Privacy Policy
Last updated: December 15, 2023
This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.
We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy. This Privacy Policy has been created with the help of the Free Privacy Policy Generator.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of this Privacy Policy:
Account means a unique account created for You to access our Service or parts of our Service.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Going the digital distance, 7 Pugneys Road.
Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.
Country refers to: United Kingdom
Device means any device that can access the Service such as a computer, a cell phone or a digital tablet.
Personal Data is any information that relates to an identified or identifiable individual.
Service refers to the Website.
Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analysing how the Service is used.
Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Website refers to Going the digital distance, accessible from www.goingthedigitaldistance.com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Collecting and Using Your Personal Data
Types of Data Collected
Personal Data
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:
Email address
First name and last name
Usage Data
Usage Data
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
Tracking Technologies and Cookies
We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyse Our Service. The technologies We use may include:
Cookies or Browser Cookies. A cookie is a small file placed on Your Device. You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service. Unless you have adjusted Your browser setting so that it will refuse Cookies, our Service may use Cookies.
Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).
Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. Learn more about cookies on the Free Privacy Policy website article.
We use both Session and Persistent Cookies for the purposes set out below:
Type: Session Cookies
Administered by: Us
Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies identify if users have accepted the use of cookies on the Website.
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.
Use of Your Personal Data
The Company may use Personal Data for the following purposes:
To provide and maintain our Service, including to monitor the usage of our Service.
To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application's push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
To manage Your requests: To attend and manage Your requests to Us.
For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.
We may share Your personal information in the following situations:
With Service Providers: We may share Your personal information with Service Providers to monitor and analyse the use of our Service, to contact You.
For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honour this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.
With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside.
With Your consent: We may disclose Your personal information for any other purpose with Your consent.
Retention of Your Personal Data
The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Transfer of Your Personal Data
Your information, including Personal Data, is processed at the Company's operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.
The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.
Delete Your Personal Data
You have the right to delete or request that We assist in deleting the Personal Data that We have collected about You.
Our Service may give You the ability to delete certain information about You from within the Service.
You may update, amend, or delete Your information at any time by signing in to Your Account, if you have one, and visiting the account settings section that allows you to manage Your personal information. You may also contact Us to request access to, correct, or delete any personal information that You have provided to Us.
Please note, however, that We may need to retain certain information when we have a legal obligation or lawful basis to do so.
Disclosure of Your Personal Data
Business Transactions
If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.
Law enforcement
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
Other legal requirements
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
Comply with a legal obligation
Protect and defend the rights or property of the Company
Prevent or investigate possible wrongdoing in connection with the Service
Protect the personal safety of Users of the Service or the public
Protect against legal liability
Security of Your Personal Data
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Children's Privacy
Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.
If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent's consent before We collect and use that information.
Links to Other Websites
Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party's site. We strongly advise You to review the Privacy Policy of every site You visit.
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
Changes to this Privacy Policy
We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.
We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the "Last updated" date at the top of this Privacy Policy.
You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.
Contact Us
If you have any questions about this Privacy Policy, You can contact us:
Terms and Conditions
Last updated: December 15, 2023
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Country refers to: United Kingdom
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Going the digital distance, 7 Pugneys Road.
Device means any device that can access the Service such as a computer, a cell phone or a digital tablet.
Goods refer to the items offered for sale on the Service.
Orders mean a request by You to purchase Goods from Us.
Service refers to the Website.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Going the digital distance, accessible from www.goingthedigitaldistance.com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Acknowledgment
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
Placing Orders for Goods
By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.
Your Information
If You wish to place an Order for Goods available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.
You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.
By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.
Order Cancellation
We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:
We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.
Your Order Cancellation Rights
Any Goods you purchase can only be returned in accordance with these Terms and Conditions and Our Returns Policy.
Our Returns Policy forms a part of these Terms and Conditions. Please read our Returns Policy to learn more about your right to cancel Your Order.
Your right to cancel an Order only applies to Goods that are returned in the same condition as You received them. You should also include all of the product's instructions, documents and wrappings. Goods that are damaged or not in the same condition as You received them or which are worn simply beyond opening the original packaging will not be refunded. You should therefore take reasonable care of the purchased Goods while they are in Your possession.
We will reimburse You no later than 14 days from the day on which We receive the returned Goods. We will use the same means of payment as You used for the Order, and You will not incur any fees for such reimbursement.
You will not have any right to cancel an Order for the supply of any of the following Goods:
The supply of Goods made to Your specifications or clearly personalized.
The supply of Goods which according to their nature are not suitable to be returned, deteriorate rapidly or where the date of expiry is over.
The supply of Goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
The supply of Goods which are, after delivery, according to their nature, inseparably mixed with other items.
The supply of digital content which is not supplied on a tangible medium if the performance has begun with Your prior express consent and You have acknowledged Your loss of cancellation right.
Availability, Errors and Inaccuracies
We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Prices Policy
The Company reserves the right to revise its prices at any time prior to accepting an Order.
The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Order.
Payments
All Goods purchased are subject to a one-time payment. Payment can be made through various payment methods we have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example).
Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Order.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Termination
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which You are resident.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
Translation Interpretation
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
Income Disclosure Statement
My company offers individuals a chance to generate earnings by utilizing Master Resell Rights for digital courses and products. While I firmly believe that selling Digital Products can be a lucrative income stream for many, I cannot assure any particular level of income or guarantee success.
The income figures showcased in my marketing materials or by other users of this product do not serve as guaranteed income promises. Earnings depend on diverse factors such as personal effort, expertise, and experience. Consequently, actual earnings may fluctuate and are not assured.
I do not claim or guarantee any specific level of success that individuals might attain through our business opportunity, programs, products, or services. The income figures provided are purely for informational purposes and do not encompass expenses associated with running a business, such as marketing, travel, and other operational costs.
Those who become part of our community are accountable for their own achievements and should perform their own thorough assessment to decide if our business opportunity aligns with their needs and goals.
Top of Form
I do not offer any assurances or commitments concerning income or success. Any statements regarding earnings or income should be viewed as projections of what an individual might potentially earn, rather than typical or average earnings.
Our Privacy Policy was last updated on [April 5th, 2023].
Distribution Rights
LICENSING AGREEMENT
This Licensing Agreement ("Agreement") is entered into as of the date purchased, by and between Changing Courses 11 LLC, a Tennessee limited liability company ("Licensor"), and the buyer of the Roadmap 2.0 Product ("Licensee").
WHEREAS, Licensor is the sole and exclusive owner of the 'Roadmap 2.0' product ("Product");
WHEREAS, Licensee desires to obtain certain rights to resell the Product, and Licensor is willing to grant such rights to Licensee, all on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
TERMS OF LICENSE:
By entering into this agreement, the Licensee agrees to the following terms concerning the use, resale, and distribution of the "Roadmap 2.0" product, formerly known as "Roadmap to Riches", copyrighted by Changing Courses 11 LLC:
Scope of License Agreement for Roadmap to Riches and Roadmap 2.0
This license agreement encompasses both "Roadmap to Riches" and its successor, "Roadmap 2.0." By accepting the terms of this agreement, the licensee acknowledges and agrees to be bound by its provisions for both products. Even though "Roadmap to Riches" is being replaced by "Roadmap 2.0," the obligations and protections set forth in this agreement apply equally to both products. Any breach of the terms related to one product will be considered a breach of the entire agreement.
Prohibition of Income Claim Content and License Revocation for Roadmap 2.0 Users
Users of Roadmap 2.0 agree not to make, disseminate, or endorse any statements, advertisements, or representations, directly or indirectly, which make income projections, promises, or guarantees concerning the potential income or earnings that can be derived from the use of Roadmap 2.0. The use of false or misleading income claim content in association with Roadmap 2.0 is strictly prohibited under this license agreement. Users acknowledge that any false, misleading, or deceptive claims regarding potential income can result in significant legal and financial consequences, including potential actions by the Federal Trade Commission (FTC) for deceptive advertising and marketing practices. Violation of this provision will result in the immediate revocation of the license to use Roadmap 2.0 and may lead to further legal action.
(a) Product Integrity and Copyright:
Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise tamper with the Product. This includes, but is not limited to, selling portions of the product, renaming the product, changing material within the product, or altering the creator of the product.
