These terms and conditions (the Terms and Conditions, including the Privacy Policy and other documents referred to in these terms and conditions (the Agreement), is a legal agreement between you (hereinafter, you or your) and Utter Vision., hereinafter referred to Utter Vision (Utter Vision), respecting your use of the Services as described herein.
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, AND THEREAFTER BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT, DO NOT ACCESS OR USE THE UTTER VISION RESOLUTION.
Except where prohibited by applicable law, Utter Vision may change the terms and conditions of this Agreement at any time by posting updated terms on the Uttervision website. You are responsible for monitoring the Utter Vision website for any such changes and reviewing such changes. Your continued access to or use of the Utter Vision after any changes to the Agreement indicates your acceptance of such changes. If you have any questions or concerns about the terms of this Agreement, please contact us at info@uttervision.com.
“Access Information” has the meaning set out in Section 6.
“Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.
“Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority
“Application” has the meaning set out in Section 2(a)(ii).
“Utter Vision Solution” means the Utter Vision website and the Services, including the Content therein, as modified from time to time.
“Confidential Information” means information considered confidential or proprietary by Utter Vision, including the Utter Vision Solution, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any Utter Vision service, Utter Vision software, website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
“Content” has the meaning set out in Section 2(a)(i).
“De-identified Data” has the meaning set out in Section 5.
“Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over Utter Vision, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities
“Party” means each of Utter Vision and you, and “Parties” means Utter Vision and you collectively.
“Personal Information” means information about an identifiable individual.
“Privacy Policy” has the meaning set out in Section 4(e).
“Program” means a study program, language programs, summer camps, including one of the academic programs or a program specifically designed to transition international students (sometimes referred to as a pathway program), offered by the Utter Vision Partners.
“Recruiter” means any individual or entity that you engage to represent you to submit an Application using the Utter Vision Solution.
“Services” has the meaning set out in Section 2.
"Submission” has the meaning set out in Section 11(a).
“Terms and Conditions” has the meaning set out in the first paragraph of these terms.
“Your Data” has the meaning set out in Section 4(a)(i).
Utter Vision’s services described in this Section 2 (collectively referred to as the “Services”) consist of the following:
Utter Vision will provide access to certain information, material or content (including, pricing, features, promotion and information of third parties) contained on or provided through the Utter Vision website (the “Content”) to provide information to assist you through the process of becoming a student at certain Utter Vision Partners within Canada, the U.S., Australia, Schengen, Russia, India and Brazil including Program information;
Utter Vision will provide you with the ability to input Your Data into the Utter Vision Solution and will act as an intermediary to pass Your Data to the applicable Utter Vision Partners in order to enable you to apply to Programs offered by such Utter Vision Partners (each, an “Application”); and
Utter Vision will facilitate an Application, on a case-by-case basis, including through as applicable, by assisting you with communications with the applicable Utter Vision Partners, passing through Application fees and other payments associated with an Application, and providing guidance and advice associated with an Application.
Please note that the Services, as described above, are subject to the terms and conditions in this Agreement, and in particular the “Disclaimers” set out in Section 17 below.
Subject to the terms and conditions in the Agreement and any restrictions contained in the Content, Utter Vision hereby grants you a personal, non-exclusive, revocable, non-transferable license to access the Utter Vision Solution solely for the purposes of using the Services, view the Content, and submit an Application to Utter Vision Partners.
Your Data Must be Complete and Accurate
In order to use the Utter Vision Solution, you must
provide up-to-date complete and accurate Personal Information and other data submitted by you to the Utter Vision Solution or otherwise provided to Utter Vision, including name information, contact information, citizenship and legal status, gender, date of birth, email address, telephone number, home and mailing address, marital status, emergency contact information, financial information, education qualification, employment information, educational information, transcript, English or French test score, passport and/or other identification details, information required for visa application, including financial and medical information (“Your Data”), as requested by Utter Vision on Utter Vision's website, and as required to process your Application;
where payment is required, provide up-to-date, complete and accurate payment information as required by Utter Vision or Utter Vision's third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and
OBTAIN ALL RELEVANT PERMISSIONS FROM ANY AFFECTED THIRD PARTY, SUCH AS YOUR EDUCATIONAL INSTITUTION, FOR UTTER VISION TO COLLECT YOUR DATA.
Nothing herein transfers any ownership of Your Data to Utter Vision in its original form.
