1. Definitions

In these Terms and Conditions :

• “Access Information” has the meaning set out in Section 4.
• “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” means a formal request from a Student to an UINWOLC Partner, or other School, they want to attend, which provides supporting information and documentation as required by the UINWOLC Partner or other School.
• “UINWOLC Parties” has the meaning set out in Section 18.
• “UINWOLC Partner” means any School, company, organization, association or individual that has entered into an agreement with UINWOLC to use or promote the UINWOLC Platform, or to enable their employees or students to use or promote the UINWOLC Platform.
• “UINWOLC Partner Agreement” means the executed agreement between an UINWOLC Partner and UINWOLC, including any terms and conditions, schedules or exhibits attached thereto, whereby UINWOLC will provide international-student recruitment services to the UINWOLC Partner.
• “UINWOLC Platform” means UINWOLC’s Website and the UINWOLC Student recruitment platform, including all Services provided therefrom, accessible by you (being a Recruitment Partner, Counsellor, UINWOLC Partner, Student, Third-Party Provider or other user) designed to simplify the study-abroad search, Application and acceptance process by connecting international students, Recruitment Partners, Counsellors and UINWOLC Partners.
• “Claim” has the meaning set out in Section 18.
• “Confidential Information” means information considered confidential or proprietary by UINWOLC, including the UINWOLC Platform, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any UINWOLC service, UINWOLC’s software, UINWOLC Website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
• “Content” means all information, material or other content contained on or provided through the UINWOLC Platform that UINWOLC makes available to you, including, without limitation, all designs, graphics, pictures, illustrations, software, systems, processes, artwork, videos, music, sounds, names, words, titles, phrases, logos, trade-marks, service marks and trade names displayed on the UINWOLC Platform.
• “Counsellor” means an individual that helps prospective students with their international School Applications and immigration (depending on their country) and is not part of a business. They provide advice, support, and logistics for students seeking to study abroad. Before engaging with us, they must sign a Recruitment Partner/Counsellor Services Agreement.
• “De-identified Data” has the meaning set out in Section 7.
• “Educational Records” has the meaning set out in Section 21.
• “Feedback” has the meaning set out in Section 11.
• “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 UINWOLC, 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 UINWOLC and you, and “Parties” means UINWOLC and you collectively.
• “Personal Information” means information that can be used, on its own or in combination with other information to identify an individual.
• “Privacy Policy” has the meaning set out in Section 6.
• “Program” means any study program, language program, or summer camp, or any similar offering, including, but not limited to, an academic program or a program specifically designed to transition international students (sometimes referred to as a pathway program) made available by a School or Third-Party Provider.
• “Recruitment Partner” means a person who works at a business that helps prospective students with their international School Applications and immigration (depending on their country). They provide advice, support, and logistics for students seeking to study abroad. Before engaging with us, they must sign a Recruitment Partner/Counsellor Services Agreement.
• “Recruitment Partner/Counsellor Services Agreement” means the executed agreement, including terms and conditions, between a Recruitment Partner or Counsellor and UINWOLC, including any terms and conditions, schedules or exhibits attached thereto, whereby the Recruitment Partner or Counsellor will provide international-student recruitment services for UINWOLC and the UINWOLC Partners.
• “School” means any institution which educates attendees.
• “Services” means all of our web-based applications, tools, functionality and/or platforms or any other offering that we make available to you via the UINWOLC Platform or that you have subscribed to by way of contractual agreement with us, and are developed, operated, and maintained by us, accessible via http://UINWOLC.com or another designated URL, and any ancillary products and services that we provide to you.
• “Student” means a person searching for additional educational opportunities using the UINWOLC Platform directly to research and apply, or represented by a Recruitment Partner or Counsellor using the UINWOLC Platform to submit Applications.
• “Submission” has the meaning set out in Section 12.
• “Terms and Conditions” has the meaning set out in the first paragraph herein.
• “Third-Party Provider” means a company contracted by a School to provide language and sometimes other educational modules.
• “Third-Party Content” has the meaning set out in Section 17.
• “User” or “user” means the user of the UINWOLC Platform, including, but not limited to, all employees, representatives, consultants, contractors or agents who are authorized by you to use the UINWOLC Platform for your benefit.
• “You” or “your” means the person or entity accessing the UINWOLC Platform and/or receiving the Services.

