Purchase Terms and Conditions
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR PURCHASING
BY COMPLETING YOUR PURCHASE, YOU ARE CONSENTING TO THESE TERMS AND CONDITIONS:
These Terms & Conditions govern your use of and access to our website and/or the hosted platform on which you purchased from us, and any of our social media channels/accounts, blogs, emails or mobile applications (collectively āSiteā) and your use or purchase of our services and/or Products.
DEFINITIONS
The terms āweā, āusā āourā and āCompanyā refers to KIERRA SADE LLC.
The terms āuser,ā āyouā and āyourā refers to site visitors, customers, and any other purchaser of our Products.
The term āContentā shall include but is not limited to the Site, information contained on the Site, our materials/information, Products, services, any digital content delivered or downloaded via email or other electronic means, webinars, courses, classes, live posts and the like, whether purchased or not.
The term āProductā and āProductsā shall include but is not limited to materials, resources or information provided to you by us in our digital product, course and/or service or any digital content or information delivered or downloaded via email or other electronic means, webinars, documents, programs, courses, classes, PDFs, video calls, live posts and the like.
1. USERāS ACKNOWLEDGEMENT & ACCEPTANCE OF TERMS:
By using this Site, our Services, or purchasing from the Company, you are consenting to these posted Terms & Conditions (āTermsā), including any additional terms and conditions and policies referenced here and/or available by hyperlink.
Please read these Terms carefully before purchasing from us.
IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT PURCHASE OUR PRODUCT OR SERVICE.
We reserve the right to update, change, or replace any part of these Terms by posting updates and/or changes to our platform/course hosting platform/website. It is your responsibility to check the appropriate page periodically for changes. Your continued use of or access to the digital course/product following the posting of any changes constitutes acceptance of those changes.
2. PURCHASE TERMS & REFUND POLICY
By agreeing to these Terms, you represent that you are at least the age of majority in your state, jurisdiction, or province of residence, or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this site. Children under the age of 18 are prohibited from using the Site, Product and/or Service(s).
You may not use our Products for any illegal or unauthorized purpose nor may you, in the use of the Site and/or Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You agree to not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of these Terms will result in an immediate termination of your Products and/or Services.
Due to the digital nature of our products, we do not offer refunds after purchase. If youāre not satisfied with your purchase, please share your concerns with us via email at itsnancyayala@gmail.comand weāll do our best to make things right.
We will periodically update our Products and/or Services to stay current. For the lifetime of our business, you will be provided with these revisions and/or updates and/or edits at no additional charge. Any promotional discounts that may not have been offered at the time of your purchase are not guaranteed to be provided to you.
You understand that regardless of any attempt to request a refund or terminate your purchase after accessing the product(s), you remain responsible for any remaining payments in the payment plan.
You agree to not dispute any charges at any time. In the event that you inadvertently dispute a charge made to your account in connection with a purchase made through this website, you agree to immediately cancel/withdraw such a dispute. You understand that disputing a charge through your financial institution is a violation of this Agreement and you agree to not do so. You are responsible for any fees, including attorneys' fees, associated with recouping payment on outstanding payment and/or disputes and any collection fees associated with such an event. We reserve the right to forward any payment disputes to a collectionās agency.
3. GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your information (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Payment and credit card information is always encrypted during transfer over networks.
We are not responsible if information made available on this Site or within our Content, Products and/or Services is not accurate, complete, updated, or current. The material on this Site is provided for general educational and informational purposes only and should not be relied upon or used as the sole basis for making decisions, related to your business or otherwise, without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the Content on this Site, or in our Products and/or Services is at your own risk. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site, Content, Products and/or Services.
You understand that the information presented in any of our Content, Products, and/or Services via this Site is not legal, financial, therapeutic, mental health, or medical advice and that the Company is not a professional service provider. All of the information provided throughout the Site, Content, Product and/or Services, including the resources delivered via phone/video conference, e-mail, in an online forum, live events including webinars and video/audio recordings educating about business, laws, health, wellness, and/or finance-related information, are resources for educational and informational purposes only and should not take the place of hiring a licensed professional. You understand that the Company does not and will not provide any form of diagnosis, legal advice, medical advice, financial advice, or mental health advice. You use this Site, Content, Products and/or Services at your own risk and do so voluntarily.
You accept that we are not responsible or liable for any harm or damages to you, your business, life, physical and mental health, financial, or otherwise caused by or resulting from your use of our Site, Content, Product and/or Services, including any actions you choose to make, or not make, as a result of using our Site, Content, Products and/or Services. You should consult with a professional for any and all individual questions or concerns.
