Ascentify Learning Media Inc. provides its BusinessWeek Business as a Second Language service to you subject to the following Terms and Conditions of Use Agreement. Please read this agreement carefully!
Definition of BusinessWeek Business as a Second Language.
Ascentify is the creator and provider of a service ("BusinessWeek Business as a Second Language" hereafter known as “BSL”) that permits users to select proprietary content consisting of licensed and original audio, video and text content (collectively, the "Ascentify Content") through means including but not limited to (i) Ascentify's BSL site, www.businessweekbsl.com, and such other or successor domain names as may be operated, acquired, or used from time to time by Ascentify (collectively, "BSL Site"), (ii) wired and wireless connections, and (iii) telephony based networks; and to playback such Ascentify Content on a computer or Ascentify ready hardware device ("Device") using Ascentify's proprietary Practice Player Software application (or other third party software application specifically approved by Ascentify that meets the then-current Ascentify ready specifications) and/or any other software the user accesses, downloads, or otherwise receives for use in connection with BSL, including but not limited to Beta (pre-release) versions thereof (collectively, the "Ascentify Software"). For certain business partners and affiliates of Ascentify, BSL also includes distribution of Devices and other goods, production services for the creation of digital audio from text, audio, and video materials, and the creation of private distribution channels for delivery of proprietary audio, Ascentify Content, and/or special aggregations or versions of Ascentify Content.
Privacy.
BSL Privacy Policy is expressly incorporated herein by reference and made a part of this Agreement.
Your Information.
You agree to provide current, complete, and accurate information required to complete your registration with BSL and at other points as may be required in the course of using BSL (such information will be referred to herein, collectively, as "Registration Data"). You further agree to maintain and update Registration Data as required to keep it current, complete, and accurate. You shall not use a false or misleading name or a name that you are not authorized to use. If any information you provide is false, incomplete, or inaccurate, we may terminate your rights to any or all of BSL. If the information you provide is fraudulent, you may also be subject to criminal and/or civil liability. You agree that we may store and use Registration Data you provide (including credit card information) for use in maintaining your accounts and billing Ascentify fees to your credit card.
User Account, Password, and Security.
Account and Password.
As a registered user of BSL, you may receive or establish one or more passwords and accounts ("BSL Account(s)"). You are solely responsible for maintaining the confidentiality and security of your passwords and BSL Accounts. You may not divulge your password to anyone else or use anyone else's password or BSL Account. You are entirely responsible for all activities that occur on or through your BSL Account(s), and you agree to notify us immediately about any unauthorized use of BSL Accounts or any breach of security. You agree that we will not be responsible for any losses incurred in connection with any misuse of passwords and you further agree that we will have no responsibility whatsoever for your failure to comply with this Paragraph. Your breach of this Paragraph may result in immediate termination of your BSL Account(s), and may also subject you to criminal or civil liability.
Security, Cracking and Hacking.
You shall not violate or attempt to violate the security of BSL. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; or (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation which may be transferred to your computer via BSL.
Profiles, Reviews and Other User Content.
Users may post reviews of any BSL content, recommendations, lists of books and other content, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." If you post any content or submit any material, and unless we indicate otherwise, you grant Ascentify a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Ascentify and our sublicensees the right to use the name that you submit in connection with such content, if we choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post, that the content is accurate, that use of the content you supply does not violate this policy and will not cause injury to any person or entity, and that you will indemnify Ascentify for all claims resulting from content you supply. Ascentify has the right but not the obligation to monitor and edit or remove any activity or content. Ascentify takes no responsibility and assumes no liability for any content posted by you or any third party.
Grants of Licenses
Ascentify Content License.
When you "download to Practice" (referred to herein, collectively as "Subscribe") Ascentify Content from BSL, Ascentify grants you a limited, revocable, non-exclusive, non-transferable license to download such Ascentify Content to your computer and/or your Device(s) solely for your personal non-commercial use. You shall not copy, reproduce, distribute or use the Ascentify Content in any other manner. You shall not sell, transfer, lease, modify, distribute or publicly perform the Ascentify Content in any manner and you shall not exploit it commercially. Do not (A) decompile, disassemble, or reverse engineer the Ascentify Content or attempt to do so; or (B) modify the Ascentify Content or create any derivative works therefrom. This license to the Ascentify Content you subscribe to will continue for as long as your copy of Ascentify Content exists pursuant to and in accordance with the terms and conditions of this Agreement.
BSL Site Access License.
Ascentify grants you a limited, revocable, non-exclusive, non-transferable license to access and make personal non-commercial use of the BSL Site and not to download (other than page caching) or modify all or any portion of the BSL Site. This license does not include any resale or commercial use of the BSL Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the BSL Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The BSL Site and/or any portion of the BSL Site may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without our express written consent. You shall not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Ascentify, its content providers or its affiliates without express written consent. You shall not use any Meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. You are granted a limited, revocable, non-exclusive, non-transferable right to create a hyperlink to the home page of the BSL Site so long as the link does not portray us, our content providers, our affiliates, or our products or services in a false, misleading, derogatory or otherwise offensive manner. You may not use any Ascentify logo or other proprietary graphic or trademark as part of the link without express written permission.
