These Terms of Use (the “Terms”) govern the use of the website https://illuxi.com and the illuxiLearn platform (collectively, the “Website”), owned and operated by Intelligence illuxi inc. (“illuxi”), by all illuxi clients (“Client Administrators”) operating a portal powered by illuxiLearn (the “Portal”), as well as all Portal users. Access to and use of the Website is conditioned upon your acceptance of these Terms.
By accessing or using the Portal, you acknowledge that you have read, understood, and agreed to be bound by these Terms. illuxi may modify these Terms from time to time in accordance with the provisions set forth herein. The most current version of these Terms shall prevail over any conflicting terms, communications, advertisements, or promotional materials, including any terms contained in the Conditions of Sale.
If you do not agree to these Terms, please do not use the Portal.
Definitions
For the purposes of these Terms:
- “Client Data” means any content submitted by Users through their use of the Portal.
- “Client Personal Information” means any Personal Information contained within Client Data.
- “Personal Information” has the meaning assigned to it under applicable Privacy Laws.
- “Privacy Laws” means all applicable laws and regulations relating to privacy and the protection of Personal Information.
- “Privacy Policy” has the meaning set out in Section 5 of these Terms.
General Terms
Login Credentials
Your login credentials, consisting of an email address and password, are required to access the Portal. You are responsible for maintaining the confidentiality of your credentials at all times and must not disclose them under any circumstances.
You are solely responsible for all activities conducted using your credentials. illuxi is under no obligation to verify the actual identity or authority of any individual using your credentials. Accordingly, you are bound by any use of your credentials, whether authorized or unauthorized, including use by third parties without your knowledge or consent.
As a result, you acknowledge that illuxi shall not be liable for any losses or damages arising from the use of your credentials by a third party. If illuxi acts in accordance with instructions provided through your credentials, you agree to indemnify and hold illuxi harmless against any claims, losses, or expenses arising from such use, whether authorized or unauthorized.
If you become aware of any unauthorized access to your credentials or any breach of security, you must immediately notify illuxi’s support team.
Conditions of Sale
Client Administrators acknowledge that they have reviewed, understood, and accepted the Conditions of Sale, as amended from time to time. The Conditions of Sale are available at:
https://illuxi.com/conditions-
The Conditions of Sale remain subject to these Terms. In the event of any conflict between the Terms and the Conditions of Sale, these Terms shall prevail.
Data Privacy
illuxi may collect Personal Information that you provide when using the Website or creating a user account. Access to and use of such Personal Information are governed by illuxi’s Privacy Policy, available at:
https://illuxi.com/privacy-
The Privacy Policy forms an integral part of these Terms. By using the Website, you consent to the transfer, processing, and hosting of your Personal Information in accordance with these Terms and the Privacy Policy.
illuxi will store and process Client Data in accordance with its Privacy Policy. To ensure the security, integrity, and confidentiality of Client Data, illuxi has implemented technical, organizational, and administrative safeguards, as further described in the Privacy Policy.
However, you acknowledge that hosting data online carries inherent risks, including unauthorized access, loss, or disclosure of information. Except in cases of gross negligence or willful misconduct by illuxi, you assume these risks when using the Website.
Confidential Information
Definition
“Confidential Information” means any non-public, confidential, or sensitive information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), including information relating to clients.
Confidential Information does not include information that:
- is publicly available other than through a breach of these Terms;
- was lawfully known to the Receiving Party before disclosure;
- is independently developed by the Receiving Party without reference to the Confidential Information; or
- is lawfully obtained from a third party without any obligation of confidentiality.
Use of Confidential Information
The Receiving Party shall use Confidential Information solely for the purpose of exercising its rights and performing its obligations under these Terms. The Receiving Party shall exercise at least the same degree of care it uses to protect its own confidential information and, in any event, no less than reasonable care.
The Receiving Party shall not disclose, copy, distribute, publish, or otherwise make Confidential Information available to any third party, except as expressly permitted herein.
illuxi may disclose Confidential Information to its subcontractors and service providers to the extent necessary to provide or improve the services, provided that such parties are subject to appropriate confidentiality obligations.
