The Strategy Terms and Conditions
among
The Strategy
and
PARTIES PURCHASING THE PRODUCTS
dated as of
November 13, 2024
Affiliate Reseller Agreement
This Purchase Agreement (the "Agreement"), dated November 13, 2024, is entered into by and between Hayley Jennings (the "Supplier") and the party identified as the Reseller in each purchase email (the "Reseller," and collectively with the Supplier, the "Parties," and each, a "Party").
WHEREAS, the Supplier is engaged in the sale and marketing of the Products (as defined below);
WHEREAS, the Reseller is engaged in the business of marketing and reselling the Products;
WHEREAS, the Reseller desires to purchase the Products from the Supplier and resell them to End Users (as defined below), in accordance with the terms of this Agreement;
WHEREAS, the Supplier is willing to sell the Products to the Reseller and appoint the Reseller as a non-exclusive reseller, under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
ARTICLE I
Definitions
Capitalized terms are defined in this Article I or in the Section where they first appear in this Agreement.
"Action" refers to any claim, action, lawsuit, demand, arbitration, investigation, audit, inquiry, notice of violation, proceeding, citation, subpoena, or legal process of any kind, whether civil, criminal, regulatory, administrative, or otherwise, whether at law or in equity.
"Affiliate" of a Person refers to any entity that directly or indirectly controls, is controlled by, or is under common control with that Person, whether through ownership, voting rights, or other means.
"Claim" refers to any Action brought against a Person entitled to indemnification under ARTICLE XV.
"Confidential Information" is defined in Section 13.01.
"Control" (and the terms "Controlled by" and "under common Control with") means the ability, directly or indirectly, to direct or cause the direction of the management or policies of another entity, whether through ownership of voting securities, by contract, or otherwise.
"Effective Date" refers to the date initially stated at the beginning of this Agreement.
"End User" refers to the final purchaser who (a) has acquired a Product from the Reseller for (i) its own internal use, or for use by its Affiliates, with the possibility of resale, remarketing, or distribution, or (ii) incorporation into its own products.
"Governmental Authority" means any government, whether federal, provincial, territorial, local, or foreign, or any of its subdivisions, agencies, or instrumentalities, as well as any self-regulating or non-governmental regulatory body or quasi-governmental entity that enforces rules, regulations, or orders that have the force of law.
"HST" refers to the harmonized sales tax or goods and services tax imposed under the HST Act (or any equivalent provincial or territorial sales tax, harmonized sales tax, or goods and services tax legislation).
"HST Act" means Part IX of the Excise Tax Act (Canada).
"Intellectual Property Rights" refers to all industrial and intellectual property rights related to:
(a) Patents;
(b) Trademarks;
(c) Internet domain names, whether or not trademarks, registered by an authorized private registrar or Governmental Authority, as well as web addresses, web pages, websites, and URLs;
(d) Works of authorship, expressions, designs, and design registrations, including copyrights, software, firmware, data, data files, and databases, whether or not copyrightable;
(e) Industrial designs and industrial design registrations;
(f) Trade secrets; and
(g) All industrial and other intellectual property rights, and any related rights, interests, and protections, whether registered or unregistered, including all applications, registrations, renewals, or extensions under the laws of any jurisdiction worldwide.
"Law" refers to any statute, ordinance, regulation, rule, code, constitution, treaty, common law, government order, or any other legal requirement or rule established by a Governmental Authority.
"Notify" means to provide notice as outlined in this Agreement.
"Patents" refers to all patents (including reissues, divisionals, provisionals, continuations, continuations-in-part, re-examinations, renewals, substitutions, and extensions), patent applications, and other patent rights, including any certificates of invention issued by a Governmental Authority.
"Person" means any individual, partnership, corporation, trust, unlimited liability company, unincorporated organization, association, Governmental Authority, or any other legal entity.
"Personnel" refers to the agents, employees, or subcontractors engaged or appointed by either the Supplier or the Reseller.
"Representatives" means the Affiliates, employees, officers, directors, partners, shareholders, agents, counsel, third-party advisors, successors, and permitted assigns of a Party.
"Reseller Contract" refers to any material contract or agreement to which the Reseller is a party or any material assets of the Reseller are bound.
"Supplier's Intellectual Property Rights" refers to all Intellectual Property Rights that are owned by or licensed to the Supplier.
"Supplier's Trademarks" means all trademarks owned by or licensed to the Supplier.
"Taxes" refers to any commodity taxes, including sales, use, excise, value-added, HST, consumption, or similar taxes, along with penalties or interest, that are imposed, levied, or assessed by any Governmental Authority.