2. Application of these Terms and Conditions

These Terms and Conditions apply to your access to and use of the UniWolc Platform and the Services offered through the UniWolc Platform. Subject to your compliance with these Terms and Conditions, we will use commercially reasonable efforts to make the UniWolc Platform available for your use in accordance with any documentation or guidelines we make available to you.

Please note that while these Terms and Conditions apply to all users of the UniWolc Platform, Section 21 applies specifically to Student users, while Section 22 applies specifically to Recruitment Partner or Counsellor users and Section 23 applies specifically to UniWolc Partner users.

3. Changes to these Terms and Conditions and the UniWolc Platform

Except where prohibited by Applicable Law, we may update these Terms and Conditions at any time by posting a new version to the UniWolc Platform. You are responsible for monitoring the UniWolc Platform for any such changes and for reviewing such changes. Your continued access to or use of the UniWolc Platform after any changes to these Terms and Conditions indicates your acceptance of such changes. Similarly, we reserve the right to change, suspend or terminate the UniWolc Platform at any time, including the availability of any Content, without notice, including: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms and Conditions; or (iii) to address any emergency security concerns.

4. Registration and Account Information

To access or use the UniWolc Platform, you may either be required to register for a user account using the UniWolc Platform or be provided with an access key or be authorized by the UniWolc Platform in a customized way as set out in a mutual written agreement. You agree to provide accurate, current and complete information in such registration and to update your information as necessary. We reserve the right to suspend or terminate your account or access or authorization if we have reason to believe your information is inaccurate, outdated or incomplete and may, in our sole discretion, accept or reject your registration, request to access, or authorization for the UniWolc Platform, and suspend or terminate your account for any reason. You are responsible for maintaining the confidentiality of your password, account and access key, as applicable (“Access Information”), and we are not responsible for any actions taken by any other person or entity using your Access Information.

5. License to Use the UniWolc Platform

Subject to all terms and conditions in the Agreement and any restrictions contained in the Content, we hereby grant to you a personal, non-exclusive, revocable, non-transferable license to access the UniWolc Platform solely for the purposes of accessing or using the Services and Content available to you.

6.Your Data

By visiting or using UniWolc’s Platform or Services, you understand that your data may be collected for various purposes and you understand that any information you share with UniWolc will be processed in accordance with UniWolc’s Privacy Policy.

UniWolc 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.

7. De-Identified Data

UniWolc may also use itself or provide to third parties, your data, and any data regarding your use of the UniWolc Platform, in aggregated form, in a manner that does not identify you (“De-Identified Data”), subject to UniWolc’s Privacy Policy, for UniWolc’s business uses, including for the purposes of enhancing and fixing the UniWolc Platform, performing analytics, and marketing the UniWolc Platform to third parties. UniWolc will own any and all intellectual property rights in the output of UniWolc’s use of any such De-identified Data.

8. Your Representations and Warranties

You covenant, represent and warrant that :

• you will not permit anyone other than yourself or your authorized designate to obtain access to the UniWolc Platform through your UniWolc account or otherwise using your Access Information;
• you will only use the UniWolc Platform in accordance with this Agreement and all Applicable Laws;
• you will comply with all applicable intellectual property laws in your use of the UniWolc Platform and not infringe, violate or misappropriate the intellectual property rights of any third party.
• your data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify us or update your data on the UniWolc Platform.
• you will be solely responsible for all activities with respect to the UniWolc Platform undertaken by you or your designates.
• you will not use the UniWolc Platform 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 licenses referred to in this Agreement, to use the UniWolc Platform, and to post or upload any Content to the UniWolc Platform or otherwise provide such Content and your data to us.
• you have all legal rights necessary to use the UniWolc Platform, including, but not limited to, the right to access the Content and provide your data.
• you are not listed on any 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 UniWolc Platform.
• you will ensure that your use of the UniWolc Platform does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including UniWolc and other users of the UniWolc Platform (including by ensuring that you do not upload any viruses or other harmful code in using the UniWolc Platform or by placing an undue burden upon the CPUs, servers or other resources used to provide the UniWolc Platform);
• you will not in any way use the UniWolc Platform 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 our security measures;
• you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the UniWolc Platform, including, the forms, Content delivery and display functionality of the UniWolc Website;
• you will cooperate with us and provide information requested by us to assist us 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 UniWolc Partners, the service providers for any Internet services you use in conjunction with the UniWolc Platform, and the hardware providers for any mobile device or other computing equipment through which you use the UniWolc Platform), and to the extent that such agreements impose additional restrictions respecting your use of the UniWolc Platform (whether by reason of usage limitations or otherwise), you will use the UniWolc Platform in compliance with such restrictions.