Without limiting the foregoing, Utter Vision does not assess Your Data for quality or otherwise. Utter Vision, Utter Vision Partners and other third parties to whom Utter Vision is permitted to pass Your Data under this Agreement, may rely on the accuracy of Your Data provided by you to the Utter Vision Solution.
Any feedback that you receive respecting Your Data is not as the result of any specific examination of the data by Utter Vision, or any judgment exercised by Utter Vision respecting Your Data, but rather is solely based on the compliance requirements of Utter Vision Partners
An integral part of the Utter Vision Solution entails the collection, processing, transmission and disclosure of Your Data by Utter Vision, Utter Vision Partners and their service providers, and you hereby specifically consent to:
Utter Vision’s provision of Your Data to any Utter Vision Partner, visa agencies, English and French test score organizations, professional bodies, service providers to Utter Vision (including our hosting providers and payment processors) as part of the provision of the Utter Vision Solution to you, and Governmental or Regulatory Authorities;
communications from Utter Vision (including e-mail communications, both marketing and informational) respecting the Utter Vision Solution, and Utter Vision’s products and services; and
collection, use and other processing activities as set out in Utter Vision’s 'Privacy Policy'
our Personal Information will be handled in accordance with Utter Vision’s Privacy and Cookies Policy accessible via the following link: https://www.uttervision.com/privacy-policy (the “Privacy Policy”). Notwithstanding the foregoing Utter Vision reserves the right at all times to disclose any Personal Information as it deems necessary to satisfy any Applicable Law, legal process or requirements of a Governmental or Regulatory authority.
You acknowledge that, due to the nature of the Utter Vision Solution, Your Data uploaded to the Utter Vision Solution may be hosted on servers residing in jurisdictions other than Canada, over which Utter Vision has no direct control. By using the Utter Vision Solution, Your Data may become, during the period that Your Data is hosted on such servers, subject to the Applicable Laws of the jurisdiction in which such servers reside or to the terms of agreements respecting the hosting of data on such servers.}
Utter Vision may also use itself or provide to third parties, Your Data, and any data regarding your use of the Utter Vision Solution, in aggregated form, in a manner that does not identify you (“De-Identified Data”), subject to Utter Vision’s Privacy Policy, for Utter Vision’s business uses, including for the purposes of enhancing and fixing the Utter Vision Solution, performing analytics, marketing the Utter Vision Solution to third parties, and selling such De-Identified Data for profit. Utter Vision will own any and all intellectual property rights in the output of Utter Vision’s use of any such De-identified Data.
Utter Vision will provide you with certain information to allow you to use the Utter Vision Solution, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives to obtain access to the Utter Vision Website using the Access Information.
You covenant, represent and warrant that:
you have reached the age of majority in your jurisdiction of residence and have the legal authority to create a binding legal obligation;
you will not permit anyone other than yourself or your authorized designate to obtain access to the Utter Vision Solution through your Utter Vision account or otherwise using your Access Information;
you will only use the Utter Vision Solution in accordance with this Agreement and Applicable Law;
you will comply with all applicable intellectual property laws in your use of the Utter Vision Solution and not infringe, violate or misappropriate the intellectual property rights of any third party;
you will comply with any Utter Vision Partner policies and procedures applicable to your Application;
Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify Utter Vision or update Your Data on the Utter Vision Solution;
to the extent that you engaged a Recruiter to provide Your Data on your behalf for the purposes of using the Utter Vision Solution: (A) that the Recruiter has a legitimate educational interest in access to your educational records and information (the “Educational Records”); and (B) in the U.S. the Recruiter may have access to such Educational Records subject to and in accordance with 34 F.R. 99.31(a)(1)(B);
you will not solicit any immigration or visa related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruiter unless you have confirmed that the Recruiter complies with Applicable Law in the country to which you are applying and, if required, confirming that the Recruiter has a registration pursuant to such Applicable Law;
you will not pay a related fee or other consideration to any unauthorized Recruiters for any immigration or visa related advice unless they have confirmed to you that they are qualified under Applicable Law;
you will be solely responsible for all activities with respect to the Utter Vision Solution undertaken by you or your designates;
you will not use the Utter Vision Solution to provide commercial services to, or for the benefit of, any third party;
you have the right and the authority to enter into this Agreement, to grant the rights and licences referred to in this Agreement, to use the Utter Vision Solution, and to post or upload any content to Utter Vision’s website or otherwise provide such content and Your Data to Utter Vision;
you have all legal rights necessary to use the Utter Vision Solution, both in the jurisdiction in which you are located and in the jurisdiction where the Utter Vision Partner you are applying to is located, including the right to access the Content, and the right to make the Application and provide Your Data;
