Terms of Use

1. Agreement to terms

These Terms of Use ("Terms") constitute a legal agreement between you and LearnShift Inc. ("LearnShift," "we," "us," or "our"), a corporation operating from Halifax, Nova Scotia, Canada. By accessing or using learnshift.life (the "Site") or engaging our advisory services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Site or our services.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization. In that case, "you" refers to the organization.

2. About LearnShift

LearnShift provides AI transformation advisory for education and learning organizations — including strategy, governance design, educator enablement, learning analytics interpretation and responsible tool adoption guidance. We are an advisory practice, not an accredited educational institution. We do not grant degrees, diplomas, credits or professional licences. We do not operate a public self-serve course platform, a coding bootcamp with guaranteed employment, or a personal life-coaching programme.

Registered address: 1546 Barrington Street, Suite 200, Halifax, NS B3J 1Z6, Canada. Business number BN 384610275 RC0001.

3. Permitted use of the Site

You may browse the Site for lawful, personal or internal business purposes related to evaluating or engaging LearnShift advisory services. You may print or download reasonable portions for internal reference provided you do not remove proprietary notices. You must not interfere with Site security, attempt unauthorized access, scrape content at scale, or use automated means that impose unreasonable load on our infrastructure.

Site content is informational. It does not constitute legal, regulatory, financial or pedagogical advice tailored to your circumstances unless provided under a signed services agreement with explicit scope.

4. Prohibited uses

You must not use the Site or our communication channels to:

• Request essay-writing, assignment completion, homework help, exam-taking or any service that undermines academic integrity;
• Harass staff, submit malware, or transmit unlawful, defamatory or discriminatory material;
• Misrepresent your identity, affiliation or authority;
• Harvest personal information of others without consent;
• Republish Site content for commercial redistribution without written permission;
• Circumvent cookie consent mechanisms or probe vulnerabilities except through authorized coordinated disclosure.

We may suspend access and report unlawful activity to appropriate authorities.

5. Advisory services

Specific advisory engagements are governed by a separate proposal, statement of work or master services agreement ("MSA") that prevails over these Terms where they conflict. Unless otherwise agreed in writing:

• Fees are quoted in Canadian dollars and exclusive of applicable taxes;
• Invoices are due per contract payment terms;
• Client cooperation, timely feedback and designated decision-makers are required for delivery;
• Travel and expenses outside Halifax are billed as agreed;
• Either party may terminate per contract notice provisions; work completed to date remains payable.

LearnShift does not guarantee grades, test scores, programme completion rates, enrolment growth, job offers, salary levels or regulatory approvals. Illustrative case descriptions on the Site are not warranties of future performance.

6. Intellectual property

Site content — including text, graphics, logos, layout and compilation — is owned by LearnShift or licensed to us and protected by Canadian and international intellectual property laws. The LearnShift name, LS monogram and "The Shift" design elements are our branding assets.

Unless a services agreement states otherwise, deliverables created specifically for a client under a paid engagement are licensed or assigned as set out in that agreement. LearnShift retains ownership of pre-existing methodologies, templates, frameworks and know-how used across clients. Client-provided materials remain the client's property; you grant us a limited licence to use them for the engagement.

7. AI-assisted materials

LearnShift may use artificial intelligence tools to draft internal working documents, workshop outlines or template language. Educators and qualified staff review outputs before client delivery. AI-generated content may contain errors; clients remain responsible for institutional adoption decisions and learner-facing publication after their own review.

We prohibit use of our advisory relationship to deploy AI in ways that violate academic integrity policies, mislead learners about authorship, or process personal information without appropriate consent and safeguards.

8. Disclaimers

THE SITE AND GENERAL SITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

We do not warrant uninterrupted or error-free Site operation. Education law, collective agreements, accreditation standards and AI regulation evolve; Site summaries may not reflect the latest developments in your jurisdiction.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEARNSHIFT AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SITE (EXCLUDING LIABILITY THAT CANNOT BE LIMITED UNDER NOVA SCOTIA LAW) SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (C$100) FOR SITE-ONLY USE, OR THE FEES PAID BY YOU TO LEARNSHIFT FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE EVENT, WHICHEVER IS GREATER.

Some jurisdictions do not allow certain limitations; in such cases, our liability is limited to the fullest extent permitted by law.

10. Indemnity

You agree to indemnify and hold harmless LearnShift from claims, damages, losses and reasonable legal fees arising from your breach of these Terms, misuse of the Site, violation of law, or infringement of third-party rights — except to the extent caused by our gross negligence or wilful misconduct.

11. Privacy

Our collection and use of personal information is described in the Privacy Policy, incorporated by reference. Contact form submission requires PIPEDA consent. Cookie use is governed by our Cookie Policy.

12. Third-party links and tools

The Site may reference third-party websites, LMS platforms or AI tools for informational purposes. We do not control and are not responsible for third-party content, privacy practices or availability. Your use of third-party services is at your own risk and subject to their terms.

13. Governing law and disputes

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict-of-law rules that would apply another jurisdiction's laws.

Subject to mandatory consumer protections that cannot be contracted away, you agree that the courts of Nova Scotia, sitting in the Halifax Regional Municipality, shall have exclusive jurisdiction over disputes arising from or relating to these Terms or Site use — except that LearnShift may seek injunctive relief in any competent court to protect intellectual property or confidential information.

Before commencing formal proceedings, the parties will attempt in good faith to resolve disputes through direct negotiation for thirty days after written notice. Nothing prevents either party from referring matters to mediation by mutual agreement.

If you are a consumer resident in a province with non-waivable statutory rights, those rights remain unaffected by these Terms.

14. General provisions

Entire agreement (Site). These Terms, the Privacy Policy and Cookie Policy constitute the entire agreement regarding Site use, superseding prior oral or written understandings on that subject.

Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force with the minimum modification needed to make the provision enforceable.

Waiver. Failure to enforce a provision is not a waiver of future enforcement.

Assignment. You may not assign these Terms without our consent. We may assign to an affiliate or successor in connection with a merger or asset sale.

Language. These Terms are drafted in English. Any French translation is provided for convenience; the English version governs in case of discrepancy to the extent permitted by law.

Changes. We may revise these Terms by posting an updated version with a new effective date. Continued Site use after changes constitutes acceptance. Material changes to active MSAs require mutual written agreement.

15. Contact

Questions about these Terms:

LearnShift Inc.
1546 Barrington Street, Suite 200
Halifax, NS B3J 1Z6, Canada
[email protected] · +1 (902) 421-7368