Licensee shall not claim ownership of the Product copyright. However, for marketing and sales purposes, Licensee may claim authorship of the product but must always include the Changing Courses 11 LLC copyrighted material and notices.
(b) Resale Rights:
Licensee may resell the "Roadmap 2.0" product to end users without transferring the Master Resell Rights. Reselling to other resellers is also permitted.
If reselling the Master Resell Rights, Licensee agrees to include these terms and conditions with the product and ensure all customers adhere to this Agreement.
Failure to adhere to these terms will result in the revocation of the Licensee's resell rights, and Changing Courses 11 LLC may pursue legal action for damages caused by misuse.
(c) Distribution Limitations:
Licensee is prohibited from giving away the Product for free or as part of a free bundle.
Licensee may include additional content or opportunities with the Product, provided they do not conflict with the original community agreement for "Roadmap 2.0" by Changing Courses 11 LLC. Misrepresentation: Adding content that falsely represents or misinterprets the intentions, goals, or values of "Roadmap 2.0" or Changing Courses 11 LLC.
Infringement: Incorporating content that infringes on the intellectual property rights, trademarks, or copyrights of Changing Courses 11 LLC or any third party.
Unapproved Modifications: Making significant alterations or modifications to the original content of "Roadmap 2.0" without the explicit consent of Changing Courses 11 LLC.
Unethical Practices: Introducing opportunities or content that involve unethical, illegal, or immoral practices, such as scams, misinformation, or deceptive marketing tactics.
Data Privacy Concerns: Introducing features or content that compromise the data privacy and security of users of "Roadmap 2.0."
(d) Marketing and Promotion:
Licensee agrees to use ethical marketing materials for the promotion of the Product.
False or Misleading Income claims for marketing purposes are strictly prohibited. Licensee agrees to indemnify Changing Courses 11 LLC from any damages resulting from advertising income claims.
(e) Third-Party Payment Platforms:
Licensee agrees to use third-party payment platforms for sales and distribution, adhering to all terms and conditions of said platforms.
Changing Courses 11 LLC is not responsible for any aspect of these platforms.
(f) Pricing:
The minimum sale price for the Product is $497.00 USD. Licensee must ensure that any promotions or discounts do not reduce the sale price below this amount.
(g) Promotional Offers:
Licensee can offer gifts or bonuses with the Product, provided these do not effectively reduce the Product's sale price below the minimum.
(h) Community Guidelines:
Licensee agrees to abide by community guidelines established by Changing Courses 11 LLC.
(i) Agreement Amendments:
This Agreement represents the full understanding between Licensee and Changing Courses 11 LLC. Licensee may not modify this Agreement without written consent from Changing Courses 11 LLC.
(j) Return Policy:
All sales of the Product are final and non-refundable. Licensee must communicate this policy clearly to customers.
(k) Non-Disparagement:
Licensee agrees not to make or encourage defamatory or disparaging statements about Changing Courses 11 LLC or its products.
(l) Confidentiality:
Licensee agrees to treat all proprietary information related to the Product and Changing Courses 11 LLC as confidential.
(m) Audit Rights:
Changing Courses 11 LLC reserves the right to audit the Licensee's records related to the Product to ensure compliance with this Agreement.
(n) Quality Control:
Licensee agrees to maintain high standards of quality in the use, sale, and distribution of the Product.
(o) Relationship of Parties:
The Licensee is an independent business or individual and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship between Changing Courses 11 LLC and the Licensee. Neither party shall have authority to enter into agreements of any kind on behalf of the other party, and neither party shall be considered the agent, employee, or representative of the other.
(p) Severability:
If any provision of this Agreement is found unenforceable, the remainder of the Agreement remains in full force.
(q) Amendments:
Changing Courses 11 LLC may amend this Agreement at its discretion. Licensee agrees to review and adhere to any changes.
The Licensee hereby consents to receive electronic notifications pertaining to any modifications, updates, or changes to the license agreement. Such notifications may be sent via email, through an online portal, or other electronic means as determined by the Licensor. It is the express responsibility of the Licensee to regularly review the terms of the license and to stay informed of any alterations or amendments. The Licensee acknowledges and agrees that their failure to review or be aware of such changes does not relieve them of their obligations under the updated license terms.
(r) Licensee Responsibility:
Licensee acknowledges their responsibility to understand the Product and its uses and to represent it accurately in all marketing and promotional activities.
(s) Community Obligations:
Licensee agrees to uphold and enforce community guidelines and terms and conditions set by Changing Courses 11 LLC if they establish any community or forum related to the Product.
(t) Prohibition of Affiliate Links:
The licensee is strictly prohibited from using affiliate links or any form of affiliate marketing to promote or sell the "Roadmap 2.0" product. Any attempt to use affiliate links for the promotion or sale of the product will be considered a breach of this agreement and may result in immediate termination of the licensee's rights under this agreement.
(u) Use in Membership Sites:
The licensee is permitted to include the "Roadmap 2.0" product as part of their membership site offerings. However, under no circumstances shall the licensee provide, offer, or transfer the resell rights of the "Roadmap 2.0" product to any membership subscribers, regardless of the amount spent or the level of membership tier. The product must be provided to members as a standalone product without any rights to further distribute or resell.
(v) Prohibition on Screen Recording:
The Licensee is expressly prohibited from screen recording, capturing, or reproducing the 'Roadmap 2.0' product in any manner for the purpose of sharing, distributing, or reselling. Any unauthorized screen recording or reproduction of the product is a violation of this agreement and may result in legal action and termination of the Licensee's rights under this agreement.
1. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, transferable, revocable right to resell the Product in accordance with the terms of this Agreement.
2. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
Product Name Alteration: Change, modify, or alter the original name of the Product provided by Changing Courses 11 LLC.
Systematically retrieve data or other content from the Services or Product to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Changing Courses 11 LLC.
Trick, defraud, or mislead Changing Courses 11 LLC and other users, especially in any attempt to learn sensitive account information such as user passwords, potential leads, promotional secrets, or any other business information.
Circumvent, disable, or otherwise interfere with security-related features of the Product, including features that prevent or restrict the use of copying of any Content or enforce limitations on the use of the Product and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in the opinion of Changing Courses 11 LLC, the Product, potential competition, or Changing Courses 11 LLC and its employees, owners, partners, or anyone else that Changing Courses 11 LLC deems suitable to this prohibited activity.
Use any information obtained from the Product in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Product in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Product.
Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including party's uninterrupted use and enjoyment of the Product or modifies, impairs, disrupts, alters, or interferes with the use, features, function, operation, or maintenance of the Product.
Delete the copyright or other proprietary rights notices from any Content or the Product.
Attempt to impersonate another user or person or use the username of another user of the Product who is a Licensee of the Product.
Interfere with, disrupt, or create an undue burden on the Product or Changing Courses 11 LLC or the networks or services connected to the Product.
Harass, annoy, intimidate, or threaten any of Changing Courses 11 LLC employees, affiliates, owners, executive staff, or agents engaged in providing any portion of the Product, Services, or Licensing to you, the Licensee.
Attempt to bypass any measures of the Product designed to prevent or restrict access to the Product, or any portion of the Product.
Use a buying agent or purchasing agent to make purchases of the Product.
3. Ownership vs. License of Digital Product:
Purchase of Digital Product: Upon purchasing the 'Roadmap 2.0' product, the purchaser ("Licensee") acquires a personal, non-exclusive, transferable, and revocable license to access, use, and resell the product for their own personal or business purposes. This license grants the Licensee the right to use and resell the product but does not transfer any intellectual property rights.
Intellectual Property Rights: All copyrights, patents, trademarks, trade secrets, and other intellectual property rights in the 'Roadmap 2.0' product remain the sole and exclusive property of Changing Courses 11 LLC ("Licensor"). The purchase of the product does not convey to the Licensee any rights of ownership in or related to the product, or any intellectual property rights owned by the Licensor.
Continuous Resale Rights: The Licensee is permitted to resell the 'Roadmap 2.0' product to a third party. Upon resale, the Licensee retains their original rights to the product and does not need to transfer their license to the third-party buyer. This means the Licensee can continue to resell the product to multiple parties while still retaining their rights to the product. Each third-party buyer will also acquire a personal, non-exclusive, transferable, and revocable license to access, use, and resell the product under the same terms.
