These Terms and Conditions were last revised and made effective as of September 1, 2015.

Welcome to www.orionelearning.com (the website) and Orion Learning Services learning management system (LMS).The services on this Site are offered to you by Orion Learning Services Inc. (Orion), subject to the following conditions. The terms “you”, “your”, and ‘yours’ refer to anyone using, accessing, viewing, browsing or visiting the Sites. If you visit or shop at the Site, you accept these conditions. Any current or future use, Site visit or purchase from Orion will also be subject to these Terms and Conditions. Orion reserves the right to change the nature of this relationship at any time and to revise these Terms and Conditions from time to time. Changes will not apply to any orders Orion has already accepted unless the law requires. If you violate any of the terms of these Terms and Conditions you may have your access cancelled and you may be permanently banned from any further access to the Site. Any access, viewing, browsing and/or using the Site after we post changes to these Terms and Conditions constitutes your acceptance and agreement to those changes, whether or not you actually reviewed such amended Terms and Conditions.

Entering the Site will constitute your acceptance of these Terms and Conditions. If you do not agree to abide by these terms, please do not enter the Site.

Summary of Contents

These Terms and Conditions contain important information on the use of the Site. Please read carefully:

This Site is operated by Orion Learning Services Inc., a corporation incorporated under the laws of Canada. Our registered office is located at 30 Morgandale Road, Brampton, ON L7A2K1 Canada.

Please review the Policy on the Collection, Use and Disclosure of Personal Information ‘Privacy Policy’- Orion Learning Services which also governs visits to the Site. To the extent there is a conflict between the terms of the PRIVACY POLICIES and these Terms and Conditions, these Terms and Conditions shall govern. Orion does not post personal information on the Site without the consent of the owner of the information. Any of your own personal information that you upload or authorize to upload by a 3rd party (such as an Employer, Association etc.) to the Site is freely available, without restriction to Orion, Orion affiliated companies and, in uploading or sharing it, you shall be deemed to have consented to its use and disclosure and sharing by Orion and by other Site users including any Orion-affiliated websites. Orion will make no effort to protect personal information that you post. “Personal Information” means any information about an identified individual, or an individual whose identity may be inferred or determined from such information, other than business contact information.

You acknowledge that the Site contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material (collectively “Content”) that are protected by copyrights, trademarks, trade secrets, rights in databases and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted under Canadian copyright laws, and Orion owns all copyright or equivalent rights in the selection, coordination, arrangement, presentment and enhancement of such Content. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from or adaptations of, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, you may make copies of select portions of the Content, provided that the copies are made only for your personal use and that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or similar rights notices. Except as provided in the preceding sentence or as permitted by the fair use under Canadian law, or your legal rights under any other similar copyright law, you may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right.

Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Site or any information displayed on the Site, through the use of framing, deep linking or otherwise, except: (a) as expressly permitted by these Terms and Conditions; or (b) with our prior written permission or the prior written permission from such third party that may own the trademark or copyright of information displayed on the Site.

The Orion Learning Services emblem (logo) and other marks which may or may not be designated on the Site by a “™” “®”or other similar designation, are registered, pending or unregistered trademarks or service marks of Orion Learning Services Inc., in Canada and other countries. Our graphics, logos, page headers, button icons, scripts, and service names are trademarks of Orion Learning Services Inc. Orion trademarks may not be used in connection with any product or service that is not Orion, in any manner that is likely to cause confusion among customers, or in any manner that may discredit Orion. All other trademarks not owned by Orion that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Orion.

You may download designated electronic copies of Orion course manuals, documents, assignments (“Orion Documents”). Orion Documents are for your personal use only. Commercial or professional use of the Orion Documents must be specifically authorized by Orion. Upon downloading a Orion Document, you shall be granted a limited, non-exclusive license to download, copy said Orion Document to any memory device, including but not limited to hard drives, thumb drives, etc., for your personal computers, book reader or mobile devices, and you may not modify, adapt, translate, rent, lease, loan, sublicense, assign, resell or otherwise distribute in any way Orion Document.

Except for the downloading of Orion Documents and User Content as authorized in these Terms and Conditions, you may not download (other than page caching) or modify the Site or any portion of it without the express, prior written consent of Orion.  The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express, prior written consent of Orion. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Orion without the express, prior written consent of Orion.

If you download or print a copy of an Orion Document, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Orion Document or enforce limitations on use of the Site or the Orion Document therein.

If you use the Site, you are responsible for maintaining the confidentiality of the information submitted through ‘My Account’ and ‘Profile’ and the corresponding ‘Profile’ password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under ‘My Account’ and/or ‘Profile’. We reserve the right to refuse service, terminate accounts and to remove or edit content submitted by you in the ‘My Account’ and/or ‘Profile’ area of the Site.

