Terms & Conditions

These Website Terms of Use (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and UpSkill Global Education Technologies Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (Ontario Corporation Number 1001630517), with its registered office at 186 Jarvis Street, Toronto, Ontario, M5B 2B7, Canada (“UpSkill Global,” “we,” “us,” or “our”), governing your access to and use of the website located at www.upskillglobaledutech.ca and all related services, portals, applications, content, and functionality (collectively, the “Platform”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. BY ACCESSING, BROWSING, REGISTERING FOR, OR OTHERWISE USING THE PLATFORM IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET OUT IN SECTION 16. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

These Terms apply to all Users worldwide, regardless of the country from which the Platform is accessed. UpSkill Global's programmes are made available in multiple jurisdictions, including India, through its Independent Commercial Distribution Partners and Institutional Partners, as further described in Section 3 below.

1. Definitions

“Platform” means the website www.upskillglobaledutech.ca, together with the Student Portal, Institute Portal, all associated subdomains, mobile-optimised interfaces, and any software, systems, or services made available through them.
“Content” means all courses, curricula, videos, lesson notes, assessments, question banks, certificate designs, branding, graphics, and other materials made available on or through the Platform.
“Certificate” or “Digital Credential” means any digital or printable credential issued through the Platform upon successful completion of a course and passing of the applicable assessment, identified by a permanent, unique certificate identification number.
“Learning Management System” or “LMS” means the software system operated by or on behalf of UpSkill Global through which Content is delivered, assessments are administered, and Certificates are issued and tracked.
“Independent Commercial Distribution Partner” means an independently owned and operated company that has entered into a written memorandum of understanding or partnership agreement with UpSkill Global to market, enrol students in, deliver, administer, invoice for, and collect payment for courses and certification programmes in a specific country or region, in its own name and for its own account, including UpSkill Education Technologies Private Limited, a company incorporated under the laws of India and registered under the particulars set out in Section 3.6 below, which is an Independent Commercial Distribution Partner for the territory of India. An Independent Commercial Distribution Partner is an independent contracting party, conducts its own business at its own risk and for its own account, and is not, and shall not be represented or construed as, an agent, employee, subsidiary, branch office, franchise, representative office, fiduciary, permanent establishment, joint venture, or legal representative of UpSkill Global. Nothing in these Terms, any MOU, or any commercial arrangement shall be interpreted as creating such a relationship .
“Institutional Partner” or “Authorised Training Center” means any college, university, school, computer training academy, or other institution that has entered into a written partnership agreement with UpSkill Global or its Independent Commercial Distribution Partner to deliver certification programmes to its students.
“Authorised User” means any individual permitted to access the Platform under a valid account, whether as an individual enrollee or as a student enrolled through an Institutional Partner.
“User,” “you,” or “your” means any individual or entity accessing or using the Platform in any capacity, including as a prospective student, enrolled student, institutional representative, or general visitor.

2. Acceptance of Terms; Eligibility

2.1 By accessing, browsing, registering an account on, enrolling in a course through, or otherwise using the Platform in any way, you represent, warrant, and agree that:

you are at least 18 years of age, or you are using the Platform under the direct supervision and with the informed consent of a parent or legal guardian who agrees to be bound by these Terms on your behalf;
you have full legal capacity under the laws of your jurisdiction to enter into a binding contract;
all information you provide to us is true, accurate, current, and complete, and you will promptly update such information as necessary;
if you are accessing the Platform on behalf of an institution, employer, or other organisation, you have full authority to bind that organisation to these Terms; and
your use of the Platform complies with all applicable laws and regulations in your jurisdiction, and it is solely your responsibility to determine whether such use is lawful where you are located.

2.2 We reserve the right, at our sole discretion, to refuse access to, suspend, or terminate the account of any User who does not meet these eligibility requirements or who we reasonably believe has provided false or misleading information.

2.3 We reserve the right to amend these Terms at any time by posting the revised Terms on the Platform with an updated “Last Updated” date. Your continued use of the Platform following any such amendment constitutes your binding acceptance of the revised Terms. If you do not agree to any revised Terms, your sole remedy is to cease using the Platform.

3. Corporate Structure and Independent Regional Partners

3.1UpSkill Global Education Technologies Inc. is the owner and operator of the Platform, the owner of all Content and intellectual property made available through it, and the sole issuing authority for all Certificates, regardless of the country in which a course is delivered or a Certificate is issued.