Downloading a Copy: The Licensee is permitted to download the 'Roadmap 2.0' product for personal and business use. The Licensee may also store multiple copies of the product for backup, archival, or redundancy purposes. Furthermore, the Licensee has the right to upload and host the 'Roadmap 2.0' product on their own hosting platform or server. However, any distribution, sharing, or public display of the product outside of the terms outlined in this agreement is strictly prohibited. The downloaded and hosted copies remain subject to the terms and conditions of this agreement.
Clarification on Ownership: For the avoidance of doubt, purchasing the 'Roadmap 2.0' product provides the Licensee with a licensed copy of the product. It does not grant any ownership rights to the intellectual property of the product or any other rights not explicitly mentioned in this agreement.
4. Indemnification:
The Licensee agrees to indemnify, defend, and hold harmless Changing Courses 11 LLC ("Licensor"), and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party"), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or resulting from any claim of a third party related but not limited to: (a) any breach or non-fulfilment of any representation, warranty, or covenant contained in this agreement, or any other agreement contemplated hereby, by the Licensee; (b) any use or misuse of the 'Roadmap 2.0' product by the Licensee or any third party gaining access to the product through the Licensee; or (c) any infringement of intellectual property rights arising from the Licensee's unauthorized use or modification of the product.
5. Termination:
This Agreement shall commence on the Effective Date of Purchase and shall continue in full force until terminated as provided herein. Either party may terminate this Agreement at any time, with or without cause, by providing the other party a written notice of termination. Upon termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement, including the right to resell the 'Roadmap 2.0' product, shall immediately cease, and the Licensee shall immediately cease all use, promotion, and sales of the Product. The Licensee shall also, within 10 days of the termination date, destroy or return to the Licensor any confidential information or materials provided by the Licensor under this Agreement. Termination of this Agreement shall not affect any rights or obligations that: (a) are meant to survive termination (including but not limited to indemnification and limitations of liability); and/or (b) have accrued prior to such termination.
6. Governing Law:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
7. Revocation of License
Changing Courses 11 LLC ("Licensor") reserves the right to revoke the license granted to the Licensee under this Agreement at any time, for any reason, including but not limited to breaches of this Agreement, misuse of the 'Roadmap 2.0' product, or actions that harm the reputation or business interests of the Licensor. Upon revocation of the license, the Licensee shall immediately cease all use, promotion, and sales of the Product and shall, within 10 days of the revocation date, destroy or return to the Licensor any confidential information or materials provided by the Licensor under this Agreement.
8. Updates to Terms and Conditions
Changing Courses 11 LLC ("Licensor") reserves the right to update, modify, or replace any part of these Terms and Conditions by posting updates and changes to our website. It is the Licensee's responsibility to check our website periodically for changes. The continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.
9. Third-Party Protection:
The Licensee acknowledges and agrees that Changing Courses 11 LLC's licensors and service providers are third-party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology and services of such licensors and service providers.
10. Confidentiality
Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
11. Dispute Resolution
Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Nashville, Tennessee, in accordance with the rules of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs.
12. Representations and Warranties
Both parties represent and warrant that they have the full authority to enter into this Agreement and to perform their obligations hereunder; that their execution and performance of this Agreement will not result in a breach of any other agreement to which they are bound; and that they will comply with all applicable laws, rules, and regulations in their performance of this Agreement.
13. Compliance with Laws
The Licensee shall comply with all applicable laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
14. Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
15. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, labour disputes, embargoes, government orders, or any other force majeure event.
16. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
17. CORRECTIONS
There may be information on the website that contains typographical errors, inaccuracies, or omissions that may relate to the 'Roadmap 2.0' product, promotions, offers, product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on the website or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
18. DISCLAIMER
The 'Roadmap 2.0' product is provided "as is" and "as available" for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
19. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the 'Roadmap 2.0' product at any time or for any reason at our sole discretion without notice. Such changes may include, but are not limited to:
Content Updates: Periodic updates to the content to reflect new information, corrections, or improvements.
Feature Changes: Addition, modification, or removal of certain features or functionalities of the product.
Platform Support: Changes to the supported platforms or devices for which the product is available. This may include discontinuation of support for older software versions or devices.
Download Limitations: Adjustments to the number of times a product can be downloaded, or the duration for which a download link remains active.
Access Restrictions: Temporary or permanent restrictions on access to certain parts of the product due to maintenance, security concerns, or other reasons.
Pricing Adjustments: Changes to the pricing of the product, including promotional discounts or price increases.
Format Changes: Alterations to the format or file type of the downloadable content, which may require users to obtain new software or hardware for compatibility.
We also reserve the right to modify or discontinue all or part of the product without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the product.
20. California Residents
If you are a California resident, you are granted specific rights regarding access to your personal information. California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.
725 Cool Springs Blvd. Franklin TN, 37067
Changing Courses 11 LLC attn Zach Pippins
21. Entire Agreement
This Agreement, including any exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly cancelled.
22. MISCELLANEOUS
Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the 'Roadmap 2.0' product. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
Personal Link Program Agreement
1. Purpose of the Agreement:
This Agreement outlines the terms and conditions under which the Participant may use the Personal Link provided by Changing Courses 11 to promote and bring individuals to the Changing Courses 11 community.
2. Personal Link:
Changing Courses 11 will provide the Participant with a unique Personal Link to track the number of individuals they bring into the Changing Courses 11 community.
3. Responsibilities of the Participant:
a) The Participant agrees to actively participate in the Changing Courses 11 community, answer questions, and assist their customers.
b) The Participant acknowledges that they are solely responsible for the satisfaction of their customers and for any damages caused by their actions.
c) The Participant agrees to uphold the values, guidelines, and standards set by Changing Courses 11 when interacting with potential and existing community members.
4. No Affiliation:
a) The Participant understands and agrees that the Personal Link is not an affiliate link.
b) By using the Personal Link, Changing Courses 11 does not endorse, support, or become affiliated with the Participant's business or methods of marketing.
c) The Participant agrees not to represent themselves as an affiliate or partner of Changing Courses 11.
5. Confidentiality:
The Participant agrees to keep confidential any proprietary or non-public information about Changing Courses 11 or its community that they may learn during the course of their participation in the program.
6. Indemnification:
The Participant agrees to indemnify and hold harmless Changing Courses 11 from any claims, damages, or losses resulting from their actions, misrepresentations, or any breach of this Agreement.
7. Non-Disparagement:
The Participant agrees not to make any negative or disparaging statements about Changing Courses 11 or its community, both during and after the termination of this Agreement.
8. Data Protection and Privacy:
The Participant agrees to comply with all applicable data protection laws and regulations. Any personal data collected through the Personal Link will be handled in accordance with Changing Courses 11's privacy policy.
9. Limitation of Liability:
Changing Courses 11 assumes no liability for any damages caused by the Participant. The Participant is 100% responsible for their own actions and any consequences thereof.
10. Term and Termination:
This Agreement will continue indefinitely unless terminated earlier in accordance with its terms. Changing Courses 11 reserves the right to terminate this Agreement and revoke the Participant's right to use the Personal Link if the Participant fails to fulfill their responsibilities or acts detrimentally to Changing Courses 11.
11. Dispute Resolution:
Any disputes arising out of or in connection with this Agreement shall first be attempted to be resolved through amicable negotiations. If the parties cannot resolve the dispute, they agree to submit the dispute to binding arbitration in the State of Tennessee.
12. Amendments:
Changing Courses 11 reserves the right to amend this Agreement at any time. Participants will be notified of any changes through reasonable means, including but not limited to email or community communications.
13. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
14. Restricted Sharing of Links:
a) The Participant agrees not to share any private or restricted links, including but not limited to the registration form link or the program sign-up link, with anyone without the express written permission of Changing Courses 11.
b) Unauthorized sharing of such links is a breach of this Agreement.
c) In the event of unauthorized sharing, Changing Courses 11 reserves the right to pursue the Participant for damages and any other remedies available under the law.
Amendment to Original Agreement 10-16-2023
1. Prohibition of Selling Under a False Name:
a) The Participant expressly agrees not to sell, distribute, or promote the "Roadmap 2.0" under any false, misleading, or unauthorized name, brand, or representation.
b) The Participant acknowledges that the "Roadmap 2.0" is the exclusive intellectual property of Changing Courses 11 and any unauthorized use, including selling under a false name, constitutes a breach of this Agreement and an infringement of Changing Courses 11's intellectual property rights.
c) Any unauthorized use of the "Roadmap 2.0" will result in immediate termination of the Participant's rights under the Original Agreement and may result in legal action for damages and injunctive relief.
