Terms and Conditions
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Your access to and use of this website, as well as all related websites operated by Nicole and Nicole_Digital.marketer, @Makemoney_withNicky among others) (collectively the “Site”) is subject to the following terms and conditions (“Terms of Use”) and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:
The UBC JV
Master Reseller Agreement
among
THE UBC JV
and
PARTIES PURCHASING THE PRODUCTS
dated as of
MARCH 1, 2024
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.
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"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 non governmental 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.
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"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
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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
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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 then existing 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 non
sublicensable 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.
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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.
Nicole_Digital_Marketer ( Nicole Alonzo )
Nicole.alonzo.digital.marketer@gmail.com
Terms and Conditions
Our Terms and Conditions were last updated on August 31st 2023.
Please read them carefully before purchasing.
These Terms and Conditions ("Agreement") govern your use of the master resell rights digital product ("The Ultimate Branding Course" or "UBC") provided by UBC Canada Inc. ("we," "us," or "our").
By accessing or using the Product, you agree to be bound by this Agreement. If you do not agree with these terms, please refrain from using the Product.
Grant of License:
We grant you a non-exclusive, non-transferable license to use and sell the Product in accordance with the terms and conditions set forth in this Agreement.
This license is limited to the duration of your ownership of the master resell rights to the Product.
Intellectual Property:
The Product, including but not limited to its content, design, logos, trademarks, and any associated materials, are protected by intellectual property laws and are the exclusive property of The company stated above or its licensors. You acknowledge that you have no ownership rights in the Product, except for the master resell rights granted under this Agreement.
Indemnification:
You agree to indemnify, defend, and hold us harmless from any claims, damages, liabilities, and expenses (including attorney's fees) arising out of or in connection with your use of the Product, your violation of any term of this Agreement, or your infringement of any intellectual property or other rights of any third party.
Termination:
We reserve the right to terminate or suspend your license to use the Product at any time and without prior notice if we believe you have violated any provision of this Agreement. Upon termination, you must cease all use of the Product and destroy any copies you may have.
Amendments:
We reserve the right to modify or update this Agreement at any time. Any changes will be effective immediately upon posting the updated Agreement on our website. Your continued use of the Product after the posting of any changes constitutes your acceptance of such changes.
Entire Agreement:
This Agreement constitutes the entire agreement between you and the company stated above regarding the use of the Product and supersedes any prior or contemporaneous understandings or agreements, whether written or oral.
Changes to Terms & Conditions:
We reserve the right to update or modify these terms and conditions at any time without prior notice. Your continued use of the website after any changes to the terms and conditions indicates your acceptance of such changes. It is your responsibility to review these terms and conditions regularly.
Company Information:
Our Privacy Policy was last updated on August 31st 2023.
Please read them carefully before purchasing.
These Terms and Conditions ("Agreement") govern your use of the master resell rights digital product ("The Ultimate Branding Course" or "UBC") provided by UBC Canada Inc. ("we," "us," or "our").
By accessing or using the Product, you agree to be bound by this Agreement. If you do not agree with these terms, please refrain from using the Product.
Information We Collect:
We may collect personal identification information from you in various ways, including but not limited to when you access or use the Product, register an account, place an order, or communicate with us.
The information we collect may include, but is not limited to:
- Your name, e-mail address and contact information
- Billing and payment information
- Demographic information such as your location
- Information related to customer support inquiries
Use of Collected Information:
We collect and use your personal information for the following purposes:
- To process and fulfill your orders
- To improve customer service by responding to your inquiries and requests
- To personalize your experience and provide relevant content
- To send periodic emails regarding your orders, updates, or other relevant information
- To enhance and secure the Product's functionality and features
- To comply with legal and regulatory obligations
Protection of Information:
We implement appropriate data collection, storage, and processing practices, as well as security measures, to protect against unauthorized access, alteration, disclosure, or destruction of your personal information, username, password, transaction information, and data stored on our platform.
Sharing of Information:
the company stated above may collect and use Users' personal information for the following purposes:
To improve customer service
Information you provide helps us respond to your customer service requests and support needs more efficiently.
To personalize user experience
We may use information in the aggregate to understand how our Users as a group use the services and resources provided on our Site.
To send periodic emails
We may use the email addresses to send User information and updates pertaining to their order. It may also be used to respond to their inquiries, questions, and/or other requests. If User decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the User would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email or the User may contact us via our Site.
We do not sell, trade, or rent your personal identification information to third parties for marketing purposes. However, we may share your information with trusted third-party service providers who assist us in operating our business, providing services, or conducting activities on our behalf. These parties are contractually obligated to keep your information confidential and secure.
Third Party Websites:
You may find links to third-party websites within the Product. These websites have their own privacy policies, and we do not assume any responsibility or liability for their content, activities, or practices. We encourage you to review their privacy policies before providing any personal information.