you are not located in a country that is subject to a Canadian or U.S. Government embargo or sanctions that would prevent your from becoming a student;
you are not listed on any Canadian, Schengen, Russian, Indian, Brazilian, Australia or U.S. Governmental or Regulatory Authority lists of prohibited or restricted parties;
you agree to obtain all authorizations necessary from all third parties for your use of any third-party data in conjunction with the Utter Vision Solution;
you will ensure that your use of the Utter Vision Solution does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Utter Vision and other users of the Utter Vision Solution (including by ensuring that you do not upload any viruses or other harmful code in using the Utter Vision Solution or by placing an undue burden upon the CPUs, servers or other resources used to provide the Utter Vision Solution);
you will not in any way use the Utter Vision Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
you will not interfere with or in any manner compromise any of Utter Vision’s security measures;
you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Utter Vision Solution, including, the forms, Content delivery and display functionality of the Utter Vision website;
you will cooperate with Utter Vision and provide information requested by Utter Vision to assist Utter Vision and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and
you will comply with the terms and conditions of any agreements entered into between you and any third party (including the Utter Vision Partners, the service providers for any Internet services you use in conjunction with the Utter Vision Solution, and the hardware providers for any mobile device or other computing equipment through which you use the Utter Vision Solution), and to the extent that such agreements impose additional restrictions respecting your use of the Utter Vision Solution (whether by reason of usage limitations or otherwise), you will use the Utter Vision Solution in compliance with such restrictions.
You acknowledge that only certain Utter Vision Partners have agreements with Utter Vision to enable you to make an Application to such Utter Vision Partners through the Utter Vision Solution, and that not all educational study programs of such Utter Vision Partners may be offered as being Programs available to you using the Utter Vision Solution.
The Utter Vision Solution will be subject to the usage policies as provided to you by Utter Vision from time to time, including in electronic form by posting on Utter Vision’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies
You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Utter Vision Solution (except for Utter Vision’s computer systems and networks), including your choice and use of your Internet Service Provider.
You acknowledge and agree that Utter Vision cannot guarantee data integrity, and that it is solely your responsibility to back-up any of Your Data that you use in conjunction with the Utter Vision Solution.
The Utter Vision Solution is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner
You will not:
copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Utter Vision Solution, or any part thereof;
distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Utter Vision Solution, in whole or in part, to any third party on a temporary or permanent basis;
remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
use the Solution in any way inconsistent with the use parameters for the Utter Vision Solution;
attempt to hack the Utter Vision Solution or any communication initiated by or made through the Utter Vision Solution or to defeat or overcome any encryption or other technical protection methods implemented with respect to the Utter Vision Solution, data or Content or programming transmitted, processed or stored by Utter Vision or other users of the Utter Vision Solution;
collect any information or communication about the users of the Utter Vision Solution, by monitoring, interdicting or intercepting any process of or communication initiated by the Utter Vision website or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Utter Vision Solution or any computer system or that are designed to monitor, distort, delete, damage or disassemble the UtterVision Solution or its ability to communicate and perform the Services; or
authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in this Section 8, or attempting to do so.
Utter Vision reserves the right to change these Terms and Conditions at any time without notice. Your continued access to or use of the Utter Vision Solution after any changes to these Terms and Conditions indicates your acceptance of such changes. It is your responsibility to review these Terms and Conditions regularly.
Utter Vision reserves the right to change, suspend or discontinue the Utter Vision Solution at any time, including the availability of any Content at any time, and from time to time, without notice offered by Utter Vision.
Notwithstanding anything to the contrary herein, Utter Vision reserves the right to review Your Data stored in files or programs on Utter Vision’s servers to verify your compliance with this Agreement. Utter Vision has the right to edit or remove any of Your Data that, in Utter Vision’s sole discretion, Utter Vision believes may be unlawful, obscene, abusive, or otherwise objectionable.
Utter Vision may impose limits on the Utter Vision Solution or terminate or restrict your access to parts or all of the Utter Vision Solution without liability. Where feasible, Utter Vision will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Utter Vision will have no liability whatsoever for its failure to provide such notice to you.
