Last Updated: December 17, 2009

TERMS OF USE FOR ODIJOO™
(THE “TERMS OF USE”)

IMPORTANT: CAREFULLY READ THESE TERMS OF USE BEFORE USING ANY ODIJOO™ SERVICE

These Terms of Use create a binding legal agreement between you and Lambda Solutions Inc. which owns and operates Odijoo™ (collectively “we”, “our” or “us”).

By using Odijoo™, using our software or other products, you signify your irrevocable acceptance of these Terms of Use. You also agree to ensure that anyone who uses Odijoo™, our software or other products on your computer or mobile wireless device abides by the Terms of Use. We have the right to revise the Terms of Use at any time without providing notice to our users. Your continued use of Odijoo™, our software or other products shall be deemed irrevocable acceptance of those revisions.

Description of Odijoo™

We will provide you a version of a service that allows you to view online content (in the form of text, images, video, flash), take online tests, play online games, connect with other members, participate in online debates and discussion, create online communities pertaining to specific topics, create lessons (comprised of text, images, video, flash), create tests, create and administer online educational course(s), create and administer asynchronous online tutoring, offer courses and online tutoring services for sale, and purchase goods and services offered by parties other than Odijoo™ (individually a “Third Party” and together “Third Parties”) in an online marketplace and social networking site (together “Odijoo”).

Your wireless mobile service provider, Internet service provider, VOIP provider, telephony provider or other third parties may charge you for use of any of their services as they relate to Odijoo™. We have no affiliation with, or responsibility for, any of those third parties. You will have to enter into separate agreements with them for their services and products. You alone are responsible for all charges or fees charged by such third parties for your use of their services.

We are not responsible to provide or maintain any hardware required to connect to Odijoo™.

Registration & Personal Information & Privacy Policy

As a condition for us providing Odijoo™ to you, you must provide and maintain true, accurate, current and complete information about you as prompted by Odijoo™ registration process (an “Account”).

You must have an Account to use Odijoo™.

Personal information you provide to us is governed by our Privacy Policy http://www.odijoo.com/pages/privacy and applicable laws related to personal information. Your use of Odijoo™ indicates your acceptance of the terms of the Privacy Policy.

You are responsible for maintaining the confidentiality of your Account information and are responsible for all activities that occur in your Account. You will notify us immediately of any unauthorized use at info@odijoo.com.

Right to Terminate or Modify Terms of Use

These Terms of Use shall terminate at any time that we decide, in our sole discretion. We will advise you of the termination. This does not limit any of our other rights to terminate under the Terms of Use.

At any time, we may modify these Terms of Use upon notice to you by publishing the changes on our website.

You may terminate your use of Odijoo™ by simply ceasing to use Odijoo™ if we modify these Terms of Use.

Your continued use of Odijoo™ after notice of any change to the Terms of Use will mean that you agree to the amended Terms of Use.

At any time and without cost, charge or liability, we may modify or discontinue, temporarily or permanently, Odijoo™ (or any part thereof) with or without notice to you.

We reserve the right to contact you by email, phone, text message or regular mail for the purpose of informing you of changes or additions to the Terms of Use, Odijoo™ or other services offered by us. Our collection, use and disclosure of your personal information are governed by our Privacy Policy.

At any time and without cost, charge or liability, we may terminate your use or right to use Odijoo™. We may terminate your Account and access to Odijoo™ for any reason or for no reason, including but not limited to: your failure to comply with the Terms of Use or our Privacy Policy, a request by you to terminate your Account, discontinuance or material modification to Odijoo™, unexpected technical issues or problems, extended periods of inactivity, requests by law enforcement or other government agencies, or your failure to comply with any terms or conditions of any agreement between you and us. Upon termination, we will eliminate access to Odijoo™, delete your Account information, and information stored within your Account, as permitted or required by law.

Odijoo Use

You agree that we may establish practices and procedures for any use of Odijoo™. We may, for example, set a maximum number of times and the duration that you can access your Account or Odijoo™ in a given time period. We may modify these practices and procedures at any time, in our sole discretion, with or without notice.

All information received, sent, saved, collected or distributed through Odijoo™, however transmitted, (the "Content") is the sole responsibility of the person from which such Content originated. This means that you, other Odijoo™ users, and the people who you contact or contact you, and not us, are entirely responsible for all Content that is received, sent, save, collect, distribute or otherwise make available via Odijoo™. The removal of any Content alleged to infringe the copyright or other intellectual property rights of any Third Party will be governed by the Copyright Take Down Policy located at http://www.odijoo.com/pages/takeDown.

We do not warrant that the functions contained in Odijoo™ provided by the website will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components.

To get support for Odijoo, email us at support@odijoo.com or peruse the Odijoo™ Help Center http://www.odijoo.com/help.