Compliance with Laws:
We will disclose your personal information if required by law or if we believe that such disclosure is necessary to comply with a legal obligation, protect our rights or property, investigate potential violations, or enforce our policies.
Changes to Privacy Policy:
The company stated above reserves the right to update or revise this Privacy Policy at any time. Any changes will be reflected on this page, and the updated Privacy Policy will have an effective date mentioned at the top. We encourage you to review this Privacy Policy periodically to stay informed about how we collect, use, and protect your information.
Changes to Privacy Policy:
By accessing and using the Product, you signify your acceptance of this Privacy Policy. If you do not agree to this policy, please do not use the Product. Your continued use of the Product following the posting of changes to this policy will be deemed as your acceptance of those changes.
If you have any questions or concerns about this Privacy Policy, please contact us at the company email provided on first page
Company Information:
Our Refund Policy was last updated on August 31st 2023.
Purchase Terms of Agreement:
The purchase of digital products, including PDF downloads and online material is subject to the following terms and conditions. Consumers are advised to review carefully before making any purchase.
All transactions for purchase are intangible products, pdf downloads, resources material, and online content are made through payment gateways such as PayPal or Stripe that use SSL encryption. These payment gateways are safe and secure for using all types of credit cards and debit cards in different countries and your details are not stored during this process.
Since your purchase is a digital product, it is deemed "used" after download or opening, and all purchases are non-refundable or exchangeable. Since the products made available here are intangible, there is a strict no refund policy.
The company information above reserves the right to amend any information, including but not limited to prices, technical specifications, terms of purchase and product or service offerings without prior notice.
If you do not receive the digital product link or download option upon purchasing, you can immediately contact The company information above with your transaction/payment details to ensure your product is delivered as soon as possible.
Your acceptance of these terms:
By using this site, you signify your acceptance of this policy. If you do not agree to this policy, please do not use our site. Your continued use of the site following the posting of changes to this policy will be deemed your acceptance of those changes.
Company Information:
Our Earnings Disclaimer was last updated on August 31st 2023.
Please read them carefully before purchasing.
These Terms and Conditions ("Agreement") govern your use of the master resell rights digital product ("The Ultimate Branding Course" or "UBC") provided by UBC Canada Inc. ("we," "us," or "our").
By accessing or using the Product, you agree to be bound by this Agreement. If you do not agree with these terms, please refrain from using the Product.
No Income Guarantees:
Disclaimer: No Earnings Projections, Promises or Representations.
While the Product may provide you with the opportunity to generate income, we make no guarantees regarding the amount of income you will earn. Your individual success depends on various factors, including your skills, efforts, market conditions, and the demand for the Product. Any testimonials or examples of income displayed on our website or promotional materials are exceptional cases and do not represent a guarantee of future earnings.
Business Risks:
Engaging in any business, including the sale of the Product, involves inherent risks. We do not guarantee that you will achieve any specific financial results or that the Product will generate substantial profits. You acknowledge that there are risks associated with running a business, and you assume full responsibility for any outcomes or losses resulting from your use or sale of the Product.
Income Potential:
The income potential associated with the Product is highly subjective and can vary significantly from person to person. Your success depends on various factors, such as your marketing strategies, target audience, competition, and economic conditions. We cannot predict or guarantee your individual results.
Limitation of Liability:
To the extent permitted by law, we shall not be held liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with your use or promotion of the Product, including but not limited to loss of profits, business interruption, or loss of data. This limitation applies regardless of the legal theory upon which a claim for damages is based, even if we have been advised of the possibility of such damages.
Compliance of Laws:
You are responsible for ensuring that your use and promotion of the Product comply with all applicable laws, regulations, and ethical standards. It is your responsibility to verify the legality of reselling the Product in your jurisdiction and to comply with any tax obligations or other legal requirements related to your business activities.
By using or promoting the Product, you acknowledge that you have read, understood, and agreed to this income disclaimer. If you do not agree with any part of this disclaimer, please refrain from using or promoting the Product.
Our Distribution Rights were last updated on August 31st 2023.
Distribution Rights:
● CAN be Sold - YES
● CAN sell resale rights or master resell rights - YES
● CAN add the product into your product bundle or package and sell for a higher price - YES
● CANNOT be added to a paid membership site
● CANNOT give the product away for FREE
● CANNOT be downloaded and uploaded into another host or platform
● CANNOT offer the product as a bonus to another product you are selling. However, you can offer other bonuses to this product when selling - YES
● You CANNOT sell the product on auction sites such as eBay.com - NO
● You CANNOT use nor sell this product in a dime sale event, under any circumstances at all
● Videos CANNOT be Modified in ANY WAY
● Product minimum sale price is $499 however product can be sold to the price of your choice, any price point above $499
Digital Product Licensing Agreement:
This Digital Product Licensing Agreement (the "Agreement") is made effective as of the date purchased, by and between the company information above ("Licensor"), and the Purchaser ("Licensee"). The Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Licensor owns a digital course entitled "The Ultimate Branding Course" or "UBC" ("Product") created by UBC Canada Inc.