Utter Vision reserves the right to revoke your access to the Utter Vision Solution for any abusive conduct or fraudulent use of the Utter Vision Solution and to cease the Utter Vision Solution temporarily or permanently, if your use of the Utter Vision Solution constitutes, in Utter Vision’s sole discretion, a threat to Utter Vision or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
Without limiting other remedies, Utter Vision may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Utter Vision Solution to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Utter Vision is unable to verify or authenticate any information you provides; or (c) Utter Vision believes that your actions may cause financial loss or legal liability for you, Utter Vision Partners, other users or Utter Vision. The above-described actions are not Utter Vision’s exclusive remedies and Utter Vision may take any other legal, equitable or technical action it deems appropriate in the circumstances. Utter Vision will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
You will cooperate with: (A) Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) Utter Vision Partners investigating academic fraud or other misdemeanours, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable Utter Vision to enforce the terms and conditions of this Agreement.
You will promptly and accurately report to Utter Vision any actual or apparent errors, problems, nonconformities or other difficulties with the Utter Vision Solution, along with any other information reasonably requested by Utter Vision to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by Utter Vision for the purposes of Utter Vision’s internal use to improve the Utter Vision Solution or other Utter Vision products or services.
Any suggestions, bug reports or other communications respecting the functionality of the Utter Vision Solution or Utter Vision’s website that you transmit to Utter Vision by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by Utter Vision or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the Utter Vision Solution or otherwise.
You hereby grant Utter Vision, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including for promoting, improving and developing the Utter Vision Solution. This provision does not apply to Personal Information that is subject to Utter Vision’s Privacy Policy.
You will pay all applicable fees in connection with the Utter Vision Solution, as set forth in Utter Vision’s standard price list, as set forth on Utter Vision’s website or as otherwise provided to you. Fees are quoted and payable in Canadian dollars for Canadian related Applications and USD U.S. related Applications.
Utter Vision may require you to pay an Application processing deposit depending on the country from which you are applying, other characteristics applicable to applicants, and the related likelihood of an Application being successful due to Governmental or Regulatory Authority visa approvals. The details regarding the Application processing deposit and countries to which it will apply may be viewed on the Utter Vision website, and may be changed by Utter Vision from time to time. The situations where an Application processing deposit is refundable and situations where an Application processing deposit will NOT be returned to you are set out on the Utter Vision Website.
THE SITUATIONS WHERE AN APPLICATION PROCESSING DEPOSIT WILL NOT BE RETURNED TO YOU INCLUDE THE FOLLOWING SITUATIONS, IF: (A) YOU FAIL TO PROVIDE THE REQUIRED DOCUMENTS TO PROCESS THE APPLICATION; (B) YOUR VISA APPLICATION IS REJECTED; OR (C) YOU CANCEL YOUR APPLICATION BEFORE AN ADMISSION DECISION IS RECEIVED.
Certain fees charged by Utter Vision under this Agreement are set by Utter Vision Partners or other third parties, and Utter Vision has no control over the fee amount, but simply remits such fee directly to the applicable Utter Vision Partner or third party, and that payment obligations are therefore non-cancellable and fees paid are non-refundable.
Utter Vision reserves the right to modify such fees, upon reasonable notice, which may be performed by updating Utter Vision’s standard price list, as set forth on Utter Vision’s website.
Your use of the Utter Vision Solution following such changes constitutes your acceptance of any new or increased charges.
Where you pay fees by means of a credit card, you authorize Utter Vision or its third-party payment processor to automatically charge you for any and all fees incurred by you for Utter Vision Solution. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.
The foregoing will not limit Utter Vision’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by Utter Vision, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
Without limiting the foregoing, Utter Vision reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
In addition to any other rights and remedies available to Utter Vision, Utter Vision will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.
You are responsible for, and will pay all taxes relating to this Agreement, excluding any taxes based on the net income of Utter Vision. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Utter Vision Solution, the execution of this Agreement or otherwise.
If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due will automatically be increased to offset such tax, so that the amount actually remitted to Utter Vision will equal the amount due.
You will promptly furnish Utter Vision with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.
You must keep the terms of this Agreement and all information provided by Utter Vision confidential, except to the extent required to perform the Recruitment Services.
You acknowledge that, during the course of the term of this Agreement, you may be exposed to Confidential Information.
At all times during the Term and at all times following termination of this Agreement, whether voluntary or involuntary:
you will maintain all Confidential Information in strict confidence, will take all necessary precautions against unauthorized disclosure of the Confidential Information, and will not directly or indirectly, disclose, allow access to, transmit or transfer any Confidential Information to a third party without the knowledge and express written consent of Utter Vision;
you will not use, disclose or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with the knowledge and express written consent of Utter Vision; and
you will advise Utter Vision immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information of which you may become aware.