2. Damages:
In the event of a breach of this Amendment, Changing Courses 11 reserves the right to pursue the Participant for damages, including but not limited to lost profits, damage to reputation, and any other consequential damages resulting from the unauthorized use of the "Roadmap 2.0".
3. Entire Agreement:
This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
4. Governing Law:
This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee.
Contact Information:
725 Cool Springs Blvd. Franklin TN, 37067
Changing Courses 11 LLC attn Zach Pippins
LEGAL THINGS - Simply Passive
Can the Licensee sell the Simply Passive? YES
Can the Licensee sell the unlimited amounts of Simply Passive? YES
Can the Licensee sell resell rights or master resell rights to Simply Passive? YES
Can the Licensee edit, modify, or alter the product or claim authorship or copyright of Simply Passive? NO
Can the Licensee change the name of the course, Simply Passive, inside the course if I sell registration into your course? No. You may add to the name and brand around the product but the product that is accessed through this method stays named Simply Passive. You can rebrand around it for sales and marketing purposes but the product that users will access if you sell a registration link will stay Simply Passive.
Will the Licensee receive the source files of Simply Passive? NO
Will the Licensee be able to download and edit the original source files? NO
Will the Licensee responsible for providing their own payment processor, and providing customer service to those you bought Simply Passive? YES
Can the Licensee include the Product in a bundle or package and sell it at a higher price? YES
Can the Licensee sell the Product for a lower price or discount? NO
Can the Licensee distribute the Product for free? NO
Can the Licensee offer the Product as a bonus to another product being sold? NO
Can the Product be sold on auction sites such as eBay.com? NO
Can video training included in the Product be modified in any way? NO
Is the minimum sale price for the Product $387 USD? YES
Can the Licensee sell the Product at any price point above $387 USD? YES
Can discounts be applied to the Product's sale price? YES, provided that the discounted price does not fall below the minimum sale price of $387 USD. We recommend $687 discounted down to $387 USD.
Can the Licensee sell the Simply Passive and offer a promo? NO. Simply Passive must marketed, listed & sold for a minimum of $387 USD. Promos such as gift cards back and cash back are not allowed & will result in removal from the course. You may offer your own digital products, services or 1-on-1’s as bonuses.
If you have any particular questions regarding these distribution rights, please reach out to hello@simplypassive.co.
The UBC JV
Master Reseller Agreement
among
THE UBC JV
and
PARTIES PURCHASING THE PRODUCTS
dated as of
MARCH 1, 2024
2
MASTER RESELLER AGREEMENT
This Reseller Agreement (the "Agreement"), dated March 1, 2024, is entered into by and
between UBC JV., a joint venture comprising 12316421 CANADA INC. and 10574104
CANADA INC. (jointly, the "Supplier"), and the Reseller party identified as such in each
purchase email, ("Reseller", and together with Supplier sometimes may be referred to as
the "Parties", and each, a "Party").
WHEREAS, Supplier is in the business of selling and marketing the Products (as
defined below); and
WHEREAS, Reseller is in the business of marketing and reselling the Products;
and
WHEREAS, Reseller wishes to purchase the Products from Supplier and resell
these Products to End Users (as defined below), subject to the terms and conditions of
this Agreement; and
WHEREAS, Supplier wishes to sell the Products to Reseller and appoint Reseller
as a non-exclusive reseller under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and
conditions set out herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
Definitions
Capitalized terms have the meanings set out in this ARTICLE I, or in the Section in which
they first appear in this Agreement.
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry,
audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or
investigation of any nature, civil, criminal, administrative, investigative, regulatory, or
other, whether at law, in equity or otherwise.
"Affiliate" of a Person means any other Person that directly or indirectly, through one or
more intermediaries, Controls, is Controlled by, or is under common Control with, this
Person.
"Claim" means any Action made or brought against a Person entitled to indemnification
under ARTICLE XV.
"Confidential Information" has the meaning set out in Section 13.01.
"Control" (and with correlative meanings, the terms "Controlled by" and "under common
Control with") means, regarding any Person, the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of another Person,
whether through the ownership or voting securities, by contract or otherwise.
3
"Effective Date" means the date first set out above.
"End User" means the final purchaser that (a) has acquired a Product from Reseller for
(i) its own [and its [Affiliates']] internal use and for possible resale, remarketing or
distribution or (ii) incorporation into its own products.
"Governmental Authority" means any federal, provincial, territorial, local or foreign
government or political subdivision thereof, or any agency or instrumentality of the
government or political subdivision, or any self-regulated organization or other nongovernmental regulatory authority or quasi-governmental authority (to the extent that the
rules, regulations or orders of this organization or authority have the force of Law), or
"HST" means harmonized sales tax, or goods and services tax, imposed under the HST
Act (or any provincial or territorial legislation imposing sales tax, harmonized sales tax or
goods and services tax.
"HST Act" means Part IX of the Excise Tax Act (Canada).
"Intellectual Property Rights" means all industrial and other intellectual property rights
comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether
or not Trademarks, registered by any authorized private registrar or Governmental
Authority, web addresses, web pages, website and URLs; (d) works of authorship,
expressions, designs and design registrations, whether or not copyrightable, including
copyrights and copyrightable works, software and firmware, data, data files, and
databases and other specifications and documentation; (e) industrial designs and
industrial design registrations; (f) Trade Secrets and (g) all industrial and other intellectual
property rights, and all rights, interests and protections that are associated with,
equivalent or similar to, or required for the exercise of, any of the foregoing, however
arising, in each case whether registered or unregistered and including all registrations
and applications for, and renewals or extensions of, these rights or forms of protection
under the Laws of any jurisdiction in any part of the world.
"Law" means any statute, ordinance, regulation, rule, code, constitution, treaty, common
law, Governmental Order or other requirement or rule of law of any Governmental
Authority.
"Notify" means to give Notice.
"Patents" means all patents (including all reissues, divisionals, provisionals,
continuations and continuations-in-part, re-examinations, renewals, substitutions, and
extensions thereof), patent applications, and other patent rights and any other
Governmental Authority-issued indicia of invention ownership (including inventor's
certificates and patent utility models).
"Person" means any individual, partnership, corporation, trust, unlimited liability
company, unincorporated organization, association, Governmental Authority, or any other
entity.
4
"Personnel" means agents, employees, or subcontractors engaged or appointed by
Supplier or Reseller.
"Representatives" means a Party's Affiliates, employees, officers, directors, partners,
shareholders, agents, counsel, third-party advisors, successors, and permitted assigns.
"Reseller Contract" means any [material] contract or agreement to which Reseller is a
party or to which any of its material assets are bound.
"Supplier's Intellectual Property Rights" means all Intellectual Property Rights owned
by or licensed to Supplier.
"Supplier's Trademarks" means all Trademarks owned by or licensed to Supplier.
"Taxes" means any commodity tax, including sales, use, excise, value-added, HST,
consumption or other similar tax, including penalties or interest, imposed, levied, or
assessed by any Governmental Authority.
"Trademarks" means all rights in and to Canadian and foreign trademarks, service
marks, trade dress, trade names, business names, brand names, logos, corporate names
and domain names and other similar designations of source, sponsorship, association or
origin, together with the goodwill symbolized by any of the foregoing, in each case
whether registered or unregistered and including all registrations and applications for, and
renewals or extensions of, these rights and all similar or equivalent rights or forms of
protection in any part of the world.
"Trade Secrets" means all inventions, discoveries, trade secrets, business and technical
information and know-how, databases, data collections, patent disclosures and other
confidential and proprietary information and all rights therein.
ARTICLE II
Appointment as Reseller
Section 2.01 Non-Exclusive Appointment. Supplier appoints Reseller, and Reseller
accepts the appointment, to act as a non-exclusive reseller of Products to End Users in
accordance with the terms and conditions of this Agreement. Supplier may in its sole
discretion sell the Products to any other Person, including resellers, retailers and End
Users subject to the terms and conditions hereof.
