These Terms apply to all Phyt Inc. (“Phlyt”) products, including Phlyt’s product Core Academy – an innovative platform (“App” or “Apps”) that enables Phlyt’s Partners (“Partners”) to build training courses which include education materials, quizzes, tests and other assessments (“Training”) using the App.
Background: The Training built by Phlyt’s Partners’ assist companies (“Company” or “Companies”) to satisfy their Training obligations in regard to employees, consultants and agents (“Trainees”) in various industries.
Once the Partner onboards the Company to the App, the Company and/or Partner will upload the emails addresses to the App for those Trainees who are to complete the designated Training. For purposes of these Terms of Service, each of the Companies and Trainees are “End Users”.
Because the Partner has the expertise in the industry, Partner has the primary relationship with the Companies and not Phlyt. Phlyt simply provides the platform to deliver the Training and host the data. Phlyt does not develop and is not responsible for the Training and does not manage and is not part of the relationship between the Companies and Partner.
We offer the Training and other services, including our Apps (the “Service” or “Services”) to the End User, which are conditioned on your agreement to adhere to the following Terms of Service without modification of any kind. Different Services are offered for different fees.
For Trainees, when you sign into the App, you are scheduled to take the Training that has been assigned to you by your Company.
For Companies, when you sign into the App, you can see all data associated with Trainees completing their assigned Training, including assessment scores. Also, as a Company, you can add and remove Trainees as well as assign what additional Training Trainees should take. Phlyt will store Training related data for a Company during the duration of their subscription to the App.
Phlyt will be the sole publisher of the App.
Fees and payment terms are different for different Services. Fees payable are determined by the Partner and to be set out in the Agreement between the Partner and Company. Partner advises Phlyt what fees are to be charged to the End User and Phlyt invoices the End User for such fees and such fees are payable to Phlyt.
Phlyt will charge the Company or associated Partner to store Training records associated with each Trainee. This fee is due monthly based on the number of Trainees in the App, and such fees are set out in the agreement between the Partner and the Company
End Users will be charged a fee for participating in an offered course. For each End User that signs up for and participates in a course and for which Phlyt
has been paid by the End User, such amounts payable shall be paid prior to or at the time the course starts.
Prices for the End Users attending a course, and fees we initially charge hereunder are set out in the agreement between the Partner and the Company but subject to change upon 30 days’ notice. Such notice may be provided at any time by posting the changes to the Site or through the Service itself
Once the Services are selected, the fees are non-cancelable and non-refundable. There will be no refunds or credits for setup fees, partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open subscription. All fees are exclusive of all taxes and you shall be responsible for payment of all such taxes, levies, or duties. Prices for the Service are subject to change upon 30 days’ notice. Such notice may be provided at any time by posting the changes to the Site or through the Service itself. There will be no refunds or credits for failed, postponed or cancelled courses, except where such failure, postponement or cancellation is solely our fault.
In connection with your use of the Service, you agree and represent as follows:
You are of legal working age for your province and are otherwise capable of forming a legally binding contract.
You expressly agree to be contacted via Email and push notifications by Phlyt, Core Academy Partners and related third parties for the purposes of providing information on the Services and for other products and services we think you may be interested in.
By using the Service, you are granting us and our Partners (and any service providers or Providers used by us) permission to access your account, your scores, Training progress and work, together with any messages, data, information, text, graphics, audio, video or other material and content of any kind posted/uploaded/transmitted to or through the Service using your account for purposes of ensuring compliance with this Agreement, compliance with Training, progress in completing Training and identifying any issues or concerns with your progress or around the Training generally as well as compliance with applicable laws.
Phlyt provides the platform that hosts the data. Phlyt, Partner and associated service providers (such as data storage providers), have rights to access and use the data as set forth in this Agreement and as otherwise permitted or required by law. Companies can request Phlyt delete all End User data relating to Company’s Trainees. Phlyt may communicate that request to the Partner. Subject to concerns raised by Partner, Phlyt will use reasonable efforts to comply and supply Company with a final copy of the related End User data in a format determined by Phlyt before deletion. Trainees who wish to have their End User data deleted must direct such inquiry to Company and, if Company approves, Company will so direct Phlyt.
The Partner is responsible for the integrity of all End User data and all questions and concerns surrounding the sufficiency, accuracy, results or use of such End User data should be directed to the Partner.
By connecting with a third-party service (e.g., Facebook, Twitter, LinkedIn, Google+), you give us express permission to access and use your information from that service as permitted by that third-party service, as stated in our Acceptable Use Policy.
All Training material is owned by the associated Partner. You expressly agree that Phlyt: (a) will not be liable for Training materials or End User contact; and (b) reserve the right to review, reject, delete, remove, modify, or edit any Training materials or End User content at any time for any reason, without liability and without notice to you. We reserve the right but are not obligated, to remove Training content or End User content from the Service for any reason; including Training content or End User content that we believe violates these Terms or our Acceptable Use Policy below.