Subject to Utter Vision’s ability to disclose Your Data as permitted under this Agreement, Utter Vision will use reasonable commercial endeavours to safeguard Your Data and keep it confidential, while Your Data is in Utter Vision’s control, including implementing organisational and technical measures to protect your Personal Information. Utter Vision may also retain and disclose Your Data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable Utter Vision to fulfil its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
The nondisclosure obligations under this Agreement will not apply to information which a Party can establish:
is, or becomes, readily available to the public other than through a breach of this Agreement;
was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
You will immediately return to Utter Vision all Confidential Information which is in your possession or control upon the earlier of a request by Utter Vision or the termination of this Agreement (whether voluntary or involuntary).
Damages may not be an adequate remedy to compensate Utter Vision for any breach of your obligations contained herein, and accordingly you agree that in addition to any and all other remedies available, Utter Vision will be entitled to obtain relief by way of a temporary or permanent injunction to enforce your obligations.
The Utter Vision Solution is owned by Utter Vision or its third-party licensors, who retain all right, title and interest therein. The Utter Vision Solution is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Utter Vision Solution. You do not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Utter Vision Solution, or any part thereof. Any rights not expressly granted under this Agreement are reserved to Utter Vision or its third-party licensors.
This Agreement will commence upon your acceptance of these Terms and Conditions on the Utter Vision website.
This Agreement may be terminated by either Party for any reason, without cause, upon 30 days’ written notice addressed to the other Party.
This Agreement may be terminated by Utter Vision immediately upon notice for cause if:
you commit a material breach of this Agreement and fail to rectify the breach within 30 calendar days of Utter Vision delivering notice of the breach; or
you commit a breach of any of your representations in this Agreement; or
if Utter Vision is prevented from providing any portion or all of the Utter Vision Solution due to: (A) your acts or omissions in breach of this Agreement; (B) acts or omissions of any third party (including any Utter Vision Partner); or (C) any Applicable Law or ruling issued in any form whatsoever by a Governmental or Regulatory Authority.
Upon any termination or expiry of this Agreement for any reason (whether by you or by Utter Vision), you must cease all use of the Utter Vision Solution.
Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry.
The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party.
Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.
THE UTTER VISION SOLUTION, INCLUDING FOR GREATER CERTAINTY, THE CONTENT, AND REFERENCES, LINKS AND INFORMATION IN THE CONTENT, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
UTTER VISION HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT UTTER VISION HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR COMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE UTTER VISION SOLUTION, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE UTTER VISION SOLUTION, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE UTTER VISION SOLUTION.
THE CONTENT ON THE UTTER VISION SOLUTION INCLUDES REFERENCES TO THIRD PARTIES, INCLUDING THE UTTER VISION PARTNERS, LINKS TO THIRD PARTY WEBSITES OR DOCUMENTS, AND INCORPORATES INFORMATION OBTAINED FROM THIRD PARTIES, INCLUDING UTTER VISION PARTNERS. CONTENT MAY ALSO BE CREATED BY UTTER VISION BASED ON SUCH THIRD PARTY INFORMATION, WHICH MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE TO UTTER VISION.
THE UTTER VISION SOLUTION MAY PROVIDE LINKS TO THIRD PARTY WEBSITES, INCLUDING, WITHOUT LIMITATION, THOSE OF EDUCATIONAL INSTITUTIONS. THESE LINKS ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AND FOR THE CONVENIENCE OF OTHER USERS OF THE UTTER VISION SOLUTION. WE DO NOT ENDORSE THE INFORMATION, PRODUCTS OR SERVICES DESCRIBED ON THOSE WEBSITES OR GUARANTEE THEIR QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. THE CONTENT IN ANY LINKED WEBSITE IS NOT UNDER OUR CONTROL AND DOES NOT FORM PART OF THE UTTER VISION SOLUTION, AND IF YOU CHOOSE TO ACCESS ANY SUCH WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.
UTTER VISION ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE UTTER VISION SOLUTION.
UNDER NO CIRCUMSTANCES WILL UTTER VISION BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE UTTER VISION SOLUTION, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE Utter Vision SOLUTION IS SOLELY AT YOUR OWN RISK.
UTTER VISION WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE UTTER VISION SOLUTION, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO UTTER VISION’S USE OF YOUR DATA TO PROVIDE THE UTTER VISION SOLUTION.