"Trademarks" means all rights in and to trademarks, service marks, trade dress, trade names, business names, brand names, logos, corporate names, domain names, and other similar identifiers of source, sponsorship, association, or origin, along with the goodwill attached to these identifiers, whether registered or unregistered, and including all registrations, applications, renewals, or extensions of these rights, as well as similar rights or protections worldwide.
"Trade Secrets" means all inventions, discoveries, trade secrets, business and technical information, know-how, databases, data collections, patent disclosures, and other proprietary and confidential information, along with all rights associated with them.
ARTICLE II
Appointment as Reseller
Section 2.01 Non-Exclusive Appointment. The Supplier appoints the Reseller, and the 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. The Supplier reserves the right, in its sole discretion, to sell the Products to any other party, including resellers, retailers, and End Users, subject to the terms and conditions of this Agreement.
ARTICLE III
No Franchise Agreement, No Guarantee
Section 3.01 No Franchise. The Parties are independent contractors, and nothing in this Agreement shall be interpreted as establishing a joint venture, partnership, agency relationship, franchise, or business opportunity between the Supplier and the Reseller. Neither Party, by virtue of this Agreement, shall have the authority to act on behalf of the other or create any obligations, express or implied. Each Party is responsible for the actions of their own Personnel under this Agreement and retains full control over the supervision, direction, and management of their staff. This includes managing wage rates, tax withholdings, Canada Pension Plan contributions, employment insurance premiums, disability benefits, and determining how the work under this Agreement is executed. Except as otherwise provided, the Reseller has full discretion over their operations, accounting practices, insurance, personnel policies, advertising, customer relationships, service areas, and methods of operation. The relationship between the Parties is strictly that of a Supplier and a Reseller.
Section 3.02 No Guarantees. The Parties acknowledge that while the Product may present an opportunity to generate income, the Supplier does not guarantee financial success for any Reseller or End User. Success can vary greatly based on factors such as skill, effort, market conditions, and demand for the Product. Any testimonials or examples of earnings presented on websites or promotional materials reflect exceptional cases and should not be construed as a guarantee of future earnings.
Section 3.03 Business Risk. The Parties acknowledge that operating a business, including the sale of the Product, inherently involves risks. The Supplier makes no promises regarding financial results or guarantees that the Product will generate any profits. Both Parties accept the risks involved in conducting business and assume full responsibility for any consequences or losses incurred from using or selling the Product.
Section 3.04 Income Potential. The income potential associated with the Product is highly subjective and can vary greatly depending on the individual. Success relies on a variety of factors, including marketing strategies, target audience, competition, and economic conditions. The Supplier cannot predict or guarantee any specific results for the Reseller.
ARTICLE IV
Terms of Agreement Prevail
This Agreement is strictly governed by its own terms. The provisions in this Agreement take precedence over any terms or conditions found in other documents related to the subject matter of this Agreement and explicitly exclude any general terms and conditions issued by the Reseller.
ARTICLE V
General Reseller Performance Obligations
Section 5.01 Marketing and Reselling Products. The Reseller agrees, in good faith and at its own expense, to:
(a) Market, advertise, promote, and resell the Products to End Users in a manner that adheres to good business practices;
(b) Develop and implement a marketing plan sufficient to meet its obligations under this Agreement;
(c) Follow all reasonable instructions and guidelines provided by the Supplier concerning the marketing, advertising, and promotion of the Products;
(d) Promote, advertise, and resell the Products in a way that always upholds the reputation, goodwill, and positive image of the Supplier;
(e) Only resell any software or accessories sold, bundled, or packaged with the Product in accordance with the terms set by the Supplier, which may be updated periodically;
(f) Only resell the Product (The Strategy) through the affiliate program, which offers an 80% commission.
Section 5.02 Authority to Perform Under this Agreement. The Reseller shall, at its own expense, obtain and maintain all necessary certifications, licenses, credentials, and permits required to conduct business in compliance with this Agreement.
Section 5.03 Limited End User Support. After the sale of a Product to an End User, the Reseller shall, at its own expense, provide the following support:
(a) Respond to inquiries from the End User regarding the general operation and use of the Product, including:
(i) Acting as a liaison between the End User and Supplier for matters requiring Supplier's involvement;
(ii) Providing general Product information and support regarding standard features and configuration protocols.
Unless explicitly authorized in this Agreement or in a separate written agreement with the Supplier, the Reseller is prohibited from servicing, repairing, modifying, altering, replacing, reverse engineering, or otherwise altering the Products sold to End Users.