3.2UpSkill Global's programmes are made available internationally through Independent Commercial Distribution Partners and Institutional Partners that are independently incorporated, locally licensed, and operate their own businesses under written licensing and partnership agreements with UpSkill Global. Where you enrol in, pay for, or receive a course through an Independent Commercial Distribution Partner or an Institutional Partner, your contractual relationship for enrolment, payment, and local delivery is with that Independent Commercial Distribution Partner or Institutional Partner alone, while your Certificate is issued by, and your rights concerning the Certificate itself (including verification, use, and revocation) are governed by, UpSkill Global directly. UpSkill Global is not a party to that local enrolment agreement, except to the extent expressly stated in these Terms regarding the issuance, verification, revocation, and administration of Certificates.

3.3Nothing in these Terms, any MOU, or any commercial arrangement shall be construed as creating an agency, partnership, employment relationship, branch office, franchise, representative office, fiduciary relationship, permanent establishment, or joint venture between UpSkill Global and any Independent Commercial Distribution Partner or Institutional Partner, for any purpose. Each Independent Commercial Distribution Partner and Institutional Partner operates its own business independently, in its own name and for its own account, and bears sole responsibility for its compliance with local laws, including tax, consumer protection, employment, licensing, advertising, and data protection laws applicable in its own jurisdiction.

3.4Users in India acknowledge that course enrolment, invoicing, and payment collection for programmes delivered in India are conducted by UpSkill Education Technologies Private Limited, in its own name and for its own account, as an Independent Commercial Distribution Partner for India, and that Certificates issued to such Users are nonetheless issued by, and remain the property of, UpSkill Global Education Technologies Inc., Ontario, Canada.

3.5As of the Last Updated date of these Terms, UpSkill Global does not maintain any office, employees, agents, or other fixed place of business in India, does not own or lease premises or maintain inventory in India, and does not negotiate or habitually conclude contracts with learners in India. UpSkill Global does not maintain any dependent agent in India authorised to habitually conclude contracts on its behalf, and does not exercise control over the day-to-day business operations of its Independent Commercial Distribution Partner in India. This Section reflects UpSkill Global's operating structure as at the date stated above and will be updated if that structure changes.

3.6For transparency, our Independent Commercial Distribution Partner for India is registered as follows. It is solely responsible for the accuracy of this information and for its own regulatory filings and compliance in India:

Legal Name	UpSkill Education Technologies Private Limited
Corporate Identity Number (CIN)	U85306MH2026PTC473241
Date of Incorporation	9 July 2026
Registered under	The Companies Act, 2013 — Ministry of Corporate Affairs, Central Registration Centre
Registered Office	Plot 55, S. No. 263, Sector 8, RSC-14, Malwani, Kharodi, Malad West, Mumbai – 400095, Maharashtra, India
Relationship to UpSkill Global	Independent Commercial Distribution Partner for the territory of India under a written memorandum of understanding, not an agent, subsidiary, branch, or legal representative of UpSkill Global.

4. Description of Services

UpSkill Global provides, through the Platform:

professional development and skills certification programmes delivered through an online Learning Management System with local instructional support and delivery, where applicable, provided through the relevant Institutional Partner or Independent Commercial Distribution Partner rather than by UpSkill Global directly offered at two distinct levels a Foundation/Specialist-level programme (self-paced, assessment-based) and a Professional-level programme (structured, blended delivery incorporating instructional content) as described on each course's detail page;
digitally verifiable Certificates issued upon successful completion of a course and the applicable assessment;
institutional partnership arrangements for colleges, universities, schools, and independent training academies seeking to offer Authorised Training Center status to their students; and
course content, assessments, and learning materials across subject areas including, without limitation, business intelligence, data analytics, digital marketing, cybersecurity, programming, artificial intelligence applications, and related professional and vocational fields.

UpSkill Global reserves the right to add, modify, suspend, or discontinue any course, feature, or aspect of the Platform at any time without liability to you, except as expressly required by these Terms with respect to courses in which you are already enrolled and have paid for.

4.1 Export Controls and Sanctions
You represent and warrant that you are not located in, under the control of, or a national or resident of any country or region subject to comprehensive trade sanctions, and that you are not identified on any restricted party, denied person, or sanctioned entity list maintained by Canada, the United States, the United Nations, or any other applicable governmental authority. You agree not to access or use the Platform in violation of any applicable export control, trade sanction, or anti-boycott law. You further agree to comply with all applicable intellectual property laws in connection with your use of the Platform and any Content.