4. ACCOUNT CREATION
In order to use the Service/Site, you may be required to provide information about yourself including your name, email address, username, password, and other personal information. You agree that any registration information you give to Nancy Ayala will always be accurate, correct, and up to date. You agree to not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction. In the event that your account is compromised, you agree to notify us in writing (via email) immediately and change your password. Any violation of these terms are grounds for removal and banishment from the site at our discretion. No refunds, partial or otherwise, will be provided in this type of situation.
5. LAWFUL PURPOSES
You may use the Site, our Content, Products and/or Services for lawful purposes only. You agree to not post or transmit through the Site any material which violates or infringes the rights of others, or which is racist, unethical, threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, discriminatory, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law. Doing so is grounds for termination of service, at our discretion. No refunds, partial or otherwise, will be provided in this type of situation.
6. ORDER CONFIRMATION
We will email you to confirm the placement of your order and with details concerning product delivery. In the event that there is an error in this email confirmation, it is your responsibility to inform us as soon as possible at: kierrasade@gmail.com
7. PRODUCT DESCRIPTION
We endeavor to describe and display the Site, Product and/or Service as accurately as possible. While we try to be as clear as possible in explaining the content of our products, please do not accept that the Site is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.
8. PRODUCTS OR SERVICES
We reserve the right, but are not obligated, to limit the sales of our Products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Products or Services that we offer. All descriptions of Products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any Product or Service at any time. Any offer for any Product or Service made on this Site is void where prohibited.
We do not warrant that the quality of any Products, Services, Content, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Site, Content, Product or Service will be corrected.
9. PERSONAL INFORMATION
Your submission of personal and non-personal information through the store is governed by our Privacy Policy. To view our Privacy Policy, visit: https://assets.stanwith.me/legal/privacy-policy.pdf
10. MODIFICATIONS TO THE PRODUCTS AND/OR SERVICE AND PRICES
Prices for our Products and/or Service are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service or Products (or any part or content provided) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Products and/or Service.
11. NO GUARANTEES
(a) We cannot guarantee any outcome of using or consuming the Products, the Services, and/or participation in any Program. We make no guarantees other than that the course/product/service described in the product/service description shall be reasonably provided to you in accordance with this Agreement. You acknowledge that Company cannot guarantee any results of the Products/Services/Program as such outcomes are based on subjective factors (including, but not limited to, your participation/implementation/etc.) that cannot be controlled by Company. Any testimonials or reviews shared by Company are not a representation of guaranteed results, only possible results. User not achieving his or her desired results is not grounds for a refund, partial or otherwise.
(b) Company may provide (on its Site, Content, Products or via email, for example) affiliate links under which Company may benefit monetarily. Company in no way guarantees the quality of the product or service provided by any third-party and bears no liability with respect to such service or experience.
12. NON-DISPARAGEMENT
You agree to refrain from making any statements or comments of a defamatory, derogatory or disparaging nature, either publicly or privately, to any third-party regarding Company, or any of Companyās officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law. This also includes directing others to do so. This provision in no way restricts your ability to communicate reviews or performance assessments about Companyās goods or services. This section survives termination.
13. LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES
You agree that under no circumstances shall we be liable for direct, indirect, incidental, consequential, special, punitive, exemplary, or any other damages arising out of your use of the Site, Products and or Services. Additionally, Kierra Sade is not liable for damages in connection with (i) any failure of performance, error, omission, denial of service, attack, interruption, deletion, defect, delay in operation or transmission, computer virus or line or system failure; (ii) loss of revenue, anticipated profits, business, savings, goodwill or data; and (iii) third-party theft of, destruction of, unauthorized access to, alteration of, or use of your information or property, regardless of our negligence, gross negligence, failure of an essential purpose and whether such liability arises in negligence, contract, tort, or any other theory of legal liability. The foregoing applies even if Nancy Ayala has been advised of the possibility of or could have foreseen the damages. In those states that do not allow the exclusion or limitation of liability for the damages, our liability is limited to the fullest possible extent permitted by law. In no event shall Nancy Ayala cumulative liability to you exceed the total purchase price of the product/service you have purchased from Nancy Ayala and if no purchase has been made by you, Nancy Ayala cumulative liability to you shall not exceed $100.
Without limiting the foregoing āLimitation of Liabilityā provision, the Site, Products and/or Services is provided to you āAS ISā and Nancy Ayala specifically DISCLAIMS ALL WARRANTIES OR ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND CONTENTS. FURTHER, WE DO NOT WARRANT THAT ACCESS TO THIS SITE OR CONTENT WILL BE UNINTERRUPTED.
14. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Nancy Ayala its affiliates, providers, or related third-parties, and each of their respective representatives and agents, from and against any and all claims, losses, costs, damages, liabilities and expenses (including, but not limited to attorneyās fees), arising from: your activities in connection with our Site, Products, and/or Services; your violations of these Terms; your improper or unauthorized use of our Site, Products, and/or Services; any claims or allegations that you transmit through or in connection with our Site, Product(s), and/or Services that infringes or violates intellectual property, privacy or other third-party rights; any unlawful or illegal conduct engaged by you under any state, federal or common law in connection with the use of or access to our Site, Product(s), and/or Services.