Section 5.04 Prohibited Acts. Notwithstanding any other provision in this Agreement, neither the Reseller nor the Reseller's Personnel shall:
(a) Make any representations, warranties, guarantees, indemnities, or similar claims, or commit to any other obligations without prior written consent from the Supplier.
(i) Representing, or appearing to represent, the Supplier, or
(ii) Making any representations to an End User regarding the Products, that are in addition to or inconsistent with the representations, conditions, warranties, guarantees, indemnities, or similar claims set forth in this Agreement or any written documentation provided by the Supplier to the Reseller;
(b) Engaging in any unfair, competitive, misleading, or deceptive practices related to the Supplier, Supplier's Trademarks, or the Products, including, but not limited to, the following:
(i) Presenting the Product as part of any disparaging or "bait-and-switch" tactics;
(ii) Offering rebates or cashback promotions to encourage the purchase of the Product;
(iii) Offering discounts on the Product;
(iv) Offering bundled promotions or incentives with the Product, including, but not limited to, add-ons, "sneak peeks," or "template" offerings;
(v) Offering any modified version of the Product;
(vi) Using or selling the Product in a dime sale event;
(vii) Listing the Product for sale on auction sites (e.g., eBay.com);
(viii) Listing the Product for sale on platforms like Etsy;
(c) Selling, either directly or indirectly, or assigning or transferring any Products to any Person when the Reseller knows, or has reason to suspect, that the Person may resell all or part of the Products to a third party who may potentially breach this Agreement.
ARTICLE VI
Supplier Performance Obligations
Section 6.01 Supplier Performance Obligations. Throughout the Term of this Agreement, the Supplier may:
(a) Provide any information or support reasonably requested by the Reseller concerning the marketing, advertising, promotion, and sale of Products sold to the Reseller under this Agreement.
ARTICLE VII
Agreement to Purchase and Sell the Products
Section 7.01 Terms of the Sale. The Supplier agrees to sell Products to the Reseller at the Prices and according to the terms and conditions specified in this Agreement.
Section 7.02 Availability; Changes in Products. The Supplier may, at its sole discretion:
(a) Remove Products without prior Notice to the Reseller;
(b) Add new Products without prior Notice to the Reseller;
(c) Make changes to any existing Products without prior Notice to the Reseller.
In each case, the Supplier will have no obligation to modify or alter Products that have already been delivered or to provide new Products that meet previous specifications.
ARTICLE VIII
Order Procedure
Section 8.01 Purchase Request. Once the Reseller has successfully sold a program to an End User, the Reseller must provide the End User with an invitation link to request access. To be approved, the End User must send a copy of the email receipt to selfwealthmom@gmail.com and complete the membership questionnaire. The questionnaire will ask:
Who did you purchase the course from?
Did you forward the receipt as required?
What is your email address?
Section 8.02 Supplier's Right to Accept or Reject Purchases. The Supplier retains the right to accept or decline any purchase request at its sole discretion. The Supplier will be deemed to have accepted a Purchase request when the order is confirmed or when the Products are made available, whichever occurs first.
ARTICLE IX
Price and Payment
Section 9.01 Price. The Reseller will purchase the Product from the Supplier, and the End User will purchase the Product from the Reseller, at the prices specified in the Supplier’s current reseller price list (the "Prices") as of the date of this Agreement. The Reseller agrees not to sell the Products for a price higher or lower than the listed Prices.
Section 9.02 Taxes. The Prices are exclusive of all applicable Taxes (including HST and provincial sales tax). Each Party is responsible for the payment of any applicable taxes, duties, and levies that may be assessed on their respective transactions under this Agreement.
ARTICLE X
Resale of the Products
Section 10.01 Resale Prices. The Reseller agrees to follow the resale price set by the Supplier, along with the terms outlined in this Agreement for the Products provided. However, the Supplier retains the authority to establish minimum resale prices for the Products and to enforce adherence to these terms at its sole discretion.
ARTICLE XI
Compliance with Laws
Section 11.01 General Compliance with Laws Representation and Warranty. The Reseller represents and warrants to the Supplier that it complies with all applicable Laws and Reseller Contracts related to this Agreement, the Products, and the operation of its business.
Section 11.02 General Compliance with Laws Covenant. The Reseller agrees to comply with all applicable Laws at all times during the term of this Agreement.