Where disclosure is required by law or governmental authority, the Receiving Party shall promptly notify the Disclosing Party (where legally permitted) and reasonably cooperate, at the Disclosing Party’s expense, in seeking protective measures or contesting the disclosure.
Return of Confidential Information
Upon termination or expiration of these Terms, and upon request by the Disclosing Party, the Receiving Party shall return or securely destroy Confidential Information received from the Disclosing Party.
Notwithstanding the foregoing, either party may retain copies of Confidential Information for archival, audit, disaster recovery, legal, or regulatory compliance purposes, provided that such retained information remains subject to the confidentiality obligations set out herein.
Survival
Subject to applicable law, the confidentiality obligations contained in this section shall survive termination or expiration of these Terms for a period of three (3) years, or for any longer period required by law.
Communications
By registering, using the Website, and/or creating a user account, you consent to receive communications from illuxi, its affiliates, and/or third-party service providers.
These communications may include:
- service-related notifications;
- product updates;
- promotional offers from illuxi;
- promotional communications from third parties related to your use of the Website.
You may unsubscribe from promotional communications at any time by clicking the unsubscribe link included in the communication or by contacting illuxi’s support team.
illuxi is not responsible for communications sent by third parties.
Content Ownership and License
Client Administrators retain ownership of all content they publish on their Portal. illuxi will not copy, distribute, or publicly disclose such content without prior authorization, except as necessary to provide the services.
Client Administrators agree to defend, indemnify, and hold harmless illuxi, its officers, directors, shareholders, affiliates, agents, successors, and assigns from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from:
- unauthorized uploads of content;
- infringement of third-party intellectual property rights;
- unauthorized use of content by users; or
- any other claim relating to content provided through the Portal.
Third-Party Services
External Websites
The Website may contain links to third-party websites. Access to and use of such websites are governed by the terms and policies of those third parties.
illuxi does not control, endorse, or assume responsibility for any third-party websites or their handling of data. illuxi shall not be liable for any damages arising from access to or use of such websites.
Suspension and Termination
illuxi reserves the right to suspend or terminate access to the Portal, in whole or in part, at any time.
If you violate these Terms, the Privacy Policy, the Conditions of Sale, or any other applicable illuxi policy, your access may be suspended or revoked immediately.
Indemnification
You agree to indemnify, defend, and hold harmless illuxi and its shareholders, directors, officers, employees, and agents from any claims, demands, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of:
- your breach of these Terms;
- your breach of the Privacy Policy;
- your misuse of the Website, services, applications, or tools;
- your violation of applicable laws; or
- your infringement of any third-party rights.
Intellectual Property Warranty
illuxi represents and warrants that:
- the Website does not knowingly infringe any third-party intellectual property rights;
- illuxi has the necessary rights to provide access to the Website; and
- a user’s authorized use of the Website will not, by itself, infringe any third-party intellectual property rights.
Disclaimer of Warranties
illuxi does not guarantee that the Website will operate uninterrupted, be error-free, or always be available.
The Website is provided on an “as is” and “as available” basis, with all faults and defects.
To the fullest extent permitted by law, illuxi disclaims all express or implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Content published by third parties on the Website remains the sole responsibility of the party publishing it. illuxi does not verify, endorse, or guarantee the accuracy, completeness, or reliability of such content.
Limitation of Liability
Liability Cap
Except in cases of fraud, gross negligence, or willful misconduct, the aggregate liability of either party arising out of or relating to these Terms or the Privacy Policy shall not exceed the greater of:
- CAD $100; or
- The total amount paid by you to illuxi during the twelve (12) months immediately preceding the event giving rise to the claim.
The existence of multiple claims shall not increase this limit.
Exclusion of Certain Damages
To the fullest extent permitted by law, neither party shall be liable to the other for:
- lost profits;
- lost revenues;
- indirect damages;
- consequential damages;
- incidental damages;
- special damages; or
- punitive damages, arising out of or relating to these Terms, regardless of the legal theory asserted, even if advised of the possibility of such damages, except where prohibited by applicable law or in cases of gross negligence or willful misconduct.