We are not responsible for the content of any sites that may be linked to/or from the Site. These links are provided for your information or convenience only and you agree that any access to them shall be at your own risk. Unless otherwise noted, any other website accessed from the Site is independent from Orion, and Orion has no control over the content of any other website. In addition, a link to any other web site does not imply that Orion endorses or accepts any responsibility for the content or use of such other website. 

The Site is provided on an ‘AS IS’, ‘as available’ basis. Orion does not warrant that use of the Site will be uninterrupted or error-free. There will be occasions when the Site will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of Orion. Orion does not warrant the accuracy, integrity, or completeness of the Content provided on the Site or the products or services offered for sale on the Site. Further, Orion makes no representation that Content provided on the Site is applicable or appropriate for use in locations outside of Canada.  

Orion specifically disclaims all warranties of any kind, whether expressed or implied, including but not limited to warranties of title, implied warranties of merchantability or warranties of fitness for a particular purpose. You expressly agree that your access to, viewing of, browsing, visiting or use of the Site is at your sole risk.

Under no circumstances shall Orion be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of/or inability to use the Site, including but not limited to reliance by a user on any information obtained at the Site, or that result from mistakes, omissions, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to Orion records, programs or services. The foregoing limitation of liability shall apply whether in an action at law, including but not limited to contract, negligence, or other tortious action; or an action in equity, even if an authorized representative of Orion has been advised of or should have knowledge of the possibility of such damages. You hereby acknowledge that this paragraph shall apply to all Content, merchandise and services available through the Site. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions, liability is limited to the fullest extent permitted by law. You assume all risks when purchasing products for a commercial or business use or application.  You agree to ‘hold harmless’ Orion from all and any damages resulting from the use, data or content on this or any Orion affiliated site.

Although Orion takes steps to ensure the accuracy and completeness of product and third-party service descriptions posted on the Site, please refer to the manufacturer for details.  

You agree to use the Site only for lawful purposes.  You are prohibited from sending or otherwise posting unauthorized commercial communications (such as spam) through the Site. Orion may disclose any electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Site; or (iii) to protect the rights or property of Orion, our users and customers and/or you.

Illegal and/or unauthorized use of the Site, including collecting usernames, user id numbers, and/or email addresses of Site users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Site, or employing third-party promotional sites or software to promote profiles for money, is prohibited.

Orion reserves the right to take appropriate legal action for any illegal or unauthorized use of the Site.

Orion does not claim any ownership rights in the text, files or any other materials (collectively, the "User Content") that you post on the Site. By displaying, ‘posting’ or otherwise publishing any User Content on the Site, you hereby grant to Orion and other Site users a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly display, reproduce and translate such User Content, including without limitation distributing part or all of the Site in any media formats through any media channels. Furthermore, Orion and any other Site user may copy, print or display User Content outside of the Site. The Site contains User Content of other Site users. Except as provided within these Terms and Conditions, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any such User Content appearing on the Site.

You represent and warrant that: (i) you own the User Content posted by you on the Site or otherwise have the right to grant the license set forth above, (ii) the posting and use of your User Content on the Site does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the posting of your User Content on the Site does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of User Content you post on the Site.

Except as otherwise provided for herein, User Content on the Site is provided to you AS IS for your information and personal use only and except as provided in these Terms and Conditions, may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. You agree to not engage in the use, copying, or distribution of any of the User Content other than expressly permitted in these Terms and Conditions. If you download or print a copy of the User Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features that prevent or restrict use or copying of any User Content or enforce limitations on the User Content.

Orion reserves the right to delete any User Content for any reason, without prior notice. Deleted User Content may be stored by Orion in order to comply with certain legal obligations.

Orion may terminate your access or suspend your right to access to all or part of the Site, without notice, for any conduct that Orion, in its sole discretion, believe is in violation of any applicable law, is in breach of these Terms and Conditions or is harmful to the interests of other users or Orion. In addition, Orion reserves the right to refuse an order from any customer in its sole and absolute discretion.

Orion will not be liable to you for any modification, suspension, or discontinuation of the Site, or the loss of any User Content.

You agree that Orion has the right to send you certain information in connection with the Site. Orion may send you this and any other information in electronic form to the e-mail address you specified when you created an account through the Site. You may have the right to withdraw this consent under applicable law, but if you do, Orion may cancel your rights to the Site. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you access and use the Site, you agree that you will have, or have access to, the necessary software and hardware to receive such notices. If you do not consent to receive any notices electronically, you agree to stop using or accessing the Site.