ARTICLE III
No Franchise Agreement, No Guarantee
5
Section 3.01 No Franchise. The Parties are independent contractors and nothing in this
Agreement shall be deemed or constructed as creating a joint venture, partnership,
agency relationship, franchise, or business opportunity between Supplier and Reseller.
Neither Party, by virtue of this Agreement, will have any right, power, or authority to act
or create an obligation, express or implied, on behalf of the other Party. Each Party
assumes responsibility for the actions of their Personnel under this Agreement and will
be solely responsible for their supervision, daily direction and control, wage rates,
withholding income taxes, Canada Pension Plan contributions, employment insurance
premiums, disability benefits, or the manner and means through which the work under
this Agreement will be accomplished. Except as provided otherwise in this Agreement,
Reseller has the sole discretion to determine Reseller's methods of operation, Reseller's
accounting practices, the types and amounts of insurance Reseller carries, Reseller's
Personnel practices, Reseller's advertising and promotion, Reseller's customers and
Reseller's service areas and methods. The relationship created hereby between the
Parties is solely that of supplier and reseller.
Section 3.02 No Guarantees. The Parties acknowledge and accept that while the
Product may provide the opportunity to generate income, the Supplier makes no
guarantees regarding financial success that any Reseller or End User may achieve using
the Product. Individual success may vary and depends on various factors, including skill,
effort, market conditions, and the demand for the Product. Any testimonials or examples
of income displayed on websites or other promotional materials are exceptional cases
and do not represent a guarantee of future earnings.
Section 3.03 Business Risk. Engaging in any business, including the sale of the
Product, involves inherent risks. Supplier makes no guarantee as to financial results or
that the Product will generate profits of any kind. Parties acknowledge that there are risks
associated with running a business, and assume full responsibility for any outcomes or
losses resulting from use or sale of the Product.
Section 3.04 Income Potential. The income potential associated with the Product is
highly subjective and can vary significantly from person to person. Success depends on
various factors, such as marketing strategies, target audience, competition, and economic
conditions. Supplier cannot predict or guarantee your individual results.
ARTICLE IV
Terms of Agreement Prevail
This Agreement is expressly limited to the terms of this Agreement. The terms of this
Agreement prevail over any terms or conditions contained in any other documentation
related to the subject matter of this Agreement and expressly exclude any of Reseller's
general terms and conditions issued by Reseller.
ARTICLE V
General Reseller Performance Obligations
6
Section 5.01 Marketing and Reselling Products. Reseller shall, in good faith and at
its own expense:
(a) market, advertise, promote, and resell the Products to End Users in
accordance with good business practice;
(b) develop and execute a marketing plan sufficient to fulfil its obligations under
this Agreement;
(c) observe all of Supplier's reasonable directions and instructions in relation to
the marketing, advertising and promotion of the Products;
(d) market, advertise, promote, and resell Products and conduct business in a
manner that at all times reflects favourably on Products and the good name,
goodwill, and reputation of Supplier;
(e) only resell any software or accessories sold, bundled or packaged with any
Product on those terms and conditions as Supplier may, from time to time,
require.
Section 5.02 Authority to Perform Under this Agreement. Reseller shall, at its own
expense, obtain and maintain required certifications, credentials, licences, and permits
necessary to conduct business in accordance with this Agreement.
Section 5.03 Limited End User Support. Following the sale of a Product to any End
User, Reseller shall, at its own expense:
(a) respond to the End Users regarding the general operation and use of the
Product, including:
(i) acting as a liaison between the End User and Supplier in matters
requiring Supplier's participation;
(ii) providing general Product information and configuration support on
standard protocols and features; and
Except as explicitly authorized in this Agreement or in a separate written agreement
with Supplier, Reseller may not service, repair, modify, alter, replace, reverse engineer,
or otherwise change the Products it sells to End Users.
Section 5.04Prohibited Acts. Notwithstanding anything to the contrary in this
Agreement, neither Reseller nor Reseller Personnel shall:
(a) make any representations, conditions, warranties, guarantees, indemnities,
similar claims, or other commitments:
(i) actually, apparently or ostensibly on behalf of Supplier, or
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(ii) to any End User regarding the Products, which representations,
conditions, warranties, guarantees, indemnities, similar claims, or
other commitments are additional to or inconsistent with any thenexisting representations, conditions, warranties, guarantees,
indemnities, similar claims, or other commitments in this Agreement
or any written documentation provided by Supplier to Reseller;
(b) engage in any unfair, competitive, misleading or deceptive practices
respecting Supplier, Supplier's Trademarks or the Products, including, but
not limited to, the following:
(i) offering the Product as part of disparagement or "bait-and-switch"
practice;
(ii) Offering any rebates or cashback offers to incentivize purchase of
the Product;
(iii) Offering any discounts to the Product;
(iv) Offering any incentives or bundled offerings of the Product,
including, but not limited to, add on products, “sneak peaks" or
"template" offerings;
(v) Offering any modified version of the Product;
(vi) Use or sell this product in a dime sale event;
(vii) Offer for sale, the Product on an auction site (such as eBay.com);
(c) sell, either directly or indirectly, or assign or transfer, any Products to any
Person when Reseller knows or has reason to suspect that the Person may
resell any or all of the Products to a third party where such third party may
breach this Agreement.
ARTICLE VI
Supplier Performance Obligations
Section 6.01Supplier Performance Obligations. During the Term, the Supplier may:
(a) provide any information and support that may be reasonably requested by
Reseller regarding the marketing, advertising, promotion, and sale of
Products sold to Reseller under this Agreement; and
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ARTICLE VII
Agreement to Purchase and Sell the Products
Section 7.01 Terms of the Sale. Supplier shall sell Products to Reseller at the Prices
and on the terms and conditions set out in this Agreement.
Section 7.02 Availability; Changes in Products. Supplier may, in its sole discretion:
(a) remove Products without Notice to Reseller;
(b) add to the Products without Notice to Reseller; and
(c) without Notice to Reseller, effect changes to any Products,
in each case, without obligation to modify or change any Products previously delivered or
to supply new Products meeting earlier specifications.
ARTICLE VIII
Order Procedure
Section 8.01Purchase Request. Once Reseller has sold a program to an End User,
the Reseller shall provide invite link to the End User where End User requests access. In
order to be approved, the End User must forward an email receipt to info@ubcmrr.com;
and answer the membership questionnaire (who was course purchased from; did you
forward receipt as required; what is email).
Section 8.02 Supplier's Right to Accept or Reject Purchases. Supplier may, in its sole
discretion, accept or reject any purchase request. Supplier may accept any Purchase
request by confirming the order or by making the Products available, whichever occurs
first.
ARTICLE IX
Price and Payment
Section 9.01Price. Reseller shall purchase the Product from Supplier and End User shall
purchase the Products from Reseller at the prices set out in Supplier's reseller price list
in effect as of the date hereof (the "Prices") and Reseller shall only list for sale the
Products for the same price.
Section 9.02 Taxes.
The Prices are exclusive of all applicable Taxes (including HST and provincial
sales tax). Each Party will be responsible for the payment of and will pay any
applicable taxes, duties, and levies levied on that Party from time to time in relation
to this Agreement.
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ARTICLE X
Resale of the Products
Section 10.01 Resale Prices. Reseller adopts the resale price set by the Supplier
and terms of this Agreement regarding the Product provided, however, Supplier reserves
the right to establish the minimum prices at which the Products may be resold and
reserves the right to enforce compliance with this Agreement at its sole and absolute
discretion.
ARTICLE XI
Compliance with Laws
Section 11.01 General Compliance with Laws Representation and Warranty.
Reseller represents and warrants to Supplier that it is in compliance with all Laws and
Reseller Contracts applicable to this Agreement, the Products, and the operation of its
business.
Section 11.02 General Compliance with Laws Covenant. Reseller shall at all
times comply with all Laws.