15. CHANGES TO POSTED TERMS
We may at any time amend these Terms. Such amendments are effective immediately upon notice to you by us posting the new Terms on this Site. Any use of the Site, Products, and/or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site, Products, and Service, including these Terms at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between you and Kierra Sade pertaining to this Site, Products and/or Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by Kierra Sade shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by Kierra Sade.
17. GOVERNING LAW; VENUE
This Agreement shall be construed in accordance with, and governed by, the laws of the State of Georgia as applied to contracts that are executed and performed entirely in Georgia. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be in the County of Coweta, State of Georgia, United States.
18. RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneysā fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
19. SEVERABILITY
If any term, provision, covenant, or condition of these Terms are held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
20. ASSIGNMENT
These Terms bind and inure to the benefit of the Partiesā successors and assigns. These Terms and Conditions are not assignable, delegable, sub-licensable or otherwise transferable by you. Any transfer, assignment, delegation or sublicense by you is invalid.
21. ERRORS & OMISSIONS
The Site, Content, Products and/or Services may contain typographical errors or inaccuracies, and may not be current or complete. We reserve the right to correct these errors, inaccuracies, or omissions at any time without prior notice. We also make no representation or warranty as to the information provided, regardless of its source. We disclaim all liability for any inaccuracies, errors or omissions in the Site, in our Content, Products and/or Services.
22. TESTIMONIAL DISCLAIMER
Our Site, Products, and/or Services may contain testimonials by users of our Site or former customers or our Products and/or Services. The views and opinions expressed in these testimonials are solely those of the individual or business and do not reflect our views or opinions. We do not pay or compensate these individuals or businesses for their testimonials and are not affiliated with them. Individual results may vary, and testimonials are not intended to represent or guarantee that you or anyone will achieve the same or similar result. All testimonials are provided by real persons with real life experiences, and may not represent a typical userās experience. We do not claim, and you should not assume, that all users will have the same results or experiences as those expressed in the testimonials. Your individual results may vary.
23. EARNINGS DISCLAIMER
Any earnings or income/financial claims or examples shown on our Site, Product and/or Services are only estimates of what is possible now or in the future. We make no income/financial claims or guarantees of any kind regarding financial outcomes or potential income based on your use of our Site, Products and/or Services (or our affiliate program). We make no guarantees that you will earn any money using any of our Content, Products and/or Services and your income or earnings are solely dependent on your actions or non-actions.
24. FEEDBACK/REVIEWS
Any communication from you that is directed to us or is about us will not be privileged or confidential and may be shared with third-parties, subject to the Stan Storeās Privacy Policy https://assets.stanwith.me/legal/privacy-policy.pdf). We own such communication from you and any such communication displayed on our Site, Products and/or Services, including without limitation social media posts, direct messages and emails and we will not provide credit to or pay royalties to any such unsolicited user content. We reserve the right to republish and use any such communication provided by you in whole or in part as necessary in our business operations and course of business. You agree to not communicate with us for any unlawful or illegal purpose.
25. THIRD-PARTY LINKS AND/OR PRODUCTS
Affiliate Links. Our Site or Products may use affiliate links to promote certain Content, Companies, third-parties, and products or services. We use affiliate marketing to receive a commission, service and/or complimentary product for purchases made by you on the affiliate website using such links from our Site and/or Products. You accept liability for any and all harm or damages or benefits of clicking on the affiliate links contained on our Site and/or Products. We in no way guarantee the quality of the affiliate product or service provided by any third-party and bear no liability with respect to such product, service or experience.
Links to Other Sites/Information. Our Site or Products may contain links to other websites, which are not affiliate links. These links are only provided for the userās convenience. We do not endorse or verify the accuracy of the information contained on third-party websites accessed through these links. We in no way guarantee the quality of the third-party product or service and bear no liability with respect to such product, service or experience. Any questions or concerns regarding a third-party website or resources should be directed to the third-party. We bear no responsibility for any action or non-action you take associated with the third-party.
Suggested Products: Our Site or Products may include suggestions or recommendations regarding products. Please note that these suggested products are provided for informational purposes and do not constitute an endorsement, guarantees, or warranties of any kind even if an affiliate relationship exists. You understand and acknowledge that the selection, purchase and use of any suggested products are solely your responsibility and you are encouraged to conduct your own independent research, carefully read product labels, reviews and consult with professionals before making any purchase and/or using the suggested products. You should also be aware of your own allergies, sensitivities, or other individual factors that may affect the suitability for using the suggested products.