5. Account Registration and Security

5.1 Creating an Account
To access courses, assessments, or Certificates, you must register for an account. You agree to provide accurate, current, and complete information at registration and to promptly update it as it changes. You may not register using a false identity, impersonate any other person, or maintain more than one account without our prior written consent.

5.2 Account Security
You are solely and fully responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorised by you. You agree to notify us immediately at info@upskillglobaledutech.ca upon becoming aware of any unauthorised use of your account. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

5.3 Institutional and Regional Accounts
Institutional Partners accessing the Platform through an Institute Login are bound both by these Terms and by their separate written partnership agreement with UpSkill Global or the relevant Independent Commercial Distribution Partner. In the event of any direct conflict between these Terms and the specific commercial terms of such a written agreement, the written agreement shall govern as to the matters it specifically addresses, and these Terms shall govern all other matters, including intellectual property, acceptable use, and dispute resolution.

6. Course Enrolment, Fees, and Payment

6.1 Individual Enrolment and Pricing
Course fees are displayed on each course detail page. Where a course is offered internationally, fees may be displayed in Canadian Dollars (CAD) or the applicable local currency of the Independent Commercial Distribution Partner through which you are enrolling; the currency and amount actually payable by you will be clearly stated at the point of enrolment and payment.

6.2 Institutional and Bulk Enrolment
Institutional Partners may enrol students in bulk under the terms of their signed partnership agreement. Institutional pricing, payment schedules, and minimum enrolment requirements are governed by that agreement and, where applicable, by the pricing and currency terms of the relevant Independent Commercial Distribution Partner.

6.3 Payment Processing

Fees must be paid in full prior to course access being granted, unless an instalment arrangement has been agreed in writing.
Where you enrol directly with UpSkill Global (outside India), fees are processed by UpSkill Global's own third-party, PCI-compliant payment processor. UpSkill Global does not store your full payment card details on its servers.
Where you enrol through our Independent Commercial Distribution Partner in India, that Partner contracts with you in its own name for payment collection, using its own third-party, PCI-compliant payment processor. UpSkill Global is not a party to, and assumes no responsibility or liability in connection with, that payment transaction. Payment disputes relating to enrolments through an Independent Commercial Distribution Partner must be addressed directly to that Partner.
All applicable taxes, duties, and levies including Goods and Services Tax (GST) in India or Harmonized Sales Tax (HST) in Canada, where applicable are additional to the displayed course fee unless expressly stated to be inclusive.
We reserve the right to change course fees at any time; such changes will not affect enrolments already confirmed and paid in full.

6.4 Refund Policy

The following refund rules apply to enrolments made directly with UpSkill Global (outside India). Enrolments made through our Independent Commercial Distribution Partner in India, and institutional bulk enrolments, follow the separate rules set out below.

Full refund: available if requested within 7 days of enrolment, provided you have not accessed more than 20% of the course content.
No refund: once you have accessed more than 20% of course content, or after 7 days from enrolment (whichever occurs first), no refund will be issued, except as required by applicable consumer protection law that cannot be excluded by agreement.
Technical failure: if you are unable to access course content due to a verified fault on our Platform, contact us at info@upskillglobaledutech.ca; we will either restore access within a reasonable time or provide another appropriate remedy, which may include a refund where required by applicable law.
Enrolments through our Independent Commercial Distribution Partner in India: refunds are handled exclusively by the Independent Commercial Distribution Partner in accordance with its own contractual terms and applicable law; UpSkill Global is not a party to, and bears no responsibility or liability in connection with, such refunds.
Institutional enrolments: refund terms for institutional bulk enrolments are governed exclusively by the applicable written partnership agreement.

To request a refund from UpSkill Global directly, email info@upskillglobaledutech.ca with your full name, registered email address, course name, and the reason for your request. Nothing in this Section limits any non-excludable statutory refund or cancellation right available to consumers under the mandatory law of your jurisdiction of residence.

6.5 Fraud Prevention

UpSkill Global reserves the right to verify your identity, including by requesting government-issued identification where reasonably necessary, to detect and prevent fraud, and to suspend, delay, or refuse any transaction, enrolment, or account that it reasonably suspects to be fraudulent, unauthorised, or otherwise in violation of these Terms. We may cooperate with payment processors, financial institutions, and law enforcement authorities where required or permitted by applicable law in connection with suspected fraudulent activity.