9. Restrictions and Limitations on Your Use of the UniWolc Platform

• The UniWolc Platform will be subject to the usage policies as provided to you by us from time to time, including in electronic form by posting on the UniWolc Platform. 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 UniWolc Platform (except for our computer systems and networks), including your choice and use of your Internet Service Provider.

• You acknowledge and agree that we 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 UniWolc Platform.

• The UniWolc Platform is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.

• You will not, and will not authorize, permit or otherwise acquiesce anyone else to :
  • copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the UniWolc Platform, or any part thereof;
  • distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the UniWolc Platform, 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);
  • disable, overly burden, impair, or otherwise interfere with our servers or networks;
  • attempt to gain unauthorized access to any component of the UniWolc Platform;
  • share, transfer or otherwise provide access to your Access Information to another person (other than, in the case where you are an organization, personnel using your Access Information on your behalf);
  • use the UniWolc Platform in connection with building a similar or competitive product or service;
  • use the UniWolc Platform in any way inconsistent with the use parameters for the UniWolc Platform;
  • “frame”, “mirror” or otherwise incorporate any part of the UniWolc Platform or the Content;
  • attempt to hack the UniWolc Platform or any communication initiated by or made through the UniWolc Platform or to defeat or overcome any encryption or other technical protection methods implemented with respect to the UniWolc Platform, data or Content or programming transmitted, processed or stored by UniWolc or other users of the UniWolc Platform;
  • collect any information or communication about the users of the UniWolc Platform, by monitoring, interdicting or intercepting any process of or communication initiated by the UniWolc Platform or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
  • upload or otherwise communicate on the UniWolc Platform any data, information, Content or other materials that: (a) contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (b) you do not have the lawful right to upload, transfer or otherwise communicate; (c) is false, intentionally misleading, or impersonates any other person; (d) is bullying, harassing, abusive, or otherwise offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (e) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; or (f) encourages any conduct that may violate any Applicable Laws or would give rise to civil or criminal liability.
  • 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 UniWolc Platform or any computer system or that are designed to monitor, distort, delete, damage or disassemble the UniWolc Platform or its ability to communicate and perform the Services;
  • take any action that may impose, in our discretion, an unreasonable or disproportionately large load on the UniWolc Platform (including the CPUs, servers and other resources used to provide the UniWolc Platform);
  • use any data mining, robots or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the UniWolc Platform or any part thereof, or otherwise attempt to discover any source code;
  • deep-link to any portion of the UniWolc Platform for any purpose;
  • remove, deface, cover or otherwise obscure any watermarks, labels or other legal or proprietary notices included in the UniWolc Platform or the Content;
  • attempt to modify, alter, delete or in any manner compromise any Content or features accessible through the UniWolc Platform, including, the forms, Content delivery and display functionality of the UniWolc Platform;
  • create derivative works based on the UniWolc Platform or the Content, in whole or in part;
  • use the UniWolc Platform to commit or attempt to commit a crime or facilitate the commission of any crime (including money laundering) or other illegal or tortious acts, or any fraudulent activities or deceptive impersonation, or in a manner that violates the rights (including intellectual property rights) of any third party;
  • upload to or transmit through the UniWolc Platform any Content or submission that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by us in our sole discretion; or
  • attempt to interfere with, circumvent, disable, defeat or in any manner compromise any of our security features or components, including those that protect the UniWolc Platform, the Content, the programming or the communications transmitted, processed or stored by us or other users of the UniWolc Platform.

10.Right to Edit and Remove Your Data; Suspension or Termination; Investigations

• Notwithstanding anything to the contrary herein, we reserve the right to review your data stored in files or programs on our servers to verify your compliance with this Agreement. We have the right to edit or remove any of your data that, in our sole discretion, we believe may be unlawful, obscene, abusive, or otherwise objectionable.