No Other License.
Except as expressly stated herein, no rights or licenses are granted hereunder.
Subscription Cancellation.
With respect to any Subscriptions purchased, if you cancel your Subscription before the initial term of your Subscription has expired, you may be entitled to a refund depending upon whether there is a shorter subscription available for the relevant Ascentify Content. You will be obligated to pay based upon the subscription term length closest to the number of months your Subscription was active. For example, if you signed up for a twelve (12) month Subscription and wish to cancel after five (5) months, then: (A) if a six (6) month Subscription term is available, you would be charged for a six (6) month Subscription and refunded the difference between the twelve (12) month and six (6) month Subscriptions, or (B) if only a twelve month term is available, then you would be charged for the twelve (12) month Subscription.
Availability of Ascentify Content.
We will exercise reasonable efforts to provide the Ascentify Content in a timely manner. On occasion, technical or supplier problems may delay or prevent delivery. You acknowledge and agree that availability of Ascentify Content that is not yet created at the time of acceptance of this Agreement (such as time-dated programming) is subject to the creation of such programs by the supplier. Your exclusive and sole remedy with respect to Ascentify Content that is not delivered within a reasonable period will be replacement of such Ascentify Content with comparable programs or a pro rata extension of the applicable subscription period.
Intellectual Property.
Removal of Ascentify Content or other Materials.
Notwithstanding any other provision of this Agreement, we reserve the right to remove or disable access to any Ascentify Content or other materials comprising a part of BSL that violate or otherwise allegedly infringe on the copyright or other intellectual property or proprietary rights of any person, company or other entity. We will in no event be liable for the good faith removal of or disabling of access to any such Ascentify Content or materials under this Agreement.
Copyrights.
All copyrights in and to BSL materials including but not limited to the BSL Site (including the compilation of content, postings, links to other Internet resources and descriptions of those resources), Ascentify Content, Subscriptions, Ascentify Software, or any parts of or content within the BSL Site, Ascentify Content, Subscriptions and Ascentify Software, are owned by Ascentify and/or its suppliers and/or licensors. THE USE OF ANY SOFTWARE OTHER THAN WEB BROWSERS AND ASCENTIFY SOFTWARE ON OR IN CONNECTION WITH BSL, SUCH AS PRODUCTS THAT DOWNLOAD THE BSL SITE OR ANY OF THE PAGES OF THE BSL SITE, IS STRICTLY PROHIBITED AND INFRINGES ON THE COPYRIGHTS IN AND TO BSL MATERIALS. REPRODUCTION OR USE OF BSL MATERIALS IN A MANNER OTHER THAN AS SPECIFIED IN THIS AGREEMENT MAY SUBJECT YOU AND OTHERS TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
Digital Millennium Copyright Act.
We respect the intellectual property of others. If you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please follow the procedure set forth in our Digital Millennium Copyright Act Notice Policy, which is expressly incorporated herein by reference and made a part of this Agreement.
Trademarks.
Ascentify, Ascentify.com, neurolanguage, neuroLanguage Practice Player, BusinessWeek Business as a Second Language, businessweekbsl.com and other Ascentify trademarks, service marks, graphics and logos used in connection with BSL are trademarks or registered trademarks of Ascentify Learning Media Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics and logos used in connection with BSL are the trademarks of their respective owners. You are granted no right or license with respect to any of the aforedescribed trademarks or service marks and any unauthorized use is strictly prohibited.
Termination
Termination By Ascentify.
If you fail, or we suspect that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of Ascentify Fees due, failure to provide Ascentify with accurate and complete Registration Data, failure to safeguard your Ascentify Account information and password, or violation of the Ascentify Content License or the BSL Site Access License or any license to Ascentify Software, Ascentify, at its sole discretion, may: (A) terminate this Agreement and/or your BSL Account and you will remain liable for all amounts due under your BSL Account up to and including the date of termination; and/or (B) terminate the Ascentify Content License, the BSL Site Access License and/or licenses to Ascentify Software; and/or (C) preclude access to BSL (or any part thereof). We will notify you if we take any of the foregoing actions.
Termination of BSL.
We reserve the right to modify, suspend or discontinue BSL (or any part thereof) or any Ascentify Content (or any part thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights. In the event that we exercise such right, you may be entitled to a refund, in our sole discretion, depending upon Purchases you have made from BSL.
No Responsibility for Third Party Materials or Web sites.
Certain content, Ascentify Content, products and services available via BSL may include materials from third parties. In addition, we may provide links to certain third party Web sites. With respect to such material, we are a distributor, not a publisher. You acknowledge and agree that we have little or no control over, and are not responsible for examining or evaluating the content or accuracy of any such third party material or Web sites. Ascentify does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or Web sites, or for any other materials, products or services of third parties. Links to other Web sites are provided solely as a convenience to you.
Limited Express Warranty.