7. Course Access, Assessments, and Certification

7.1 Course Access

Course access granted to you is personal, non-transferable, and non-exclusive. You may not share your login credentials, permit any other person to complete coursework or assessments on your behalf, or resell or sublicense your access. Access is valid for the duration stated on the applicable course detail page and is conditional on the continued operation and availability of the Platform and the relevant course.

7.2 Assessments and Academic Integrity

Assessments must be completed personally by the enrolled User.
The use of unauthorised artificial intelligence tools, impersonation, collusion, or any other form of academic dishonesty in completing an assessment is strictly prohibited and will result in immediate disqualification of the assessment result, and may result in suspension or termination of your account and revocation of any Certificate obtained.
The minimum pass mark and number of permitted re-attempts for each course are specified on the relevant course detail page and are subject to change on reasonable notice for future enrolments.

7.3 Certificates

Upon successful completion of a course and the applicable assessment, a digital Certificate will be issued in the name in which you are registered on the Platform.
Certificates bear a unique certificate identification number and a QR code enabling independent, real-time verification through the Platform's Certificate Verification system at www.upskillglobaledutech.ca/verify-certificate.
All Certificates are issued by, and remain at all times the intellectual property of, UpSkill Global Education Technologies Inc., Ontario, Canada, regardless of the country in which the underlying course was delivered.
UpSkill Global reserves the right, at its sole discretion, to revoke, suspend, or invalidate any Certificate that it reasonably determines was obtained through dishonest means, identity fraud, breach of these Terms, or violation of the academic integrity provisions above.
Certificates are licensed to the recipient for personal and professional use, including presentation to prospective employers, educational institutions, and professional networks, subject to Section 9 (Intellectual Property) below.

7.4 Nature and Recognition of Certificates

Certificates issued through the Platform are private, industry-oriented skill certifications issued by a privately incorporated company. They do not constitute, and must not be represented by any User or Institutional Partner as constituting, a government-issued qualification, professional license, academic degree, or diploma of any kind, in any jurisdiction. UpSkill Global makes no representation, warranty, or guarantee that any Certificate will be recognised, accepted, or given any particular weight by any employer, educational institution, professional body, immigration authority, or government agency in any country. Recognition and value of a Certificate is determined entirely at the discretion of the third party to whom it is presented.

8. Acceptable Use Policy

You agree that you will NOT, under any circumstances:

use the Platform for any unlawful, fraudulent, deceptive, or harmful purpose, in any jurisdiction;
attempt to gain unauthorised access to any part of the Platform, its servers, databases, or any connected system, or conduct any security scan, penetration test, or vulnerability assessment of the Platform without our prior written authorisation;
upload, transmit, or introduce any virus, malware, ransomware, or other harmful or disruptive code, or launch or facilitate any denial-of-service or distributed denial-of-service attack against the Platform;
engage in credential stuffing, credential sharing, brute-force login attempts, or any automated attempt to guess or misuse account credentials;
scrape, crawl, harvest, or systematically extract any data, Content, or personal information from the Platform, or misuse, abuse, or exceed the authorised scope of any application programming interface (API) made available by the Platform, without our prior written consent;
impersonate any person or entity, or misrepresent your affiliation with any person, entity, or Institutional Partner;
copy, reproduce, screen-record, photograph, share, sell, sublicense, distribute via file-sharing networks, messaging applications, or mirror websites, or otherwise commercially exploit any Content, assessment materials, question banks, or Certificate design without our prior written consent;
engage in any conduct that disrupts, damages, degrades, or impairs the performance, security, or availability of the Platform for any other User;
use bots, scripts, scrapers, or other automated means to interact with the Platform without authorisation, including reverse engineering, decompiling, or disassembling any software underlying the Platform except to the extent such restriction is prohibited by applicable law;
post, upload, or transmit any content that is defamatory, obscene, hateful, discriminatory, or otherwise unlawful; or
use another person's account or attempt to circumvent any access, security, or payment control on the Platform.

We reserve the right to investigate any suspected violation of this Section and to take any action we deem appropriate, including immediate suspension or termination of your account, removal of content, revocation of Certificates obtained in connection with the violation, pursuit of civil remedies, and referral to law enforcement or regulatory authorities in any relevant jurisdiction.

