Last Modified: September 21, 2021
to you (“you” or “your”) for use pursuant to and subject to a Software as a Service (SaaS) Agreement (the “SaaS
Agreement”) between Distilled Technologies Inc. ("Provider", "we", or "us") and your employer, school, or other
person or entity who is authorized to use the Cloud Services (“Customer”).
(a) "Aggregated Statistics" has the meaning set forth in Section 2(d).
(b) "Authorized User" means you and has the meaning set forth in the SaaS Agreement
that are detailed on Provider's website at https://affinity-learning.ca/ and reflected in the Customer's Quote.
(d) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form
or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other
Authorized User through the Cloud Services.
(e) "Documentation" means any of Provider's end user documentation relating to the Cloud Services available at
(f) "Provider IP" means the Cloud Services, the Documentation, and all intellectual property provided to you in
connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any
information, data, or other content derived from Provider's monitoring of your access to or use of the Cloud
Services, but does not include Customer Data.
(g) "Third-Party Products" means any products, content, services, information, websites, or other materials that
are owned by third parties and are incorporated into or accessible through the Cloud Services.
2. Authorization and Restrictions.
(a) Authorization. Subject to and conditioned on Customer’s payment of fees and your compliance with all other
authorizes you to access and use the Cloud Services and such Documentation as Provider may supply or make
available to you for Customer’s internal business purposes in accordance with the SaaS Agreement. This
authorization is non-exclusive and non-transferable. The foregoing authorization will terminate immediately on
the earlier to occur of: (i) the expiration or earlier termination of the SaaS Agreement between Provider and
Customer; or (ii) your ceasing to be authorized by Provider or Customer (as an Authorized User) to use the Cloud
Services for any or no reason.
Section 7 (Indemnification) and Section 8 (Limitations of Liability), and any right, obligation, or required
to survive termination or expiration of the agreement between the parties, will survive any such termination or
(b) Use Restrictions. You shall not, and shall not permit any other party to, use the Cloud Services, any
software component of the Cloud Services, or Documentation for any purposes beyond the scope of the access
party to: (i) copy, modify, or create derivative works of the Cloud Services, any software component of the
Cloud Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense,
assign, distribute, publish, transfer, or otherwise make available the Cloud Services or Documentation except as
otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part;
(iv) remove any proprietary notices from the Cloud Services or Documentation; (v) use the Cloud Services or
Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any
intellectual property right or other right of any person, or that violates any applicable law, regulation, or
rule; or (vi) use the Cloud Services or Documentation for purposes of competitive analysis of the Cloud Services
or Documentation, the development of a competing software product or service or any other purpose that is to the
Provider’s commercial disadvantage.
(c) Compliance Measures. The Cloud Services may contain technological copy protection or other security features
designed to prevent unauthorized use of the Cloud Services, including features to protect against use of the
Cloud Services beyond the scope of the authorization granted herein or prohibited herein. You shall not, and
shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such
copy protection or security features.
your use of the Cloud Services and collect and compile data and information related to your use of the Cloud
Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and
performance information related to the provision and operation of the Cloud Services ("Aggregated Statistics").
As between Provider and you, all right, title, and interest in Aggregated Statistics, and all intellectual
property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may
compile Aggregated Statistics based on Customer Data input into the Cloud Services. You agree that Provider may
(i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated
Statistics to the extent and in the manner permitted under applicable law.
any intellectual property rights or other right, title, or interest in or to the Provider IP.
your access to any portion or all of the Cloud Services if: (i) Provider reasonably determines that (A) there is
a threat or attack on any of the Provider IP; (B) your use or Customer's use or any other Authorized User's use
of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of
Provider; (C) you or Customer or any other Authorized User is using the Provider IP for fraudulent or illegal
activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course,
made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of
any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of
the Cloud Services to you or Customer or any other Authorized User is prohibited by applicable law; (ii) any
vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or
products required to enable you to access the Cloud Services; or (iii) Customer fails to make any payment for
fees when due (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider
will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other
consequences that you or Customer or any other Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities.