____________________________________________________________________
Terms and Conditions
SWC 2.0 The level up Digital Marketing Course Affiliate Program
Terms and Conditions
By joining the SWC 2.0 The level up Digital Marketing Course Affiliate Program, you agree to the following terms and conditions. Please read them carefully before participating.
1. Affiliate Enrollment
To participate, you must sign up as an affiliate through our designated platform. We reserve the right to approve or reject any affiliate application at our discretion.
2. Commission Structure
Affiliates will receive 90% of the total revenue from each sale made through their unique affiliate link. This commission structure applies to all eligible sales without any maximum earning limit.
3. Tracking and Attribution
Each affiliate will be provided with a unique referral link. Sales are tracked through this link, and the affiliate will receive commission on any purchases made by users who click through their link within the tracking window. SWC 2.0 The level up is not responsible for any failure in tracking due to technical issues or third-party interference.
4. Payments
Commissions are paid out on a weekly basis ( every Friday ). Payments will be made via PayPal and you must provide accurate payment information. SWC 2.0 The Level Up will not be held liable for payments sent using incorrect payment information provided by the affiliate.
4a. Payout fees: SWC 2.0 The Level Up will make commission payments every Friday via PayPal this will include all purchases made from the previous Friday 12am until the following Thursday at11:59pm EST. Please note that there is a 3% processing fee per payout. SWC 2.0 The Level Up program will cover 1% of the fee for our affiliates and the affiliate will be responsible for 2% of the fee which will automatically be deducted from their payout.
4b. Disputes: Once SWC 2.0 the Level up pays the affiliate for a transaction and there are any disputes made from an affiliate’s customer and the charge is return, the affiliate will see that amount deducted from their next payout.
5. Affiliate Responsibilities
Promotion: Affiliates are responsible for promoting the SWC 2.0 The level up Digital Marketing Course in an ethical and legal manner. Any misleading claims, spamming, or deceptive practices are strictly prohibited and will result in being removed from the program.
Content: Affiliates must not use inappropriate or illegal content, and any promotional material must adhere to the branding and guidelines provided by SWC 2.0 The Level Up.
Compliance: Affiliates must comply with all applicable laws, including FTC guidelines on affiliate marketing disclosures.
6. Prohibited Activities
Affiliates are prohibited from:
Misrepresenting the SWC 2.0 The level up Digital Marketing Course.
Using unauthorized paid advertising, including pay-per-click (PPC) ads that bid on SWC 2.0 The level up or similar terms.
Promoting SWC 2.0 The level up in any way that violates third-party rights, including intellectual property laws.
Reselling SWC 2.0 The level up for 100% profit
7. Termination
SWC 2.0 The level up reserves the right to terminate your affiliate status at any time, with or without cause, including but not limited to violation of these terms. Upon termination, any outstanding commissions will be forfeited.
8. Modification of Terms
SWC 2.0 The level up reserves the right to modify these terms and conditions at any time. Affiliates will be notified of any significant changes via email or platform updates.Continued participation in the program after changes are made will signify your acceptance of the new terms.
9. Limitation of Liability
SWC 2.0 The Level Up shall not be liable for any indirect, incidental, or consequential damages arising out of the affiliate program. We make no guarantees or representations in terms of sales or income generated by participating as an affiliate.
10. Governing Law
These terms are governed by and construed in accordance with the laws of the state of Florida. Any disputes arising from these terms shall be resolved in the state of Florida courts.
11. Acceptance of Terms
By joining the SWC 2.0 The level up Affiliate Program, you acknowledge that you have read and agree to these terms and conditions.
_______________________________________________________________________________________________________________________ To all potential clients Income Potential:
No Income Guarantees:
Disclaimer: No Earnings Projections, Promises or Representations.
While the Product may provide you with the opportunity to generate income, we make no guarantees regarding the amount of income you will earn. Your individual success depends on various factors, including your skills, efforts, market conditions, and the demand for the Product. Any testimonials or examples of income displayed on our website or promotional materials are exceptional cases and do not represent a guarantee of future earnings.
Business Risks:
Engaging in any business, including the sale of the Product, involves inherent risks. We do not guarantee that you will achieve any specific financial results or that the Product will generate substantial profits. You acknowledge that there are risks associated with running a business, and you assume full responsibility for any outcomes or losses resulting from your use or sale of the Product.
The income potential associated with all the products are highly subjective and can vary significantly from person to person. Your success depends on various factors, such as your marketing strategies, target audience, competition, and economic conditions.
I Nicole Alonzo cannot predict or guarantee your individual results.