9. Intellectual Property

9.1 Ownership
All Content on the Platform including course materials, videos, lesson notes, assessments and question banks, course structure and sequencing, educational methodologies and instructional design, the underlying LMS software, databases, frameworks, user interface designs, trademarks, logos, the UpSkill Global brand and name, and Certificate designs and templates is the exclusive property of UpSkill Global Education Technologies Inc., or is licensed to UpSkill Global by its content development partners, and is protected under the copyright, trademark, trade secret, and intellectual property laws of Canada, and under applicable international treaties and conventions, including the Berne Convention, to which protection extends in most countries worldwide, including under the Copyright Act, 1957, and the Trade Marks Act, 1999, of India. Certain aspects of the Platform, including but not limited to question bank content, examination methodology, and internal quality-assessment criteria, constitute confidential trade secrets of UpSkill Global, and no right to access, extract, or disclose such trade secrets is granted under these Terms.

9.2 Limited Licence to Users
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to: access and view Content for your own personal, non-commercial learning; download and print course notes solely for your own personal study; and share your Certificate and its verification link with third parties solely for the purpose of demonstrating your qualification. No other rights are granted, whether by implication, estoppel, or otherwise.

9.3 Restrictions
Except as expressly permitted in Section 9.2, you must not, without our prior written permission: copy, reproduce, republish, distribute, or make available any Content; sell, sublicense, rent, or otherwise commercially exploit any Content; use our name, logo, trademarks, or the terms “Authorised Training Center” or any similar designation in any manner not expressly authorised in a written agreement with us, or in any manner that implies an accreditation, endorsement, or affiliation beyond what has been expressly granted; or record, screen-capture, or otherwise reproduce any live or recorded course session for external distribution.

9.4 Institutional Partner Obligations Regarding Terminology
Institutional Partners are expressly prohibited from describing themselves, their programmes, or their relationship with UpSkill Global using the terms “accredited,” “accreditation,” or any equivalent term implying formal institutional accreditation by UpSkill Global, unless UpSkill Global has expressly granted such status in writing under a formal accreditation framework separately published by UpSkill Global. The correct and only authorised designation for an approved Institutional Partner is “Authorised Training Center” or “Authorised Partner” of UpSkill Global Education Technologies Inc. Any breach of this Section 9.4 shall entitle UpSkill Global to immediately suspend or terminate the applicable partnership agreement without notice, in addition to any other remedy available at law.

9.5 User-Generated Content
If you submit any content to the Platform including assignment responses, forum posts, reviews, or feedback you grant UpSkill Global a worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to use, reproduce, adapt, and display that content for the purposes of operating, promoting, and improving the Platform. You represent that you own or have the necessary rights to grant this licence, and you retain ownership of your own original work subject to this licence.

9.6 Copyright Infringement Notices
If you believe any Content on the Platform infringes your copyright, please contact us at info@upskillglobaledutech.ca with sufficient detail to identify the material and your claim. We will investigate and respond in accordance with applicable Canadian copyright law.

10. Confidential Information

10.1 In the course of using the Platform, particularly as an Institutional Partner, you may become aware of confidential and proprietary information belonging to UpSkill Global, including without limitation pricing structures, question banks and assessment materials, instructor and training manuals, internal business methods and processes, unpublished course content, partnership and commercial terms, and technical or operational documentation (“Confidential Information”).

10.2 You agree to hold all Confidential Information in strict confidence, to use it solely for the purpose for which it was disclosed to you, and not to disclose, publish, or distribute it to any third party without our prior written consent, except where disclosure is required by law or court order, in which case you agree to provide us with prompt notice to the extent legally permitted.

10.3 This obligation of confidentiality shall survive the termination of your account, enrolment, or any partnership agreement with UpSkill Global, and applies in addition to, and not in place of, any confidentiality obligations set out in a separate written agreement between you and UpSkill Global or its Independent Commercial Distribution Partner.

11. Third-Party Links and Services

The Platform may contain links to third-party websites, payment processors, tools, or resources, provided solely for your convenience. UpSkill Global does not control, endorse, warrant, or assume responsibility for the content, accuracy, or practices of any third-party website or service, and is not liable for any loss or damage of any kind arising from your use of, or reliance on, any such third-party website or service. You access any third-party link entirely at your own risk and subject to that third party's own terms and privacy practices.