• We may impose limits on the UniWolc Platform or terminate or restrict your access to parts or all of the UniWolc Platform without liability. Where feasible, we 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 we will have no liability whatsoever for its failure to provide such notice to you.
• We reserve the right to revoke your access to the UniWolc Platform for any abusive conduct or fraudulent use of the UniWolc Platform and to cease the UniWolc Platform temporarily or permanently, if your use of the UniWolc Platform constitutes, in our sole discretion, a threat to us or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
• Without limiting other remedies, we may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide UniWolc Platform to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide; or (c) we believe that your actions may cause financial loss or legal liability for you, other users or us. The above-described actions are not our exclusive remedies and we may take any other legal, equitable or technical action it deems appropriate in the circumstances. We will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.

• We reserve the right to investigate suspected violations of this Agreement or review Your Data in order to verify your compliance with this Agreement.
• You agree to cooperate with us and provide information that we request in order to assist us and/or any Governmental or Regulatory Authority in any investigation or determination of whether there has been a breach of this Agreement or Applicable Law.
• You will cooperate with: (A) any Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) as a Student user, UniWolc 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 us to enforce these Terms and Conditions.

11. Your Responsibilities

When using the UniWolc Platform, you agree that you will: (i) promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account; (ii) use reasonable efforts to prevent unauthorized access to or use of the UniWolc Platform; and (iii) comply with all Applicable Laws and regulations, including all intellectual property, data, privacy and export control laws; and (iv) promptly notify us of any security breaches/incidents in institutional systems related directly or indirectly to the UniWolc Platform.

In addition, you agree to provide us with feedback related to your use of the UniWolc Platform, including promptly and accurately reporting to us any actual or suspected errors, problems, bugs or difficulties with the UniWolc Platform, along with any other information reasonably requested by us to aid in resolving such errors, problems, bugs or difficulties with the UniWolc Platform (such information, “Feedback”). You agree that we may use such Feedback, at our discretion, for purposes related to improving the UniWolc Platform or our other products and Services.

12. Submissions regarding the Functionality of the UniWolc Platform

Any suggestions, bug reports or other communications respecting the functionality of the UniWolc Platform that you transmit to us by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by us or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the UniWolc Platform or otherwise.

You hereby grant us, our 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 UniWolc Platform. This provision does not apply to Personal Information that is subject to our Privacy Policy.

13.Confidential Informationm

• You must keep all Content and other information provided by us, by way of the UniWolc Platform or otherwise, confidential, except to the extent required by law.
• 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 our knowledge and prior express written consent;
  • you will not use, disclose or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with our knowledge and prior express written consent; and
  • you will advise us 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 our ability to disclose your data as permitted under this Agreement, we will use reasonable commercial endeavours to safeguard your data and keep it confidential, while your data is in our control, including implementing organizational and technical measures to protect your Personal Information. We 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 us to fulfill its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
• The non¬disclosure 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 us all Confidential Information which is in your possession or control upon the earlier of a request by us or the termination of this Agreement (whether voluntary or involuntary).
• Damages may not be an adequate remedy to compensate UniWolc for any breach of your obligations contained herein, and accordingly you agree that in addition to any and all other remedies available, we will be entitled to obtain relief by way of a temporary or permanent injunction to enforce your obligations.

14. Intellectual Property

This is an agreement for access to and use of the UniWolc Platform, and you are not granted a license to any software by this Agreement. The UniWolc Platform and the Content is owned by us or our third-party licensors, who retain all right, title and interest therein. The UniWolc Platform and the Content are protected by Canadian, U.S. and international copyright and trade-mark laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the UniWolc Platform. 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 UniWolc Platform, or any part thereof. Any rights not expressly granted under this Agreement are reserved to us or our third-party licensors.

We expressly reserve all rights in the UniWolc Platform, including, without limitation, the Content, that are not specifically granted to you. You acknowledge that all right, title and interest in the UniWolc Platform, including, without limitation, the Content, all other derivative work thereof, and all intellectual property rights therein will remain with us (or our third-party suppliers, if applicable).

You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the UniWolc Platform or the Services in whole or in part, by any means, except as expressly authorized in writing by us. You may make Submissions regarding the functionality of the UniWolc Platform or the Services pursuant to Section 12 – Submissions. You agree that all such Submissions, comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the UniWolc Platform or the Services without payment or attribution to you.

15. Term and Termination

The term of these Terms and Conditions will commence on the earlier of the date you: (1) accepted these Terms and Conditions; or (2) the date you first access or use the UniWolc Platform and will continue until terminated by either Party in accordance with these Terms and Conditions. We may terminate these Terms and Conditions for convenience, at any time, by providing written notice to you.

