Services or the Courses are caused by intention or gross negligence by us, our representative, or another user without complying with the Terms of Service, we shall have the responsibility to compensate you for any damage suffered by you due to such event up to the difference between the usage fee you have paid for the Member Services or the Courses and the amount of the unused part of the usage fee you have paid for the Member Services or the Courses.

Article 26 (Implementation by Third Party)

1. With respect to our operations, and the implementation of our rights and obligations as set forth in the Terms of Service, we may delegate part of such tasks to any third party such as a distributing agency, who has entered into a distributorship agreement with us.

Article 27 (Prohibition of Assignment, etc. of Rights, etc.)

1. You shall not assign, lend, or provide as collateral to any third party any right or obligation arising out of or in connection with the Terms of Service or your position specified by the Terms of Service.

Article 28 (Jurisdiction and Proper Law)

1. Both parties shall be subject to the exclusive agreement jurisdiction of the Province of Ontario, Canada in the first instance.

2. The Terms of Service shall be governed in all respects by the laws of Ontario.

Article 29 (Consultation)

1. In the event of any dispute between the parties arising out of or in connection with the Member Services or the Courses, the parties shall consult with each other in good faith.

Article 30 (Survival)

1. In the Terms of Service, Article 3, Article 8, Article 9, Section 3 of Article 11, Article 13, Section 2 of Article 14, Section 4 of Article 16, Section 2 of Article 18, Section 4 of Article 19, Article 20 or 24, Section 2 or 5 of Article 25, and Article 26 or this Article 30 shall survive the termination of the Terms of Service.

The Terms of Service will become effective on September 30, 2023.