12. Privacy and Data Protection

12.1 Our collection, storage, use, and disclosure of your personal data is governed by our Privacy Policy, published separately on the Platform, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection and processing of your personal data as described in that Privacy Policy.

12.2 UpSkill Global takes reasonable technical and organisational measures designed to protect personal data it processes directly, and complies with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and, where it processes the personal data of individuals in India directly through the Platform, India's Digital Personal Data Protection Act, 2023. Our Independent Commercial Distribution Partner in India processes personal data independently, as its own Data Fiduciary under the Digital Personal Data Protection Act, 2023, under its own separate privacy notice, as further described in our Privacy Policy.

12.3 We do not sell your personal data to third parties. You have the right to request access to, correction of, or deletion of your personal data, subject to applicable law, by contacting us at info@upskillglobaledutech.ca.

12.4 Given the international nature of the Platform, your personal data may be transferred to, stored in, and processed in Canada, India, or other countries in which UpSkill Global or its service providers operate, as described in, and subject to the safeguards and consent mechanisms set out in, our Privacy Policy.

13. Disclaimers

13.1 Platform Provided “As Is”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

13.2 Platform Availability and Maintenance
We do not guarantee that the Platform will be available at all times or free from interruption, and we may suspend, modify, or discontinue any part of the Platform at any time, with or without notice, for reasons including scheduled maintenance, emergency outages, or disaster recovery procedures, without liability to you, except to the extent this would deprive you of access to a course you have already paid for without an appropriate remedy, such as an extension of your access period.

13.3 Accuracy of Content
While we take reasonable care to ensure Content is accurate and current, we make no warranty that all information on the Platform is accurate, complete, reliable, or up to date. Course content is provided for educational and professional development purposes only and must not be relied upon as professional, legal, medical, financial, tax, or investment advice.

13.4 Certificate Recognition
As stated in Section 7.4, UpSkill Global makes no guarantee, representation, or warranty, express or implied, that any Certificate will be recognised, accepted, or valued by any employer, educational institution, professional body, immigration authority, or government agency in any jurisdiction. Any decision to enrol is made on this express basis.

14. Limitation of Liability and Indemnification

14.1 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPSKILL GLOBAL EDUCATION TECHNOLOGIES INC., OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, ADVISORS, SHAREHOLDERS, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, INDEPENDENT COMMERCIAL DISTRIBUTION PARTNERS, OR INSTITUTIONAL PARTNERS (COLLECTIVELY, THE “UPSKILL PARTIES”), BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, EMPLOYMENT OPPORTUNITY, OR PROFESSIONAL ADVANCEMENT, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM, ANY COURSE, OR ANY CERTIFICATE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO INDIVIDUAL DIRECTOR, OFFICER, EMPLOYEE, CONTRACTOR, CONSULTANT, ADVISOR, OR SHAREHOLDER OF UPSKILL GLOBAL SHALL HAVE ANY PERSONAL LIABILITY TO YOU IN CONNECTION WITH THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

14.2
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE UPSKILL PARTIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY COURSE OR CERTIFICATE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO UPSKILL GLOBAL (OR THE RELEVANT INDEPENDENT COMMERCIAL DISTRIBUTION PARTNER, AS APPLICABLE) FOR THE SPECIFIC COURSE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3
Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by our negligence, or for any other liability that cannot lawfully be excluded or limited under the mandatory law of the Province of Ontario or any other jurisdiction whose consumer protection law applies to you and cannot be contracted out of.

14.4 Indemnification
You agree to defend, indemnify, and hold harmless UpSkill Global Education Technologies Inc., its directors, officers, employees, agents, Independent Commercial Distribution Partners, and Institutional Partners from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your breach of these Terms; (b) your violation of any applicable law or the rights of any third party; (c) your use or misuse of the Platform, any Content, or any Certificate; or (d) any content you submit to the Platform.

14.5 No Liability for Acts of Independent Third Parties
Without limiting Section 14.1, UpSkill Global shall not be liable, to the fullest extent permitted by applicable law, for any act, omission, error, delay, negligence, or default of any Institutional Partner, Independent Commercial Distribution Partner, third-party payment provider, internet service provider, or hosting provider, whether or not such party falls within the definition of the “UpSkill Parties” above, including any failure by such party to deliver a course, process a payment, issue a refund, or otherwise perform its own obligations to you.