16. Effect of Termination or Expiry

Upon any termination or expiry of this Agreement for any reason (whether by you or by us), you must cease all use of the UniWolc Platform. 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.

17.Disclaimers

• THE UNIWOLC PLATFORM IS MADE AVAILABLE ON AN “AS IS”, “WHERE IS”, AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. WE DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE OFFERING WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. WE DO NOT REPRESENT ANY LIKELIHOOD OF SUCCESS OF ANY APPLICATION AND/OR OUTCOME AS A RESULT OF USE OF THE UNIWOLC PLATFORM.

• WE HAVE NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR OMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE UNIWOLC PLATFORM, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE UNIWOLC PLATFORM, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE UNIWOLC PLATFORM.
• YOU ALSO ACKNOWLEDGE AND AGREE THAT THE UNIWOLC PLATFORM CONTAINS INFORMATION, DATA, DOCUMENTS, PAGES, IMAGES, LINKS, CONTENT AND OTHER MATERIALS MADE AVAILABLE BY THIRD PARTIES (SUCH CONTENT, “THIRD PARTY CONTENT”). WE ARE NOT RESPONSIBLE FOR SUCH THIRD PARTY CONTENT. YOU AGREE THAT YOU ARE RESPONSIBLE FOR EXERCISING CARE AND DILIGENCE IN REVIEWING AND RELYING ON SUCH THIRD PARTY CONTENT.
• THE UNIWOLC PLATFORM MAY PROVIDE LINKS TO THIRD PARTY WEBSITES, INCLUDING, WITHOUT LIMITATION, THOSE OF EDUCATIONAL INSTITUTIONS OR RECRUITMENT PARTNERS. THESE LINKS ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AND FOR THE CONVENIENCE OF OTHER USERS OF THE UNIWOLC PLATFORM. 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 UNIWOLC PLATFORM, AND IF YOU CHOOSE TO ACCESS ANY SUCH WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.
• WE ASSUME NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE UNIWOLC PLATFORM.
• UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE UNIWOLC PLATFORM, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, SUGGESTIONS, STATEMENTS OR ADVICE).
• IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE UNIWOLC PLATFORM IS SOLELY AT YOUR OWN RISK.
• WE WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE UNIWOLC PLATFORM, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO OUR USE OF YOUR DATA TO PROVIDE THE UNIWOLC PLATFORM.

• Although we have made reasonable efforts to verify that its agreements with its service providers are reasonably protective of your data, you acknowledge that we have 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 us 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.

• We are not responsible or liable in any way for any use of the UniWolc Platform (authorized or unauthorized) by any third party accessing the UniWolc Platform using your Access Information, and you accept all responsibility for such use of the UniWolc Platform and any consequences resulting from such use of the UniWolc Platform.

• You agree that we will not be liable for any claims or damages arising from such use if you use the UniWolc Platform for a time sensitive matter .

• WE WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE UNIWOLC PLATFORM.

• Some jurisdictions do not allow the exclusion of certain warranties or liability, so any limitations or exclusions provided in the Agreement may not apply to you.

• The downloading and viewing of Content is done at your own risk. We cannot and do not guarantee or warrant that the UniWolc Platform or the Content are compatible with your computer system or that the UniWolc Platform, or any links from the UniWolc Platform 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 UniWolc Platform.

• We do not guarantee the confidentiality of any communications made by you through the UniWolc Platform, over the internet or over the telephone. Although we generally adhere to the accepted industry practices in securing the transmission of data to, from and through the UniWolc Platform, you understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the UniWolc Platform.

18.Your Indemnities

You agree to defend and indemnify us, our affiliates, successors, assignees and their respective directors, officers, shareholders, employees and agents (the “UniWolc Parties”) from and against all losses, costs, damages, expenses, fines, fees, penalties, interest and liabilities (including reasonable legal fees and court costs) (“Claims”), which may be suffered or incurred by the UniWolc Parties from or relating to: (i) your use of the UniWolc Platform contrary to these Terms and Conditions or any other related documentation or guidelines made available by us; (ii) any reliance on any Content obtained by you through the UniWolc Platform; (iii) your breach of these Terms and Conditions; (iv) the infringement, violation or misappropriation by you, or any third-party obtaining access to the UniWolc Platform through your Access Information, of any intellectual property or other right of any third person or entity; and (v) any data, information, documents or other material that you make available to us, including as a result of your failure to obtain all necessary consents or permissions (including in respect of Personal Information) necessary for us to make the UniWolc Platform available to you. In the event of any Claims, we will use good faith efforts to promptly notify you of such Claims and provide you with reasonable assistance. We will have the right to participate in the defense of any Claim with legal counsel of our own choosing. In addition, you will not enter into any settlement of any such Claim without our prior written consent, including if our rights would be impaired.