Each End User agrees to the terms of the Acceptable Use Policy set out at the end of these Terms of Service. In addition, you covenant and represent that you will not use this Service in violation of the law or these Terms of Service. While we are not under any obligation to monitor the content provided by associated Partners, we may, in our sole determination, remove any content that we deem objectionable, offensive, unlawful or in violation of these Terms of Service.
End Users shall not upload, post or otherwise make available on the Service any works or material protected by copyright, trademark or other proprietary right without the express written permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any works or material are not so protected rests entirely with you. End Users are liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all works or material submitted by you to the Service, you automatically grant, or warrant that the owner of such material has expressly granted us a royalty-free, perpetual, irrevocable, worldwide, fully-paid up license to use, reproduce, create derivative works, publicly distribute, publicly perform, publicly display, assume any sound recording rights or moral rights of attribution or integrity, transmit, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed (including, without limitation, print and electronic form, media and technology) for the full term of any copyright that may exist in such works or materials.
Companies promise and agree that they will not use the Training materials outside the App.
Phlyt provides the platform that hosts the Training and the data. Phlyt does not create the Training materials nor is Phlyt involved in the assessment of Trainees or the interpretation of the responses by Trainees, and Phlyt is not responsible or liable for any of the foregoing nor for any data loss or compromise of data integrity.
We intend that the information contained in our Service be accurate and reliable; however, errors sometimes occur. From time to time, we may issue an update to the Service which may add, modify, and/or remove features from the Service. These updates may be launched automatically with no notice, although we may make reasonable efforts to notify you in advance of an upcoming update.
THE SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS.” WE AND/OR OUR SUPPLIERS, LICENSORS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. USE OF OUR SERVICE IS AT YOUR OWN RISK. WE DISCLAIM ANY WARRANTY REGARDING THE PROFITABILITY OF TRANSACTIONS EXECUTED ON THE SERVICE OR THE RESULTS TO BE OBTAINED FROM THE USE OF THE INFORMATION ON THE SERVICE, AND INFORMATION ON THE SERVICE IS NOT INTENDED TO PROVIDE LEGAL, FINANCIAL, ACCOUNTING, TAX OR OTHER ADVICE, AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE.
WE ARE NOT LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES (COLLECTIVELY, THE “DAMAGES”), ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICE INCLUDING WITHOUT LIMITATION DATA LOSS, DATA COMPROMISE OR LACK OF DATA INTEGRITY. THIS PROVISION ENTITLED “LIMITATION OF LIABILITY” APPLIES REGARDLESS OF: (A) OUR NEGLIGENCE; (B) OUR GROSS NEGLIGENCE; (C) ANY FAILURE OF AN ESSENTIAL PURPOSE; AND (D) WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THIS PROVISION ENTITLED “LIMITATION OF LIABILITY” APPLIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. WE ARE NOT RESPONSIBLE AND NOT LIABLE FOR ANY INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY OTHER WEB SITES THAT LINK TO OR FROM THE SERVICE. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR DELAYS OR OTHER TECHNICAL PROBLEMS BEYOND OUR REASONABLE CONTROL.
Each End User agrees to indemnify, defend and hold harmless Phlyt, and its officers, directors, employees, agents, contractors and suppliers from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys’ fees, arising from or related to: (a) the End User data it provides or approves for publication; (b) the End User’s use of the Service; and (c) such End User’s breach of these Terms of Service. In such instances where the End User is a Company, the Company is also responsible and liable for the actions of its Trainees pursuant to this Section and for all such other obligations under these Terms of Service.
Our Service may be integrated with services provided by third parties as part of the functionality of the Service including cloud providers (such as AWS) and third-party authentication services (such as through Google). You understand that we do not have control over third parties and that such third parties are not agents of Phlyt. As such, we make no guarantees about and assume no responsibility for the information or services provided by third parties. You acknowledge and agree that we make no representation or warranty about, and do not endorse, third party’s products or services or the information provided by third parties, whether through the Service or otherwise. Accordingly, we are not responsible for your use of any third-party product or service or any harm or losses arising from or relating to your use of any third-party products or services. You should contact the third party with any questions about their products and services. Phlyt hereby disclaims and you hereby discharge, waive and release Phlyt and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services.
The App and related Services may be protected by copyright, trademark, and other laws of Canada, United States, and foreign countries. Phlyt exclusively owns all right, title and interest in and to the App and related Services, including all associated intellectual property rights. Without limiting the foregoing, you may not duplicate or reuse any portion of the HTML/CSS or visual design elements of the App or related Services without express written consent from Phlyt.
These Terms of Service shall be governed by the laws of the Province of Ontario. Any disputes resulting from these Terms and Conditions shall be finally resolved by a court of competent jurisdiction within Toronto, Ontario, Canada.
IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE OR TO ANY CHANGES MADE IN THESE TERMS, YOU ARE NOT ALLOWED TO USE THE SERVICE.
Phlyt takes the safety and security of End Users very seriously. As such, participants in the Services and members of Phlyt agree to abide by the terms of this policy.
Updated on April 9, 2021.