15. Institutional Partners

Colleges, universities, schools, and training academies that have entered into a written partnership agreement with UpSkill Global or its Independent Commercial Distribution Partner additionally agree that they will:

not represent UpSkill Global's programmes or Certificates to students, parents, or the public in any manner that overstates, misstates, or implies government approval, statutory accreditation, or academic equivalence not expressly authorised in writing;
not make, imply, or permit any representation of guaranteed job placement, guaranteed employment, guaranteed salary outcomes, visa eligibility, immigration benefit, or any other outcome that UpSkill Global has not expressly and specifically guaranteed in writing;
use only the designation “Authorised Training Center” or “Authorised Partner” of UpSkill Global Education Technologies Inc., and never describe themselves or the relationship using the words “accredited” or “accreditation” except where expressly and separately authorised in writing, as set out in Section 9.4 above;
not modify, reproduce, republish, or redistribute UpSkill Global course content or question banks without prior written consent;
provide accurate and timely student enrolment and academic records as required under their written partnership agreement;
certify, and permit UpSkill Global to audit, that verifiable parental or guardian consent has been obtained in compliance with applicable law prior to enrolling any student known to be under the age of 18;
acknowledge that all Certificates are issued solely by UpSkill Global Education Technologies Inc. and that no Institutional Partner may issue its own certificates purporting to be, or to carry the authority of, an UpSkill Global certification; and
ensure that students are accurately and fully informed of the private, non-governmental nature of UpSkill Global Certificates, as described in Section 7.4, prior to enrolment.

Breach of any obligation in this Section 15 by an Institutional Partner shall be treated as a material breach of these Terms and of the applicable partnership agreement, entitling UpSkill Global to immediate suspension of platform access, termination of the partnership, and pursuit of all available remedies.

16. Governing Law, Arbitration, and Class Action Waiver

16.1 Scope
This Section 16 governs disputes between you and UpSkill Global relating to these Terms, the Platform, or your direct relationship with UpSkill Global. Disputes relating solely to enrolment, payment, or local course delivery through an Independent Commercial Distribution Partner are governed by that Partner's own terms and dispute resolution mechanism, and are not subject to this Section 16, consistent with Section 3.2.

16.2 Governing Law
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles that would result in the application of the laws of any other jurisdiction, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded.

16.3 Mandatory Informal Resolution
Before either party commences any formal legal proceeding or arbitration, the parties agree to first attempt in good faith to resolve the dispute informally by the complaining party sending a written notice describing the dispute to info@upskillglobaledutech.ca (for Users) or to the address for notice specified in the User's account (for UpSkill Global). Both parties agree to negotiate in good faith for a period of no less than thirty (30) days from the date of such notice before escalating the matter.

16.4 Binding Arbitration
If a dispute is not resolved informally under Section 16.3, and subject to Section 16.6 below, you and UpSkill Global agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, any course, or any Certificate shall be resolved exclusively by final and binding arbitration, rather than in court, except that either party may bring an individual claim in small claims court if the claim qualifies. The arbitration shall be conducted in the English language, before a single arbitrator, under the Arbitration Act, 1991 (Ontario) where you are located in Canada, or under the Rules of Arbitration of the International Chamber of Commerce (ICC), seated in Toronto, Ontario, Canada, where you are located outside Canada — in each case unless the mandatory consumer protection law applicable to you provides otherwise. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction worldwide.

16.5 Class Action and Jury Trial Waiver
YOU AND UPSKILL GLOBAL EACH AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PROCEEDING TO RESOLVE ANY DISPUTE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST UPSKILL GLOBAL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WHERE ARBITRATION IS APPLICABLE UNDER SECTION 16.4, BOTH PARTIES ALSO WAIVE ANY RIGHT TO A TRIAL BY JURY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16.6 Exceptions — Injunctive Relief and Non-Arbitrable Claims
Notwithstanding Section 16.4, either party may seek interim, urgent, or injunctive relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights, unauthorised access to the Platform, or breach of confidentiality, without first pursuing arbitration or the informal resolution process in Section 16.3. In addition, where the mandatory consumer protection law of your jurisdiction of habitual residence does not permit disputes to be resolved by arbitration or does not permit a class action waiver to be enforced against you as a consumer, this Section 16 shall apply only to the maximum extent permitted under that mandatory law, and the courts of the Province of Ontario shall have non-exclusive jurisdiction over any remaining or excepted claim.