Utter Vision has no control over Utter Vision Partners or any other entity granting visas, admissions, permits or other authorizations in connection with the Application; you acknowledge that the success of your Application is solely within the control of such third parties, not Utter Vision, and therefore release Utter Vision from all liability in relation to your Application.
Utter Vision is not responsible in any way for your Application, mistakes in Your Data, or your failure to obtain entrance to your selected Program(s) or Utter Vision Partner(s).
All issues respecting Applications, Programs, and your failure to comply with Utter Vision Partner policies, are solely as between you and the applicable Utter Vision Partner, and Utter Vision bears no responsibility or liability in relation to such matters.
You are solely responsible for fulfilling any entry requirements necessary to gain admission into the country where your Program is located in compliance with Applicable Law and any requirements of Governmental or Regulatory Authorities.
Although Utter Vision has made reasonable efforts to verify that its agreements with its service providers are reasonably protective of Your Data, you acknowledge that Utter Vision has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release Utter Vision from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.
Utter Vision is not responsible or liable in any way for any use of the Utter Vision Solution (authorized or unauthorized) by any third party accessing the Utter Vision Solution using your Access Information, and you accept all responsibility for such use of the Utter Vision Solution and any consequences resulting from such use of the Utter Vision Solution.
You agree that Utter Vision will not be liable for any claims or damages arising from such use if you use the Utter Vision Solution for a time sensitive use.
UTTER VISION WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE UTTER VISION SOLUTION.
Some jurisdictions do not allow the exclusion of certain warranties or liability, so the above limitations or exclusions may not apply to you.
The downloading and viewing of Content is done at your own risk. Utter Vision cannot and does not guarantee or warrant that the Utter Vision Solution or the Content are compatible with your computer system or that the Utter Vision Solution, or any links from the Utter Vision Solution or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Utter Vision Solution.
Utter Vision does not guarantee the confidentiality of any communications made by your through the Utter Vision Solution, over the internet or over the telephone. Although Utter Vision generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Utter Vision Solution, you understand, agree and acknowledge that Utter Vision cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Utter Vision Solution.
You will indemnify, defend and hold harmless Utter Vision, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with:
To the maximum extent permitted under Applicable Law, in no event will Utter Vision be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities, weather or not Utter Vision is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the Utter Vision Solution.
To the maximum extent permitted under Applicable Law, in no event will the total aggregate liability of Utter Vision in connection with or under this Agreement or your use of, or inability to make use of, the Utter Vision Solution, or for any other claim related in any way to your use of, or inability to make use of, the Utter Vision Solution exceed the sum of $1,000 Canadian dollars. For greater certainty, the existence of one or more claims under this Agreement will not increase the maximum liability amount.
Nothing in this Agreement limits Utter Vision’s liability for fraud, personal injury or death to the extent found to be caused by Utter Vision’s negligence or wilful misconduct.
The limitations in this Section reflect the allocation of risk between the Parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.
Neither Party will be liable for delays caused by any event beyond its reasonable control, except non-payment of amounts due under this Agreement will not be excused by this provision
Nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Except as expressly authorized by Utter Vision in writing, you will neither act nor purport to be acting as the legal agent of Utter Vision, nor enter into any agreement on behalf of Utter Vision or otherwise bind or purport to bind Utter Vision in any manner whatsoever.
Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or Utter Vision at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.
No waiver by either Party of a breach or omission by the other party under this Agreement will be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party will not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.
This Agreement will be governed by and construed under the laws of the Province of Ontario, Canada. The Parties hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles will not apply. The Utter Vision Solution are intended for use only in jurisdictions where they may be lawfully offered for use.
Except as restricted by Applicable Law, Recruiter hereby consents to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Utter Vision Solution.
This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements and understandings relating to the subject matter hereof.
You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Utter Vision to show your acceptance of this Agreement and/or your agreement to use the Utter Vision Solution), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Utter Vision Solution, including the Application. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
English language
It is the express will of the Parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Disclosure under Consumer Protection (E-Commerce) Rules, 2020 (Canada)
pIf you are resident in India and your question, complaint or concern is not resolved by info@uttervision.com, then you may write to the Grievance Officer:
Name: John Saedi
Email: Johnsaedi@uttervision.com
Subject line: Customer Service
No. 8-809, 1Deauville Lane Limited
Attention: John Saedi
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10225 Yonge Street Unit R-152, Richmond Hill, ON, L4C 3B2
10225 Yonge Street Unit R-152, Richmond Hill, ON, L4C 3B2
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