19.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE UNIWOLC PLATFORM OR THESE TERMS OF AND CONDITIONS. TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS AND CONDITIONS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE UNIWOLC PLATFORM, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS AND CONDITIONS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

Nothing in this Agreement limits our liability for fraud, personal injury or death to the extent found to be caused by our gross 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.

20.General

• 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.

• Our relationship with each other is that of independent service providers. Nothing contained herein will be construed to create or imply a joint venture, partnership, principal-agent or employment relationship between you and us. Except as expressly authorized by UniWolc in writing, you will neither act nor purport to be acting as the legal agent of UniWolc, nor enter into any agreement on behalf of UniWolc or otherwise bind or purport to bind UniWolc in any manner whatsoever.

• Neither Party will be liable for delays caused by any event beyond its reasonable control, including acts of God, pandemic-related delays and/or outcomes, except non-payment of amounts due under this Agreement will not be excused by this provision.

• Rights and obligations which have accrued or arisen under these Terms and Conditions will survive the expiration or termination of these Terms and Conditions without prejudice. All provisions of these Terms and Conditions which by their nature should survive in order to give effect to the Terms and Conditions, shall survive termination or expiration, including ownership, confidentiality covenants, warranties, indemnities and limitations of liability.

• You may not assign these Terms and Conditions to any third party without our prior written consent. We may assign these Terms and Conditions or any rights under these Terms and Conditions to any third party without your consent. Any assignment in violation of this Section will be void. These Terms and Conditions will be binding upon permitted assignees. These Terms and Conditions will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

• 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 UniWolc 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 any default, breach, omission or non-compliance of the other Party under these Terms and Conditions will be effective unless in writing and signed by the waiving Party. Our non-enforcement of any of these Terms and Conditions or under any Applicable Law shall not constitute a waiver of any enforcement rights of the same or different nature at any time in the future.

• 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.

• 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 constitutes the entire agreement between the Parties and, subject to the precedence language on the first page of these Terms and Conditions or as otherwise set out in another agreement with us, 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 us to show your acceptance of this Agreement and/or your agreement to use the UniWolc Platform), 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 UniWolc Platform. 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.

• 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.

21.Specific Provisions for Student Users

The provisions in this Section apply to you only if you are a Student user of the UniWolc Platform.

• Representations and Warranties for Student Users :
  • you will comply with any UniWolc 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 us or update your data on the UniWolc Platform;
  • to the extent that you engaged a Recruitment Partner or Counsellor to provide your data on your behalf for the purposes of using the UniWolc Platform: (A) that the Recruitment Partner or Counsellor has a legitimate School in access to your educational records and information (the “Educational Records”); and (B) in the U.S., the Recruitment Partner or Counsellor 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 Recruitment Partner or Counsellor unless you have confirmed that the Recruitment Partner or Counsellor complies with Applicable Law in the country to which you are applying and, if required, confirming that the Recruitment Partner or Counsellor has a registration pursuant to such Applicable Law;
  • you will not pay a related fee or other consideration to any unauthorized Recruitment Partner or Counsellor for any immigration or visa related advice unless they have confirmed to you that they are qualified under Applicable Law;
  • you have all legal rights necessary to use the UniWolc Platform, both in the jurisdiction in which you are located and in the jurisdiction where the UniWolc Partner you are submitting an Application to is located, including the right to access the Content, and the right to make the Application and provide Your Data; and
  • you are not located in a country that is subject to a Government or Regulatory Authority embargo or sanctions that would prevent you from becoming a Student at the UniWolc Partners you are submitting Applications to.