Except as expressly provided herein, BSL is provided "AS IS" and "AS AVAILABLE". BSL is only warranted as stated below:
Ascentify warrants that the media in which the Ascentify Content is provided will be free from material defects on delivery. If you find a defect in Ascentify Content, your sole remedy (provided you meet the registration, technical and payment requirements for use of BSL) is to call your local BSL provider who will consult with you on proper downloading procedures and hardware requirements. If, thereafter, you are still unable to download a working copy of Ascentify Content, you may attempt at a later time to download a new copy of the Ascentify Content.
Ascentify warrants that the Ascentify Content that you license directly through BSL will be of a quality suitable for human listening and will consist of the Ascentify Content that was offered via BSL, if obtained pursuant to Ascentify's instructions using equipment that is in good operating condition and meets the specifications for BSL as provided by Ascentify. In the event the Ascentify Content is incomplete or not as warranted above, Ascentify will provide you with replacement Ascentify Content or a credit on your Ascentify Account for the defective material, as determined by Ascentify in its sole discretion, if you advise Ascentify of the defect within seven (7) days of first downloading the material by contacting your local BSL provider customer service. You will be asked to document the defect.
There is no warranty, express or implied, on the content, quality, or technical compatibility of audio materials and information services downloaded through BSL but not under the control of Ascentify.
The foregoing warranties do not cover defects caused by viruses, disabling codes, accident, mishandling, misuse, improper installation, service or maintenance, modification of the Ascentify Software or Ascentify Content or the media on which the Ascentify Software and Ascentify Content are furnished, or the user's lack of the necessary hardware/software.
NO ASCENTIFY EMPLOYEE, AGENT, DEALER, DISTRIBUTOR, OR RESELLER IS AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THE WARRANTIES STATED IN THIS PARAGRAPH. THE EXPRESS WARRANTIES STATED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.
Limitation on Liability.
IN NO EVENT SHALL ASCENTIFY HAVE ANY LIABILITY WHATSOEVER FOR ANY LOST PROFITS, RECORDS OR DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES, INCLUDING WITHOUT LIMITATION, DAMAGES THAT MAY HAVE BEEN CAUSED BY A VIRUS OR OTHER DATA CORRUPTION PROBLEM RESULTING FROM ACCESS TO, DOWNLOADING FROM OR USE OF BSL. IN NO EVENT SHALL ASCENTIFY HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF ANY MISUSE OF PASSWORDS OR BSL ACCOUNTS OR ARISING OUT OF ITS GOOD FAITH REMOVAL OR DISABLING OF ANY ASCENTIFY CONTENT. SUBJECT TO THE AVAILABILITY OF THE ASCENTIFY CONTENT AND ASCENTIFY'S LIMITED EXPRESS WARRANTY HEREIN, ASCENTIFY IS NOT RESPONSIBLE FOR ANY CLAIMS INVOLVING THE TIMELINESS, ACCURACY, COMPLETENESS, OR RELIABILITY OF THE ASCENTIFY CONTENT YOU DOWNLOAD OR OTHERWISE ACCESS FROM OR THROUGH ASCENTIFY.
WITH RESPECT TO ANY CAUSE OF ACTION BROUGHT UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO TORT AND CONTRACT, IN NO EVENT SHALL ASCENTIFY OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING IN CONNECTION WITH OR RELATED TO USE OR INABILITY TO USE BSL ACCOUNT(S), ASCENTIFY SOFTWARE, ASCENTIFY CONTENT OR BSL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ASCENTIFY BE LIABLE FOR ANY DIRECT DAMAGES ARISING IN CONNECTION WITH BSL (OR ANY PART THEREOF) IN EXCESS OF THE GREATER OF: (A) THE PRICE PAID BY YOU FOR THE PARTICULAR SOFTWARE OR CONTENT GIVING RISE TO THE DAMAGE, OR (B) TWO HUNDRED FIFTY DOLLARS (US$250).
Some states do not allow the exclusion of implied warranties or incidental or consequential damages, so the above exclusion thereof may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights that vary from state to state.
Indemnity.
You agree to indemnify and hold harmless Ascentify, its affiliates, subsidiaries, shareholders, officers and directors, agents, employees, and partners from any third party claim or demand, including reasonable attorneys' fees for damages and/or costs due to or arising out of your breach of this Agreement and/or your use of BSL, Ascentify Software, Devices and/or the Ascentify Content.
Governing Law.
The Terms of Service and the relationship between you and Ascentify shall be governed by the laws of the province of Ontario and Canada without regard to its conflict of law provisions. You and Ascentify agree to submit to the personal and exclusive jurisdiction of the courts located within the province of Ontario, Canada.
Language.
The parties hereto have agreed that this Agreement and any of its accessories, including notice, be written in the English language.
Changes.
We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of BSL. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means including by posting to the BSL Site. Your continued use of the BSL Site following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
Consistent with the Digital Millennium Copyright Act, if you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please send an e-mail or written notice to our designated agent for notices of infringement and provide the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of where the material that you claim is infringing is located on the BSL Site;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Claims of copyright infringement must be directed to: By mail: Ascentify Corporation, 44 Byward Market Square, Suite 250, Ottawa, Ontario, K1N 7A2, CANADA. By phone: +1 613-244-1115. By email: .