16.7 Jurisdiction for Non-Arbitrable and Institutional Disputes
For any claim not subject to arbitration under this Section 16 (including disputes with Institutional Partners under their separate written agreements, unless that agreement specifies otherwise), the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, and waive any objection to that jurisdiction on grounds of inconvenient forum or otherwise.

16.8 Time Limitation on Claims
To the fullest extent permitted by applicable law, any claim or cause of action arising out of or related to your use of the Platform or these Terms must be filed within one (1) year after the claim or cause of action arose, or such claim or cause of action shall be permanently barred, except where a longer period is mandated by non-excludable law applicable to you.

17. Termination

We may suspend or terminate your access to the Platform at any time, with or without prior notice, if: you breach any provision of these Terms; we reasonably believe your account is being used fraudulently, dishonestly, or in violation of Section 8; your conduct is harmful to other Users, to us, or to any third party; or we are required to do so by law, regulation, or court order.

Upon termination, your right to access the Platform ceases immediately. Certificates already validly issued to you will not be revoked solely because your account is later terminated, unless the termination arises from dishonest conduct in obtaining that Certificate or a violation of Section 7.2 or Section 8. You may terminate your own account at any time by contacting info@upskillglobaledutech.ca; such termination does not entitle you to a refund except as expressly provided in Section 6.4.

18. General Provisions

18.1 Entire Agreement
These Terms, together with our Privacy Policy and any signed partnership or enrolment agreement applicable to you, constitute the entire agreement between you and UpSkill Global regarding your use of the Platform, and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

18.2 Severability
If any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be unlawful, void, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.

18.3 No Waiver
Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of that right or provision unless acknowledged and agreed to by us in writing.

18.4 Assignment
You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer our rights and obligations under these Terms, in whole or in part, without restriction and without your consent, including to any successor or holding company of UpSkill Global, or in connection with a merger, acquisition, share sale, asset sale, corporate reorganisation, restructuring, or spin-off involving UpSkill Global.

18.5 Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including natural disasters, pandemics or epidemics, acts of government, war or civil unrest, labour strikes, cyberattacks, ransomware or other malicious cyber incidents, outages of cloud, hosting, or third-party AI service providers, internet or telecommunications failures, or other similar events.

18.6 Language
These Terms are drafted in the English language. Any translation provided is for convenience only, and the English version shall govern and prevail in the event of any inconsistency.

18.7 Notices
Any notice required or permitted to be given under these Terms shall be given in writing to info@upskillglobaledutech.ca (for notices to us) or to the email address associated with your account (for notices to you), and shall be deemed received on the date sent, provided no delivery failure notification is received.

18.8 Electronic Acceptance and Signatures
By clicking any button or checkbox indicating agreement, by creating an account, by enrolling in a course, or by otherwise continuing to access or use the Platform, you acknowledge and agree that such action constitutes your electronic signature and your legally binding acceptance of these Terms, and that any electronic record of that acceptance has the same force and effect as a handwritten signature and paper record, to the fullest extent permitted under Ontario's Electronic Commerce Act, 2000, and other applicable electronic commerce and electronic signature legislation in Canada, India, and any other jurisdiction from which you access the Platform.

18.9 Survival
The following provisions shall survive any termination or expiration of these Terms or of your use of the Platform, and shall remain in full force and effect: Section 7.3 and 7.4 (Certificates), Section 9 (Intellectual Property), Section 10 (Confidential Information), Section 12 (Privacy and Data Protection), Section 14 (Limitation of Liability and Indemnification), Section 16 (Governing Law, Arbitration, and Class Action Waiver), any accrued payment obligations under Section 6, and any other provision which by its nature is intended to survive.

18.10 Application to Future Products and Services
These Terms shall automatically apply, without further action by either party, to any future website, mobile application, application programming interface, AI-based agent or tool, white-label service, enterprise dashboard, corporate learning portal, software-as-a-service offering, or other product or service that UpSkill Global may develop, launch, or make available under the UpSkill Global name or brand, unless such future product or service is accompanied by its own separate terms of use, in which case those separate terms shall govern to the extent of any inconsistency.

18.11 Reserved Rights
Any right not expressly granted to you under these Terms is reserved by UpSkill Global Education Technologies Inc.

19. Contact Information

If you have any questions, concerns, or requests relating to these Terms of Use, please contact us at:

UpSkill Global Education Technologies Inc.
186 Jarvis Street, Toronto, Ontario, M5B 2B7, Canada
Email: info@upskillglobaledutech.ca