• You acknowledge that only certain UniWolc Partners have agreements with us to enable you to make an Application to such UniWolc Partners through the UniWolc Platform, and that not all educational study Programs of UniWolc Partners may be offered as being available to you using the UniWolc Platform.
• You acknowledge that when using the UniWolc Platform, analysis may be performed on the data you have provided, your inputs and/or interactions with the UniWolc Platform (including but not limited to website and/or applications) and other supporting information, including but not limited to anonymized historical data, to tailor the service, application, and/or recommendations offered for the purpose of maximizing success for students and other third party partners.

• Control of Third Parties
  • We have no control over UniWolc Partners or any other entity granting visas, admissions, permits or other authorizations in connection with your Application(s); you acknowledge that the success of your Application(s) is solely within the control of such third parties, not us, and therefore release us from all liability in relation to your Application(s). UniWolc expressly disclaims any representations regarding the likelihood of success and/or chance of being accepted to any third party and/or UniWolc Partner.

• Rejection of Applications
  • We are not responsible in any way for your Application(s), mistakes in your data, or your failure to obtain entrance to your selected Program(s) or UniWolc Partner(s).

• Issues with UniWolc Partners
  • All issues respecting your Application(s), Program(s), and your failure to comply with UniWolc Partner policies, are solely as between you and the applicable UniWolc Partner, and we bear no responsibility or liability in relation to such matters.

• Inability to Access Country
  • 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.

• Fees
  • You will pay all applicable fees in connection with the UniWolc Platform, as set forth in our standard price list, as set forth on the UniWolc Platform in the standard price list or as otherwise provided to you.
  • We 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 UniWolc Platform, and may be changed by us 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 UniWolc Platform. 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 us under this Agreement are set by UniWolc Partners or other third parties, and we have no control over the fee amount, but simply remits such fee directly to the applicable UniWolc Partner or third party, and that payment obligations are therefore non-cancellable and fees paid are non-refundable.
  • We reserve the right to modify such fees, upon reasonable notice, which may be performed by updating our standard price list, as set forth on the UniWolc Platform.
  • Your use of the UniWolc Platform following such changes constitutes your acceptance of any new or increased charges.

• Fee Payment
  • Where you pay fees by means of a credit card, you authorize us or our third-party payment processors to automatically charge you for any and all fees incurred by you through the UniWolc Platform. 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 our 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 us, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
  • Without limiting the foregoing, we reserve the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.

• Interest on Late Payments
  • In addition to any other rights and remedies available to us, we 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.

• Taxes
  • You are responsible for, and will pay all taxes relating to this Agreement, excluding any taxes based on our net income. 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 UniWolc Platform, 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 us will equal the amount due.
  • You will promptly furnish us with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.

• When providing information requested in the ‘Direct-Student Referral’ form in connection with your referral to use the UniWolc Platform by an UniWolc employee, you represent and warrant that all information you provide to us is true, accurate, current and complete.

22.Specific Provisions for Recruitment Partner or Counsellor Users

This Section 22 shall be applicable only to those users who are Recruitment Partners or Counsellors.

As a Recruitment Partner or Counsellor user, you agree to be bound by, and comply with, all other terms and conditions applicable to you, whether by formal agreement or use of the UniWolc Platform, including, but not limited to :

• Your Recruitment Partner/Counsellor Services Agreement (found on the UniWolc Platform); You acknowledge that when using the UniWolc Platform, analysis may be performed on the data you have provided, your inputs and/or interactions with the UniWolc Platform (including but not limited to website and/or applications) and other supporting information, including but not limited to anonymized historical data, to tailor the service, application, and/or recommendations offered for the purpose of maximizing success for students and other third party partners.

23.Specific Provisions for UniWolc Partner Users

This Section 23 shall be applicable only to those users who are UniWolc Partners.

• As an UniWolc Partner user, you agree to be bound by, and comply with, all other terms and conditions applicable to you, whether by formal agreement or use of the UniWolc Platform, including, but not limited to :
  • Your UniWolc Partner Agreement;
  • Where you subscribe to AB Solutions, your AB Solutions Terms of Service.

24.Contact

Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to UniWolc or its business, should be directed to us at :

[email protected]

UniWolc Inc.

India Address

Phone Number

Email

Canada Address

Phone Number

Email

• If you are resident in India and your question, complaint or concern is not resolved by [email protected], then you may write to the Grievance Officer :

Name : Umang Shah

Email : [email protected]

Subject line : Customer Grievance

Or

UniWolc Inc.

India Address

Phone Number

Email

Canada Address

Phone Number

Email