ARTICLE XII
Intellectual Property Rights
Section 12.01 Ownership. Except for the express rights and licenses granted by the Supplier in this Agreement, the Reseller acknowledges and agrees that:
(a) All of Supplier's Intellectual Property Rights are solely owned by the Supplier or its licensors;
(b) The Reseller will not acquire any ownership rights in Supplier's Intellectual Property under this Agreement;
(c) Any goodwill resulting from the Reseller’s use of Supplier’s Intellectual Property Rights will benefit the Supplier or its licensors, as applicable;
(d) If the Reseller acquires any Intellectual Property Rights in connection with any Product purchased under this Agreement (including any Trademarks, derivative works, or patent improvements), those rights will be considered and irrevocably assigned to the Supplier or its licensors, without any further action needed from either Party;
(e) The Reseller will use Supplier's Intellectual Property Rights solely for the purpose of fulfilling its obligations under this Agreement and in accordance with the instructions provided by the Supplier.
Section 12.02 Grant of Supplier's Trademark License. This Agreement does not authorize either Party to use the other Party’s or its Affiliates' Trademarks, except as outlined in this Section 12.02. In accordance with the terms and conditions of this Agreement, Supplier grants Reseller a non-exclusive, non-transferable, and non-sublicensable license to use Supplier's Trademarks solely for the promotion, advertising, and resale of the Products. Reseller must promptly cease displaying or using any Trademark, or change the manner of its display or use, upon Supplier’s request. Except as explicitly granted in this Agreement, Supplier does not provide Reseller with any implied or additional rights to the Products or any of Supplier’s Intellectual Property Rights.
Section 12.03 Prohibited Actions. Reseller shall not:
(a) Interfere with Supplier's rights regarding its Intellectual Property, including ownership or usage;
(b) Challenge Supplier's rights, title, or interest in its Intellectual Property;
(c) Make claims or take actions that undermine Supplier’s ownership of its Intellectual Property;
(d) Register or attempt to register Supplier’s Trademarks, or any mark that is confusingly similar to Supplier’s Trademarks;
(e) Use any mark that is confusingly similar to Supplier's Trademarks anywhere;
(f) Engage in actions that disparage, dilute, or negatively affect the value of the Products or Supplier’s Trademarks;
(g) Misappropriate Supplier’s Trademarks for use as domain names without prior written consent from Supplier;
(h) Alter, obscure, or remove any Supplier Trademarks or proprietary notices on the Products, marketing materials, or other Supplier-provided materials.
Section 12.04 Supplier’s Trademark Notices. Reseller agrees to ensure that all Products sold, along with related quotations, specifications, descriptive literature, and other materials bearing Supplier’s Trademark, are appropriately marked with the correct trademark notices.
ARTICLE XIII
Confidentiality
Section 13.01 Protection of Confidential Information. Supplier (the "Disclosing Party") may, from time to time, disclose or make available to Reseller (the "Receiving Party") confidential information related to its business, goods, services, Intellectual Property Rights, Trade Secrets, third-party confidential data, personal information of End Users, and other sensitive or proprietary materials. Such information, whether oral, written, electronic, or otherwise, and whether marked as "confidential" or not, will be considered "Confidential Information" under this Agreement. Confidential Information does not include information that:
(a) Becomes publicly available without breach by the Receiving Party or its Representatives;
(b) Becomes available to the Receiving Party from a third-party source not prohibited from disclosing it;
(c) Was already in the possession of the Receiving Party before disclosure;
(d) Was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information;
(e) Must be disclosed by law.
The Receiving Party agrees to:
(i) Protect and safeguard the Disclosing Party’s Confidential Information with at least the same level of care as its own, but no less than a commercially reasonable degree of care;
(ii) Use the Confidential Information only for the purpose of fulfilling its obligations under this Agreement;
(iii) Disclose Confidential Information only to those of its Representatives who need to know in order to assist in fulfilling the terms of this Agreement.
The Receiving Party will be responsible for any breach of this Article by its Representatives. The obligations of confidentiality under this Article will survive the termination or expiration of this Agreement for one (1) year.
In the case of any conflict between this Article XIII and other provisions of the Agreement, the terms of this Article XIII will take precedence.
ARTICLE XIV - Representations and Warranties
Section 14.01 Reseller's Representations and Warranties.
Reseller represents and warrants to Supplier that:
(a) It is appropriately licensed or registered to conduct business in all jurisdictions where such qualifications are necessary for the purpose of fulfilling this Agreement.
(b) It possesses all the required authority and capacity to enter into this Agreement, to grant the rights and licenses specified herein, and to perform all obligations under this Agreement.
Section 14.02 Warranty Limitations.