ARTICLE XII
Intellectual Property Rights
Section 12.01 Ownership. Subject to the express rights and licences granted by
Supplier in this Agreement, Reseller acknowledges and agrees that:
(a) any and all Supplier's Intellectual Property Rights are the sole and exclusive
property of Supplier or its licensors;
(b) Reseller shall not acquire any ownership interest in any of Supplier's
Intellectual Property Rights under this Agreement;
(c) any goodwill derived from the use by Reseller of Supplier's Intellectual
Property Rights enures to the benefit of Supplier or its licensors, as the case
may be;
(d) if Reseller acquires any Intellectual Property Rights in or relating to any
product (including any Product) purchased under this Agreement (including
any rights in any Trademarks, derivative works or patent improvements
relating thereto), by operation of law, or otherwise, these rights are deemed
and are hereby irrevocably assigned to Supplier or its licensors, as the case
may be, without further action by either Party; and
(e) Reseller shall use Supplier's Intellectual Property Rights solely for the
purposes of performing its obligations under this Agreement and only in
accordance with this Agreement and the instructions of Supplier.
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Section 12.02 Supplier's Trademark Licence Grant. This Agreement does not
grant either Party the right to use the other Party's or their Affiliates' Trademarks except
as set out under this Section 12.02. Subject to the terms and conditions of this Agreement,
Supplier hereby grants to Reseller a non-exclusive, non-transferable and nonsublicensable licence to use Supplier's Trademarks solely on or in connection with the
promotion, advertising and resale of the Products in accordance with the terms and
conditions of this Agreement. Reseller will promptly discontinue the display or use of any
Trademark to change the manner in which a Trademark is displayed or used with regard
to the Products when requested by Supplier. Other than the express licences granted by
this Agreement, Supplier grants no right or licence to Reseller, by implication, estoppel or
otherwise, to the Products or any Intellectual Property Rights of Supplier.
Section 12.03 Prohibited Acts. Reseller shall not:
(a) take any action that interferes with any of Supplier's rights in or to Supplier's
Intellectual Property Rights, including Supplier's ownership or exercise
thereof;
(b) challenge any right, title or interest of Supplier in or to Supplier's Intellectual
Property Rights;
(c) make any claim or take any action adverse to Supplier's ownership of
Supplier's Intellectual Property Rights;
(d) register or apply for registrations, anywhere in the world, for Supplier's
Trademarks or any other Trademark that is similar to Supplier's Trademarks
or that incorporates Supplier's Trademarks in whole or in confusingly similar
part;
(e) use any mark, anywhere, that is confusingly similar to Supplier's
Trademarks;
(f) engage in any action that tends to disparage, dilute the value of, or reflect
negatively on the products purchased under this Agreement (including
Products) or any Supplier Trademark;
(g) misappropriate any of Supplier's Trademarks for use as a domain name
without prior written consent from Supplier; and
(h) alter, obscure, or remove any of Supplier's Trademarks or trademark or
copyright notices or any other proprietary rights notices placed on the
products purchased under this Agreement (including Products), marketing
materials or other materials that Supplier may provide.
Section 12.04 Supplier's Trademark Notices. Reseller shall ensure that all
Products sold by Reseller and all related quotations, specifications, and descriptive
literature, and all other materials carrying Supplier's Trademark, are marked with the
appropriate trademark notices.
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ARTICLE XIII
Confidentiality
Section 13.01 Protection of Confidential Information. From time to time,
Supplier (as "Disclosing Party") may disclose or make available to Reseller (as
"Receiving Party") information about its business affairs, goods and services,
confidential information and materials comprising or relating to Intellectual Property
Rights, Trade Secrets, third-party confidential information, personal information of End
Users and other sensitive or proprietary information; such information, as well as the
terms of this Agreement, whether orally or in written, electronic or other form or media,
and whether or not marked, designated or otherwise identified as "confidential"
constitutes "Confidential Information" hereunder. Confidential Information excludes
information that, at the time of disclosure and as established by documentary evidence:
(a) is or becomes generally available to and known by the public other than as
a result of, directly or indirectly, any breach of this ARTICLE XIII by
Receiving Party or any of its Representatives;
(b) is or becomes available to Receiving Party on a non-confidential basis from
a third-party source; provided that such third party is not and was not
prohibited from disclosing such Confidential Information;
(c) was known by or in the possession of Receiving Party or its Representatives
before being disclosed by or on behalf of Disclosing Party;
(d) was or is independently developed by Receiving Party without reference to
or use of, in whole or in part, any of Disclosing Party's Confidential
Information; or
(e) must be disclosed under applicable Law.
Receiving Party shall of such Confidential Information:
(i) protect and safeguard the confidentiality of Disclosing Party's
Confidential Information with at least the same degree of care as
Receiving Party would protect its own Confidential Information, but
in no event with less than a commercially reasonable degree of care;
(ii) not use Disclosing Party's Confidential Information, or permit it to be
accessed or used, for any purpose other than to exercise its rights or
perform its obligations under this Agreement; and
(iii) not disclose any such Confidential Information to any Person, except
to Receiving Party's Representatives who must know the
Confidential Information to assist Receiving Party, or act on its
behalf, to exercise its rights or perform its obligations under this
Agreement.
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Receiving Party shall be responsible for any breach of this ARTICLE XIII caused
by any of its Representatives. The provisions of this ARTICLE XIII shall survive
termination or expiration of this Agreement for any reason for a period of one (1)
year after such termination or expiration.
In the event of any conflict between the terms and provisions of this ARTICLE XIII
and those of any other provision in this Agreement, the terms and provisions of
this ARTICLE XIII will prevail.
ARTICLE XIV
Representations and Warranties
Section 14.01 Reseller's Representations and Warranties. Reseller represents
and warrants to Supplier that:
(a) it is duly licensed or registered to carry on business in every jurisdiction in
which such qualification is required for purposes of this Agreement;
(b) it has all necessary power and capacity to enter into this Agreement, to
grant the rights and licences granted under this Agreement and to perform
its obligations under this Agreement;
Section 14.02 Warranty Limitations. Limited Warranties do not apply where the
Product:
(a) has been subjected to abuse, misuse, neglect, negligence, accident,
improper testing, improper installation, improper storage, improper
handling, abnormal physical stress, abnormal environmental conditions or
use contrary to any instructions issued by Supplier;
(b) has been reconstructed, repaired or altered by Persons other than Supplier
or its authorized Representative; or
(c) has been used with any Third-party Product, hardware or product that has
not been previously approved in writing by Supplier.
Section 14.03 Warranties Disclaimer; Non-Reliance. EXCEPT FOR THE
LIMITED EXPRESS WARRANTIES, (A) NEITHER SUPPLIER NOR ANY PERSON ON
SUPPLIER'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED
REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER, INCLUDING ANY
CONDITIONS OR WARRANTIES OF: (i) MERCHANTABILITY; OR (ii) FITNESS FOR A
PARTICULAR PURPOSE; OR (iii) TITLE; OR (iv) NON-INFRINGEMENT; OR (v)
PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE END USER
REQUIREMENTS OR EXPECTATIONS, WHETHER ARISING BY LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL
OF WHICH ARE EXPRESSLY DISCLAIMED AND (B) RESELLER ACKNOWLEDGES
THAT IT HAS NOT RELIED ON ANY REPRESENTATION, CONDITION OR
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WARRANTY MADE BY SUPPLIER, OR ANY OTHER PERSON ON SUPPLIER'S
BEHALF.
Section 14.04 Third-Party Products. Reseller acknowledges and agrees that
Products purchased by Reseller under this Agreement may not contain, nor be contained
in, nor incorporated into, attached to or packaged together with the products
manufactured by a third party (the "Third-Party Products"). Third-Party Products are not
covered by the Limited Warranty. For the avoidance of doubt, Supplier makes no
representations, conditions, or warranties regarding any Third-Party Products.
ARTICLE XV
Indemnification
Section 15.01 Reseller General Indemnification. Subject to the terms and
conditions of this Agreement, Reseller (as "Reseller Indemnifying Party") shall
indemnify, hold harmless, and defend Supplier and its parent, officers, directors, partners,
shareholders, employees, agents, affiliates, successors and permitted assigns
(collectively, "Supplier Indemnified Party") against any and all losses, damages,
liabilities, deficiencies, claims, Actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including legal fees, disbursements
and charges, fees and the costs of enforcing any right to indemnification under this
Agreement and the cost of pursuing any insurance providers, (collectively, the "Losses"),
arising out of or relating to any Claim of a third party:
(a) relating to a breach or non-fulfilment of any representation, condition,
warranty or covenant under/representation, condition or warranty set out in
this Agreement by Reseller Indemnifying Party or Reseller Indemnifying
Party's Personnel;
(b) alleging or relating to any negligent act or omission of Reseller Indemnifying
Party or its Personnel (including any recklessness or willful misconduct) in
connection with the performance of its obligations under this Agreement;
(c) relating to a purchase of a Product by any Person purchasing directly or
indirectly through Reseller Indemnifying Party and not directly relating to a
claim of Limited Warranty breach.