As part of the registration process, each user will select a User Name (“User Name”) and a password (“Password”). You shall provide us with accurate, complete, and updated account information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You may not (i) select or use a User Name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a User Name that we, in our sole discretion, deem inappropriate or offensive.

You shall notify us of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Password. You shall be responsible for maintaining the confidentiality of your Password.

Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of your Account and the Service, at our sole discretion, and you may be reported to appropriate law-enforcement agencies.

We do not monitor or control Content. For clarity, Content does not include technical information regarding usage, data traffic, call logs or other similar information that we may monitor.

WE DO NOT GUARANTEE THE USE, ACCURACY, INTEGRITY OR QUALITY OF ANY CONTENT. YOU UNDERSTAND THAT BY USING ODIJOO™, YOU MAY BE EXPOSED TO CONTENT THAT IS OFFENSIVE, INDECENT OR OBJECTIONABLE.

You will not use Odijoo™ to send, save, collect, distribute or transmit any Content that:

To report any abuse of Odijoo™ or these Terms of Use, please contact us at abuse@odijoo.com.

Third Party Links

We may provide links to other sites that we feel are relevant and interesting to our users (“Link Sites”). We are not responsible for the Content on the Link Sites and are not responsible for the accuracy of the information and intellectual property notices therein. Some of these Link Sites may provide you with opportunities to purchase products (“Products”). We do not endorse any of the Products nor do we make any representations or warranties in connection with the Products.

Downloading Files

We cannot and do not guarantee or warrant that files available for downloading through Odijoo™ will be free of infection by software viruses or other harmful computer code, files, or programs.

Ownership of Content and Copyright

Odijoo™ does not claim ownership of the Content you publish on Odijoo™. After publishing content on Odijoo™, you (or any other third party who permitted you to publish their content on Odijoo™.) continue to retain all ownership to the content, subject to the license terms described herein, and you continue to have the right to use the content in any way you choose. Odijoo™ is protected by the laws of Canada and other countries, and by international treaties. We make no claim to the right, title or interest in and to the Content provided by you or accessed through Odijoo™.

Provided that you are eligible to use Odijoo™, you are granted, solely for your personal, non-commercial use, a limited license to access and use, and to download or print a copy of, any portion of the Content to which you have properly gained access, provided that you keep all copyright or other proprietary notices intact. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods.

Your rights to use Content created by Third Parties are as described herein and in the applicable terms as provided to you by the Third Parties, as applicable.

Any use of Odijoo™ and Content other than as specifically authorized herein, without the prior written permission of Odijoo™ or the applicable Third Party, as the case may be, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws.

You will use the Service and any Content, material, or information found on the Service solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate through the Service any material or information of any kind that is libellous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.

You grant Odijoo™ a license to market the Content you post on Odijoo™. By posting, downloading, displaying, performing, transmitting, or otherwise distributing Content to Odijoo™, you are granting Lambda Solutions Inc., its affiliates, officers, directors, employees, consultants, agents, and representatives a right to use the Content in connection with the operation of Odijoo™.

You warrant that any material or information that you make available through Odijoo™, including, for example, any exam or assessment questions, documents, remediation or related content, is solely your original work, or that you have all necessary rights to make the material or information of any other person or entity available on Odijoo™.

You will be solely responsible for the content of any material or information that you make available through Odijoo™. You will also be liable for any damage resulting from your making any material or information available through Odijoo™.

Fees and Payments

We reserve the right at any time to charge fees or change the fees for access to portions of Odijoo™ or Odijoo™ as a whole. However, in no event will you be charged for access to Odijoo™ unless we obtain your prior agreement to pay such fees or changed fees and we give you reasonable advance notice to cancel Odijoo™. Unless otherwise stated, all of our fees are quoted in US dollars. You are responsible for paying all fees associated with the use of the Service through your account, and for all applicable taxes.

If you elect not to pay any fees charged by us, we will have the right to cease providing Odijoo™ to you.

In addition, Third Parties including users may charge fees for courses and tutor offerings, including Content, that they provide through Odijoo™. The fees and prices charged by Third Parties are available in their listing in our marketplace. Certain taxes and government charges may be payable in relation to purchases you make from Third Parties through the Service. We accept no responsibility for such taxes and government charges. Odijoo™ has no control over the quality, safety or legality of the items or services advertised, the truth or accuracy of any descriptions, or the ability of sellers to sell or buyers to pay.

All payments for fees and prices charged by Third Parties are collected using Paypal, or credit card if authorized by the seller. Odijoo™ has no liability to you for any such payments.

Odijoo™ is required by law to add GST/HST to all purchases that originate in Canada.