26. RULES OF CONDUCT
As a valued member of our community, you are required to adhere to the following rules of conduct while participating in discussions, forums, and any other interactive features of our Products and/or Services, where applicable. These rules are designed to ensure a positive and respectful environment for all participants.
Respectful Communication: Always engage in respectful and courteous communication with fellow community members, moderators, and administrators. Do not use language or engage in behavior that may be considered offensive, harmful, or discriminatory.
No Spam or Self-Promotion: Do not engage in spamming or excessive self-promotion within the community. Promotion of external products, services, or websites should only be done in designated areas with permission from the administrators.
Confidentiality and Privacy: Respect the privacy of other members and do not share their personal information without their explicit consent. Additionally, refrain from sharing any confidential or proprietary information about our Company or other members.
Compliance with Laws and Regulations: Do not use the community platform to engage in any illegal activities or violate any applicable laws and regulations.
Be Supportive and Constructive: Encourage a supportive and constructive environment by offering helpful insights, feedback, and assistance to other members. Avoid any behavior that may discourage or harm the community's spirit.
No Harassment or Bullying: Harassment, bullying, or any form of intimidation is strictly prohibited. Treat all members with kindness and consideration.
Report Inappropriate Behavior: If you encounter any behavior that violates these rules of conduct or makes you feel uncomfortable, promptly report it to the community moderators or administrators.
Moderator Decisions: Respect the decisions of the community moderators and administrators. They have the authority to enforce these rules and may take appropriate actions to maintain the integrity of the community.
Intellectual Property and Copyright: Only share content in the community that you have the right to use, and always give appropriate credit to the original creators when referencing their work.
Compliance with Terms: Ensure that all community interactions comply with the overall Terms, as well as any additional guidelines provided by the Company.
27. RECORDINGS AND USE OF LIVE TRAINING SESSIONS
Consent to Recording and Use. By participating in live training sessions or events hosted by the Company, you acknowledge and agree that these sessions may be recorded and later used as pre-recorded lessons for educational purposes. You hereby grant the Company the irrevocable and unrestricted right to use, reproduce, distribute, display, and create derivative works from the recordings, including your voice, image, likeness and other attributes captured during these sessions and recordings.
Questions and Participation. If you ask questions or participate in discussions during live training sessions, you understand and consent to the recording of your voice, image, and likeness as part of the overall recording.
Confidential Information. The Company will make reasonable efforts to exclude any personally identifiable or sensitive information from the recordings before using them for pre-recorded lessons. However, it is your responsibility to avoid sharing any confidential or sensitive information during live sessions.
Release of Information. You understand that certain topics may be anonymously and hypothetically shared with others for training, supervision, mentoring, evaluation, further coach professional development, and/or consultation purposes. You consent to the release of this information provided it is released anonymously.
Limited Use for Educational Purposes. The recordings obtained from live training sessions will be used solely for educational purposes within the Companyās business. The recordings may be made available to other members who were not present during the live session to benefit from the knowledge shared and future members.
Withdrawal of Consent. If you wish to withdraw your consent to the use of your voice, image, and likeness in the recordings, you must notify the Company in writing. Please note that this withdrawal will only apply to future use of the recordings and not to any recordings already in use.
28. CONTACT US
Questions about these Terms and Conditions? Email us at kierrasade@gmail.com
TERMS & CONDITIONS FOR UBC
THE UBC
AMENDING AND CARRYFORWARD AGREEMENT
among
[Kierra Sade "Passive Profits Princess"]
(āResellerā)
and
CUSTOMER
dated as of
MARCH 1, 2024
AMENDING AND CARRYFORWARD AGREEMENT
This Amending and Carryforward Agreement (the "Agreement") incorporates terms set
out in the UBC Master Reseller Agreement, dated March 1, 2024 (available at:
ubcmrr.com/legal) and is meant to bind Reseller and its Customers.
WHEREAS, the Reseller has purchased UBC and wishes to resell UBC to its
customers using terms and conditions set out in the UBC Master Reseller Agreement.
NOW, THEREFORE:
1. All references set out in the UBC Master Reseller Agreement to the UBC JV
and/or to 12316421 CANADA INC. and/or to 10574104 CANADA INC. are
hereby replaced with Reseller; and
2. Reseller hereby amends and agrees to carryforward terms and conditions set
out in the UBC Master Reseller Agreement in respect of its contractual
relationship with its Customers.
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.
2
"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.
3
"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
Section2.01Non-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
4
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.
Section3.02No 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.
Section3.03Business 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
5
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 5.04 Prohibited 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, āsneak 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 6.01 Supplier 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 8.01 Purchase 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 9.01 Price. 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
Section13.01 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
Section15.01 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.
Section16.02 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) (ii)
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.
any failure or delay in exercising any right, remedy, power or privilege, or in enforcing any condition under this Agreement; or
any act, omission, or course of dealing between the Parties.
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 17.08
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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.