ARTICLE XVI
Limitation of Liability
Section 16.01 No Liability for Consequential or Indirect Damages. IN NO
EVENT IS SUPPLIER OR ITS REPRESENTATIVES LIABLE FOR CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED
DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THIS
AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE
FORESEEABLE; (B) WHETHER OR NOT RESELLERWAS ADVISED OF THE
POSSIBILITY OF THE DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY
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(CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS
ESSENTIAL PURPOSE.
Section 16.02 Maximum Liability for Damages. IN NO EVENT SHALL
SUPPLIER'S LIABILITY FOR EACH CLAIM ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE (1)
TIMES THE TOTAL OF THE AMOUNTS PAID TO SUPPLIER UNDER THIS
AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF THE SUPPLIER'S
REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
ARTICLE XVII
Miscellaneous
Section 17.01 Entire Agreement.
(a) Subject to ARTICLE IV, this Agreement constitutes the sole and entire
agreement of the Parties with respect to the subject matter contained herein
and therein, and supersedes all prior and contemporaneous
understandings, agreements, representations, conditions and warranties,
both written and oral, regarding such subject matter.
Section 17.02 Notice. Each Party shall deliver all notices, requests, consents,
claims, demands, waivers and other communications under this Agreement (each, a
"Notice") in writing and addressed to the other Party at the email address last used by
them.
Section 17.03 Interpretation. For purposes of this Agreement: (a) the words
"include," "includes" and "including" are deemed to be followed by the words "without
limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby,"
"hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the
singular have a comparable meaning when used in the plural, and vice-versa; and (e)
words denoting any gender include all genders. Unless the context otherwise requires,
references in this Agreement: (x) to sections, exhibits, schedules, attachments and
appendices mean the sections of, and exhibits, schedules, attachments and appendices
attached to, this Agreement; (y) to an agreement, instrument or other document means
the agreement, instrument or other document as amended, supplemented and modified
from time to time to the extent permitted by the provisions thereof; and (z) to a statute
means the statute as amended from time to time and includes any successor legislation
thereto and any regulations promulgated thereunder. The Parties drafted this Agreement
without regard to any presumption or rule requiring construction or interpretation against
the Party drafting an instrument or causing any instrument to be drafted. The exhibits,
schedules, attachments and appendices referred to herein are an integral part of this
Agreement to the same extent as if they were set out verbatim herein. Except as
otherwise expressly provided in this Agreement, all dollar amounts referred to in this
Agreement are stated in Canadian currency.
15
Section 17.04 Headings. The headings in this Agreement are for reference only
and do not affect the interpretation of this Agreement.
Section 17.05 Severability. If any term or provision of this Agreement is invalid,
illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
does not affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.
Section 17.06 Amendment and Modification. The Supplier may amendment or
modify this Agreement in writing at any point in time at its sole and absolute discretion.
Section 17.07 Waiver.
(a) No waiver under this Agreement is effective unless it is in writing and signed
by the Party waiving its right.
(b) Any waiver authorized on one occasion is effective only in that instance and
only for the purpose stated and does not operate as a waiver on any future
occasion.
(c) None of the following constitutes a waiver or estoppel of any right, remedy,
power, privilege, or condition arising from this Agreement:
(i) any failure or delay in exercising any right, remedy, power or
privilege, or in enforcing any condition under this Agreement; or
(ii) any act, omission, or course of dealing between the Parties.
Section 17.08 Cumulative Remedies. All rights and remedies provided in this
Agreement are cumulative and not exclusive, and the exercise by either Party of any right
or remedy does not preclude the exercise of any other rights or remedies that may now
or later be available at Law, in equity, in any other agreement between the Parties or
otherwise.
Section 17.09 Equitable Remedies. Reseller acknowledges and agrees that (a) a
breach or threatened breach by such Party of any of its obligations under ARTICLE XIII
would give rise to irreparable harm to the other Party for which monetary damages would
not be an adequate remedy and (b) in the event of a breach or a threatened breach by
Reseller of any of these obligations, Supplier shall, in addition to any and all other rights
and remedies that may be available to Supplier at Law, at equity or otherwise in respect
of this breach, be entitled to equitable relief, including a temporary restraining order, an
injunction, specific performance, and any other relief that may be available from a court
of competent jurisdiction, without any requirement to post a bond or other security, and
without any requirement to prove actual damages or that monetary damages do not afford
an adequate remedy.
Section 17.10 Assignment. Reseller may not assign any of its rights or delegate
any of its obligations under this Agreement without the prior written consent of Supplier.
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Section 17.11 Successors and Assigns. This Agreement is binding on and
enures to the benefit of the Parties and their respective permitted successors and
permitted assigns.
Section 17.12 No Third-Party Beneficiaries.
(a) This Agreement benefits solely the Parties and their respective permitted
successors and permitted assigns, and nothing in this Agreement, express
or implied, confers on any other Person any legal or equitable right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.
Section 17.13 Governing Law. This Agreement, including all exhibits, schedules,
attachments and appendices attached hereto and thereto [and all matters arising out of
or relating to this Agreement] are governed by and construed in accordance with the Laws
of the Province of Ontario, and the federal laws of Canada applicable therein without
giving effect to any choice or conflict of law provision or rule to the extent such principles
or rules would require or permit the application of the Laws of any jurisdiction other than
those of the Province of Ontario. The Parties agree that the United Nations Convention
on Contracts for the International Sale of Goods does not apply to this Agreement
BC CANADA INC. PRIVACY POLICY Last modified March 1, 2024 1. INTRODUCTION UBC CANADA INC. and our affiliates and subsidiaries (”Company” or “We”) respect your privacy and are committed to protecting it by complying with this policy. This policy describes: • How we collect, use, disclose, and protect the personal information of our customers and website users (”you”). • Describes the types of information we may collect from you or that you may provide when you visit the website www.draymus.com (our “Website”). • Our practices for collecting, using, maintaining, protecting, and disclosing that information. We will only use your personal information in accordance with this policy unless otherwise required by applicable law. We take steps to ensure that the personal information that we collect about you is adequate, relevant, not excessive, and used for limited purposes. Privacy laws in Canada generally define “personal information” as any information about an identifiable individual, which includes information that can be used on its own or with other information to identify, contact, or locate a single person. Personal information does not include business contact information, including your name, title, or business contact information. This policy applies to information we collect, use, or disclose about you: • On this Website. • In email, text, and other electronic messages between you and this Website. The Website may include links to third-party websites, plug-ins, services, social networks, or applications. Clicking on those links or enabling those connections may allow the third party to collect or share data about you. If you follow a link to a third-party website or engage a third-party plugin, please note that these third parties have their own privacy policies and we do not accept any responsibility or liability for these policies. We do not control these third-party websites, and we encourage you to read the privacy policy of every website you visit. This policy DOES NOT apply to information that: • We collect offline or through any other means, including on any other Company or third-party website (including our affiliates and subsidiaries). • You provide to or is collected by any third party (including our affiliates and subsidiaries), through any application or content (including advertising) that may link to or be accessible from the Website. Please read this policy carefully to understand our policies and practices for collecting, processing, and storing your information. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you indicate that you understand, accept, and consent to the practices described in this policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes indicates that you accept and consent to those changes, so please check the policy periodically for updates. 2. INFORMATION WE COLLECT ABOUT YOU 2 We collect and use several types of information from and about you, including: • Personal information, that we can reasonably use to directly or indirectly identify you, such as your name, mailing address, e-mail address, telephone number, Internet protocol (IP) address used to connect your computer to the Internet, user name or other similar identifier, billing and account information, and any other identifier we may use to contact you (”personal information”). • We provide an opportunity for any user to unsubscribe from our product or platform on an ongoing basis by e-mailing to info@ubcmrr.com. • Business-related information, namely information that related to your business duties, including: • title; • duties; • business address; • business email address; and • business telephone number. • Non-personal information, that does not directly or indirectly reveal your identity or directly relate to an identifiable individual, such as demographic information, or statistical or aggregated information. Statistical or aggregated data does not directly identify a specific person, but we may derive non-personal statistical or aggregated data from personal information. For example, we may aggregate personal information to calculate the percentage of users accessing a specific Website feature. • Technical information, including your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, or information about your internet connection, the equipment you use to access our Website, and usage details. • Non-personal details about your Website interactions, including the full Uniform Resource Locators (URLs), clickstream to, through and from our Website (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, or any phone number used to call our customer service number. 3. HOW WE COLLECT INFORMATION ABOUT YOU We use different methods to collect your information, including through: • Direct interactions with you when you provide it to us, for example, by filling in forms or corresponding with us by phone, email, or otherwise. • User contributions. You may also provide information for us to publish or display on public Website areas or transmit to other Website users or third parties. • Automated technologies or interactions, as you navigate through our Website. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies. Information You Provide to Us The information we collect directly from you on or through our Website may include: • Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website and its products, subscribing to our service, posting material, and/or requesting further services. • Records and copies of your correspondence (including email addresses), if you contact us. • Details of transactions you carry out through our Website and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website. You may also provide information to be published or displayed (hereinafter, “posted”) on public areas of the Website or transmitted to other users of the Website or third parties (collectively, “User Contributions”). Your User Contributions are posted on and transmitted to others at your own risk. 3 Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that unauthorized persons will not view your User Contributions. Information We Collect Through Cookies and Other Automatic Data Collection Technologies As you navigate through and interact with our Website, we may use cookies or other automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including: • Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website. • Information about your computer and internet connection, including your IP address, operating system, and browser type. The information we collect automatically is statistical information and may include personal information, and we may maintain it or associate it with personal information we collect in other ways, that you provide to us, or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to: • Estimate our audience size and usage patterns. • Store information about your preferences, allowing us to customize our Website according to your individual interests. • Speed up your searches. • Recognize you when you return to our Website. The technologies we use for this automatic data collection may include: • Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website. • Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings that are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information. • Web Beacons. Pages of our Website [and our e-mails] may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or [opened an email] and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity). 4. HOW WE USE YOUR INFORMATION We use information that we collect about you or that you provide to us, including any personal information: • To present our Website and its contents to you. • To provide you with information, products, or services that you request from us. • To fulfill the purposes for which you provided the information or that were described when it was collected, or any other purpose for which you provide it. • To provide you with notices about your account/subscription, including expiration and renewal notices. • To carry out our obligations and enforce our rights arising from any contracts with you, including for billing and collection or to comply with legal requirements. 4 • To notify you about changes to our Website or any products or services we offer or provide though it. • To improve our Website, products or services, marketing, or customer relationships and experiences. • To allow you to participate in interactive features, social media, or similar features on our Website. • To measure or understand the effectiveness of the advertising we serve to you and others, and to deliver relevant advertising to you. • In any other way we may describe when you provide the information. • For any other purpose with your consent. 5. DISCLOSURE OF YOUR INFORMATION We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. We may disclose personal information that we collect or you provide as described in this privacy policy: • To our subsidiaries and affiliates. • In accordance with applicable law, to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Company about our customers and users is among the assets transferred. • To advertisers and advertising networks that require the information to select and serve relevant advertisements to you and others. We do not disclose data about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 400 women between 30 and 45 have clicked on their advertisement on a specific day). We may also use such aggregate information to help advertisers target a specific audience (for example, men in a specific location). We may make use of the personal information we have collected from you to enable us to display our advertisers’ advertisement to that target audience. • To third parties to market their products or services to you if you have consented to/not opted out of these disclosures. • To fulfill the purpose for which you provide it. • For any other purpose disclosed by us when you provide the information. • With your consent. We may also disclose your personal information: • To comply with any court order, law, or legal process, including to respond to any government or regulatory request, in accordance with applicable law. • To enforce or apply our terms of use or terms of sale and other agreements, including for billing and collection purposes. • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Company, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction. 6. TRANSFERRING YOUR PERSONAL INFORMATION We may transfer personal information that we collect or that you provide as described in this policy to contractors, service providers, and other third parties we use to support our business (such as analytics and search engine providers that assist us with Website improvement and optimization) and who are contractually obligated to keep personal information confidential, use it only for the purposes for which we disclose it to them, and to process the personal information with the same standards set 5 out in this policy. We may process, store, and transfer your personal information in and to a foreign country, with different privacy laws that may or may not be as comprehensive as Canadian law. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of that country may be able to obtain access to your personal information through the laws of the foreign country. Whenever we engage a service provider, we require that its privacy and security standards adhere to this policy and applicable Canadian privacy legislation. By submitting your personal information or engaging with the Website, you consent to this transfer, storage, or processing. 7. CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information: • Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of this Website may not be accessible or may not function properly. • Third-Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by by sending us an email stating your request to info@ubcmrr.com. • Promotional Offers from the Company. If you have opted in to receive certain emails from us but no longer wish to have your contact information used by the Company to promote our own or third parties’ products or services, you can opt-out by sending us an email stating your request to info@ubcmrr.com. If we have sent you a promotional email, you may unsubscribe by clicking the unsubscribe link we have included in the email. This opt-out does not apply to information provided to the Company as part of a product purchase, warranty registration, product service experience, or other transactions. • Targeted Advertising. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers’ target-audience preferences, you can opt out by by sending us an email stating your request to info@ubcmrr.com. • We do not control third parties’ collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of several third party ad servers’ and networks’ cookies simultaneously by using an opt-out tool created by the Digital Advertising Alliance of Canada or an opt-out tool created by the Network Advertising Initiative. You can also access these websites to learn more about online behavioural advertising and how to stop websites from placing cookies on your device. Opting out of a network does not mean you will no longer receive online advertising. It does mean that the network from which you opted out will no longer deliver ads tailored to your web preferences and usage patterns. 8. DATA SECURITY The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. We store all information you provide to us behind firewalls on our secure servers. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. 6 Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website. 9. DATA RETENTION Except as otherwise permitted or required by applicable law or regulation, we will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. Under some circumstances we may anonymize your personal information so that it can no longer be associated with you. We reserve the right to use such anonymous and de-identified data for any legitimate business purpose without further notice to you or your consent. 10. CHILDREN UNDER THE AGE OF 13 Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information to or on the Website. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website or on or through any of its features/register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at info@ubcmrr.com. 11. ACCESSING AND CORRECTING YOUR PERSONAL INFORMATION It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes. By law you have the right to request access to and to correct the personal information that we hold about you. We may request specific information from you to help us confirm your identity and your right to access, and to provide you with the personal information that we hold about you or make your requested changes. Applicable law may allow or require us to refuse to provide you with access to some or all of the personal information that we hold about you, or we may have destroyed, erased, or made your personal information anonymous in accordance with our record retention obligations and practices. If we cannot provide you with access to your personal information, we will inform you of the reasons why, subject to any legal or regulatory restrictions. We will provide access to your personal information, subject to exceptions set out in applicable privacy legislation. Examples of such exceptions include: • Information protected by solicitor-client privilege. • Information that is part of a formal dispute resolution process. • Information that is about another individual that would reveal their personal information or confidential commercial information. • Information that is prohibitively expensive to provide. If you are concerned about our response or would like to correct the information provided, you may contact info@ubcmrr.com. 7 12. WITHDRAWING YOUR CONSENT Where you have provided your consent to the collection, use, and transfer of your personal information, you may have the legal right to withdraw your consent under certain circumstances. To withdraw your consent, if applicable, contact us at info@ubcmrr.com. Please note that if you withdraw your consent we may not be able to provide you with a particular product or service. We will explain the impact to you at the time to help you with your decision. 13. CHANGES TO OUR PRIVACY POLICY It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users’ personal information, we will notify you through a notice on the Website home page. We include the date the privacy policy was last revised at the top of the page. You are responsible for ensuring we have an up-to-date, active, and deliverable email address for you, and for periodically visiting our Website and this privacy policy to check for any changes. 14. CONTACT INFORMATION AND CHALLENGING COMPLIANCE We welcome your questions, comments, and requests regarding this privacy policy and our privacy practices. Please contact us at info@ubcmrr.com. We have procedures in place to receive and respond to complaints or inquiries about our handling of personal information, our compliance with this policy, and with applicable privacy laws. To discuss our compliance with this policy please contact us at info@ubcmrr.com.