(a) Acceptable Use Policy. The Cloud Services may not be used for unlawful, fraudulent, offensive, or obscene
regulations, and all guidelines, standards, and requirements that may be posted at the following URL:
https://app.affinity-learning.ca/terms from time to time.
(b) Account Use. You are responsible and liable for all uses of the Cloud Services and Documentation resulting
from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation
(c) Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide licence to reproduce,
distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer
Data as may be necessary for Provider to provide the Cloud Services to Customer, and a non-exclusive, perpetual,
irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display
Customer Data incorporated within the Aggregated Statistics. The licences granted by you to Provider in regard
to Customer Data shall apply only to the extent that your authorization to use such Customer Data allows you to
grant such licence. You will ensure that Customer Data and your use of Customer Data will not violate any policy
for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials
associated with the Cloud Services confidential. You will not sell or transfer them to any other person or
entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of these Terms of
Use, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance
within the Cloud Services by website link or otherwise. If you do not agree to abide by the applicable terms for
any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
is subject to change as described therein. By accessing, using, and providing information to or through the
actions taken by us with respect to your information in compliance with the then-current version of our Privacy
5. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest,
including all intellectual property rights, in and to the Cloud Services and (b) you are authorized to use the
Customer Data. If you send or transmit any communications or materials to us by mail, email, telephone, or
otherwise, suggesting or recommending changes to the Cloud Services, including without limitation, new features
or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such
Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, all right, title,
and interest in, and we are free to use, without any attribution or compensation to you or any third party, any
ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any
purpose whatsoever, although we are not required to use any Feedback.
6. Limited Warranty and Warranty Disclaimer.
(a) Customer Warranty. You warrant that you are authorized to use the Customer Data and that both the Customer
(b) THE CLOUD SERVICES ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES
ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD
SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S
REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR
OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL
CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. PROVIDER STRICTLY DISCLAIMS ALL
WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
7. Indemnification. You shall indemnify, hold harmless, and, at Provider's option, defend Provider and its
officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses,
damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines,
costs, or expenses of whatever kind, including legal fees ("Losses") arising from or relating to any from any
third-party claim, suit, action, or proceeding ("Third-Party Claim") (i) that the Customer Data, or any use of
intellectual property rights; or (ii) based on your negligence or wilful misconduct or use of the Cloud Services
Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at
its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by
counsel of its own choice.
8. LIMITATIONS OF LIABILITY. IN NO EVENT WILL PROVIDER OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE
OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE,
FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b)
INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR
REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR
SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. YOU
ARE PROVIDED THE SOFTWARE UNDER THE SAAS AGREEMENT BETWEEN PROVIDER AND CUSTOMER, SOLELY FOR THE BENEFIT OF
CUSTOMER AND AT CUSTOMER’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE SAAS AGREEMENT
INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY PROVIDER OR ITS AFFILIATES, OR ANY
OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE
SOFTWARE SHALL BE SOLELY TO CUSTOMER UNDER THE SAAS AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET
FORTH THEREIN. The exclusions and limitations in this Section 8 do not apply to the parties' obligations under
9. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify these
modifications through notifications or posts on https://app.affinity-learning.ca/. You are responsible for
reviewing and becoming familiar with any such modifications. Your continued use of the Cloud Services after the
effective date of the modifications will be deemed acceptance of the modified terms.
10. Export Regulation. The Cloud Services may be subject to Canadian export control laws. You shall not,
directly or indirectly, export, re-export or release the Cloud Services to, or make the Cloud Services or
Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited
by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and
complete all required undertakings (including obtaining any necessary export licence or other governmental
approval), before exporting, re-exporting, releasing or otherwise making the Software available outside Canada.
of Ontario and the federal laws of Canada applicable therein.