Trademarks

“ODIJOO”, “ODIJO” “eLearning Made Simple”, the ODIJOO logo and other marks associated with Odijoo (collectively the “ODIJOO Marks”) are trademarks of Lambda Solutions Inc. All rights in the ODIJOO Marks are reserved to, and all goodwill associated with the ODIJOO Marks will ensure to, Lambda Solutions Inc.

You are prohibited from using any of the marks or logos appearing throughout Odijoo™ without permission from the trademark owner, except as permitted by applicable law.

Disclaimer of Warranties

ODIJOO™ IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF ODIJOO IS AT YOUR SOLE RISK.

WE EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT ODIJOO™ WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE OR ERROR FREE, OR THAT ANY ERRORS IN THE SOFTWARE OR ODIJOO™ WILL BE CORRECTED.

ANY CONTENT SENT, TRANSMITTED OR OBTAINED THROUGH THE USE OF ODIJOO™ IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, MOBILE TELEPHONE, MOBILE WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF ODIJOO™.

NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM US, OUR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS OF USE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT ARE WE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER OR FOR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF THESE TERMS OF USE OF ODIJOO™, THE USE OR INABILITY TO USE ODIJOO™, THE MODIFICATION, SUSPENSION OR DISCONTINUATION OF THE SERVICE, YOUR ACCOUNT INFORMATION, ANY CONTENT SENT, RECEIVED, STORED OR DISTRIBUTED VIA ODIJOO™, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US RELATED TO ODIJOO™ SHALL BE CANCELLATION OF ODIJOO™. IF A COURT AWARDS ANY DAMAGES DESPITE THE FOREGOING LIMITATIONS OF LIABILITY IN THESE TERMS OF USE, SUCH DAMAGES FOR ANY AND ALL CLAIMS UNDER THESE TERMS OF USE SHALL NOT IN THEIR AGGREGATE, IN ANY CIRCUMSTANCE, EXCEED THE AMOUNT YOU PAID FOR ODIJOO™ IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE.

THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, A FUNDAMENTAL BREACH OR A MATERIAL BREACH.

Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. No action, claim or proceeding may be commenced by you for any matter arising out of, or related to this agreement two years beyond the date on which you first became of aware of the cause of action.

Indemnification

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSORS AND AFFILIATES, FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, FINES AND EXPENSES (INCLUDING LAWYERS’ FEES AND COSTS) ARISING OUT OF OR RELATING TO ANY CLAIMS THAT YOU HAVE USED ODIJOO™ IN VIOLATION OF ANOTHER PARTY’S RIGHTS, IN VIOLATION OF ANY LAW, IN VIOLATION OF THESE TERMS OF USE, OR ANY OTHER CLAIM RELATED TO, OR ARISING OUT OF, YOUR USE OF ODIJOO™ OR THIS AGREEMENT.

Member Age Restriction

Odijoo™ is not intended for or knowingly provided to, and may not be used by, persons under the age of thirteen (13). By agreeing to the Terms of Use, you hereby represent and warrant to us that you are at least 13 years of age.

Miscellaneous

Odijoo™ is personal to you, and may not be assigned in part or in whole.

These Terms of Use have been made in and shall be construed and enforced in accordance with the laws of the jurisdiction of the Province of British Columbia, Canada, and you irrevocably consent to submit to the exclusive jurisdiction of the courts of the Province of British Columbia for any claim, proceeding or action under the Terms of Use, except for any claim, proceeding or action by us for equitable relief and except as otherwise agreed between you and us, including in the Copyright Take Down Policy.

The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data in the country in which you reside.

You agree that these Terms of Use are specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.

These Terms of Use shall constitute the complete and exclusive agreement between you and us, and govern your use of Odijoo™.

If any provision of these Terms of Use is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Terms of Use and the other provisions shall remain in full force and effect.

We may assign these Terms of Use and your Account to any third party in our sole discretion.

These Terms of Use binds you, your heirs, legal representatives, executors and permitted assigns.

The sections of “Title”, “Ownership of Content and Copyright”, “Disclaimer of Warranties”, Limitation of Liability”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of these Terms of Use and continue in full force and effect.

You represent and warrant that you are authorized and permitted under all laws applicable to you: to the use Odijoo™, to enter into these Terms of Use and comply with its terms, to meet your obligations hereunder and comply with all laws, regulations or policies that apply to Odijoo™, including, without limitation, any and all import and export control regulations and laws, and a breach of any representation or warranty is a terminable breach of these Terms of Use.

These Terms of Use is the entire agreement between us related to the subject matter in these Terms of Use. These Terms of Use replaces and supersedes any other agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

[END OF TERMS OF USE]

If you have any questions or concerns regarding these Terms of Use, please contact us at info@odijoo.com

To get support for Odijoo™, email us at support@odijoo.com.

To report any abuse of Odijoo™ or these Terms of Use, please contact us at abuse@odijoo.com.