By purchasing products from the Site or from Orion providing Orion with any information, you represent to Orion that you are legally permitted to enter into a binding contract (18 years of age or older in most jurisdictions) or, if you are under the legal age of consent, you have the express permission from your parent or guardian and that any information you provide to Orion is not inaccurate, deceptive or misleading.

Orion requires that all purchases be made either (i) by individuals who are not minors and who can legally enter into binding contracts (typically persons 18 years of age or older, depending on where you live), or (ii) by minors with the permission of a parent or guardian to purchase items on the Site.

If you access the Site, you agree that the laws of the Province of Ontario, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and Orion.

If you access the Site, any dispute relating in any way to your visit to the Site, to these Terms and Conditions, to Orion policies, to our advertising or solicitation practices or to products you purchase through the Site shall be submitted to confidential arbitration in Toronto, Ontario, Canada, except that, to the extent you have in any manner violated or threatened to violate Orion’s intellectual property rights, Orion may seek injunctive or other appropriate relief in any court in Canada. Arbitration under this Agreement shall be conducted under the rules then prevailing of the Arbitrations Act, Ontario. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Orion reserves the right to make changes to the Site, policies, and these Terms and Conditions at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

Prices and availability of products on the Site are subject to change without notice. Errors will be corrected when discovered.  Our Site contains a large number of products and it is always possible that, despite our best efforts, some of the products listed on our Site may be incorrectly priced. If a product’s correct price is higher than the price stated on our Site, we will normally, at our discretion, either contact you for instructions before dispatching the product, or reject your order and notify you of such rejection. We are under no obligation to provide the product to you at the incorrect (lower) price, even after we have sent you an Order Confirmation or a Shipping Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognized by you as a pricing error.

On occasion, you may be able to place a product in your shopping cart and submit your order for processing, but your order is subsequently cancelled due to unavailability of product.  You acknowledge that products may sell quickly and there may be a short period of time after an order has been submitted, but where the product is no longer available.  You agree that we may cancel your order after you have received an Order Confirmation without penalty.

All Orion orders are pre-paid: No refunds or credits to your account at any time, under any circumstances. 

Prior to entering the following Orion site, your acknowledgement and acceptance is required to a preliminary "NON-DISCLOSURE" as a recipient of that Information.

Orion Learning Services Inc. desires to protect its CONFIDENTIAL INFORMATION (hereinafter referred to "Information") contained herein and such Information shall include without limitation any trade secret, technical, financial or business Information, data, idea, concept or know-how, courseware, curriculum, code, training materials, etc. and for greater certainty includes any and all information accessible through this application. Such Information shall be treated as being confidential whether such Information is received directly or indirectly such as in the course of discussions or other investigations by Recipient including any discussions between the Parties that have been or are taking place and the fact that Information has been disclosed to Recipient.

Recipient shall not use any Information for any purpose other than the purpose contemplated herein, or copy or otherwise reproduce any Information, or disclose, disseminate or otherwise communicate in whole or in part any Information to any third party, provided, however, that Recipient may disclose Information to its officers, directors, employees or Corporate Advisors who need to know such Information for the purpose contemplated herein.

Recipient agrees that it shall safeguard Orion Learning Services Inc.'s information from disclosure to anyone other than as permitted hereby and, at a minimum, use efforts commensurate with those that Recipient employs for protecting the confidentiality of its own information which it does not wish to disclose, which efforts shall in no event amount to less than a reasonable degree of care.

Orion Learning Services Inc. maintains the sole and absolute discretion to determine what, if any, Information it will release to Recipient and nothing herein shall be construed as granting Recipient any title, ownership, license or any other right or interest in any Information or to any Intellectual Property Right.

Orion Learning Services Inc. does not make any representation or warranty as to the accuracy or completeness of the Information. Recipient agrees Orion Learning Services Inc. will not have any liability to Recipient resulting from any use of Information by Recipient.

Recipient acknowledges that the Information is unique and valuable, and that its use or disclosure is a breach that may result in irreparable injury to Orion Learning Services Inc. for which monetary damages alone would not be an adequate remedy. Therefore, Recipient agrees that in the event of a breach or threatened breach of confidentiality, Orion Learning Services Inc. will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting security. Any such relief shall be in addition to and not in lieu of any monetary damages.

Any right, obligation or interest herein may not be assigned or transferred without the express written consent of Orion Learning Services Inc.

Such access by Recipient shall be governed by and construed in accordance with the laws in force in the Province of Ontario excluding those provisions relating to conflicts of laws.

Acceptance to proceed constitutes a statement by Recipient of having read, understood and accepted the Information terms and conditions above with respect to the subject matter herein.

Last modified: Thursday, 16 June 2016, 5:34 PM