The limited warranties will not apply in the following cases:
(a) If the Product has been subject to abuse, misuse, neglect, negligence, accidents, improper testing, incorrect installation, improper storage or handling, excessive physical stress, adverse environmental conditions, or used in a manner that violates any instructions issued by Supplier.
(b) If the Product has been modified, repaired, or altered by any party other than Supplier or its authorized representative.
(c) If the Product has been used in combination with any third-party product, hardware, or item that has not been pre-approved in writing by Supplier.
Section 14.03 Warranty Disclaimer; Non-Reliance.
EXCEPT FOR THE LIMITED EXPRESS WARRANTIES, (A) NEITHER SUPPLIER NOR ANY REPRESENTATIVE ACTING ON BEHALF OF SUPPLIER MAKES ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION, OR WARRANTY, INCLUDING WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE; (iv) NON-INFRINGEMENT; (v) PERFORMANCE OF PRODUCTS MEETING THE SPECIFIC REQUIREMENTS OR EXPECTATIONS OF THE END USER, WHETHER ARISING FROM LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. (B) RESELLER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION, CONDITION, OR WARRANTY MADE BY SUPPLIER OR ANY OTHER PERSON ACTING ON SUPPLIER'S BEHALF.
Section 14.04 Third-Party Products.
Reseller acknowledges and agrees that Products purchased under this Agreement may not be incorporated into, attached to, or packaged with third-party products ("Third-Party Products"). Third-Party Products are not covered by the limited warranty. Supplier makes no representations or warranties regarding any Third-Party Products.
ARTICLE XV - Indemnification
Section 15.01 Reseller's General Indemnification.
Subject to the terms and conditions of this Agreement, Reseller (the "Reseller Indemnifying Party") agrees to indemnify, defend, and hold harmless Supplier, its parent, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, the "Supplier Indemnified Party") from any and all losses, damages, liabilities, claims, actions, judgments, settlements, costs, expenses, and legal fees, arising from:
(a) Any breach or non-performance of any representation, warranty, or obligation under this Agreement by Reseller or its Personnel.
(b) Any act of negligence, recklessness, or willful misconduct by Reseller or its Personnel while fulfilling obligations under this Agreement.
(c) Any claims arising from the purchase of a Product by any person through Reseller, excluding any claim directly related to a breach of the Limited Warranty.
ARTICLE XVI - Limitation of Liability
Section 16.01 No Liability for Consequential or Indirect Damages.
IN NO CASE WILL SUPPLIER OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES ARISING FROM OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE, RESELLER WAS INFORMED ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR THE LEGAL THEORY UNDERLYING THE CLAIM (INCLUDING CONTRACT OR TORT). THIS EXCLUSION APPLIES EVEN IF ANY AGREED REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE.
Section 16.02 Maximum Liability for Damages.
IN NO CIRCUMSTANCE WILL SUPPLIER'S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY RESELLER UNDER THIS AGREEMENT FOR EACH CLAIM, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THIS LIMITATION APPLIES EVEN IF SUPPLIER'S REMEDIES UNDER THIS AGREEMENT FAIL IN THEIR ESSENTIAL PURPOSE.
ARTICLE XVII - Miscellaneous
Section 17.01 Entire Agreement.
(a) Except as stated in ARTICLE IV, this Agreement constitutes the entire understanding between the Parties with respect to the subject matter covered and supersedes all prior or contemporaneous agreements, representations, and warranties, both written and oral, regarding this subject matter.
Section 17.02 Notice.
Each Party shall send all notices, requests, consents, claims, demands, waivers, and communications under this Agreement in writing, addressed to the other Party at the last used email address.
Section 17.03 Interpretation.
For the purpose of this Agreement:
(a) Words like "include," "includes," and "including" are deemed to be followed by "without limitation."
(b) The term "or" is not exclusive.
(c) Words like "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this entire Agreement.
(d) Singular words are treated as plural when context demands, and vice versa.
(e) Words referring to any gender include all genders.
References to sections, exhibits, schedules, and appendices mean those attached to this Agreement. If any document is referred to, it includes amendments and modifications made in compliance with the Agreement. Any reference to a statute includes all changes and relevant regulations. The Agreement is drafted without favoring either Party. All exhibits, schedules, attachments, and appendices form an integral part of this Agreement. Unless otherwise specified, all amounts are in Canadian currency.
Section 17.04 Headings: The headings in this Agreement are included for convenience only and do not influence the interpretation of the Agreement.
Section 17.05 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, it will not affect the validity or enforceability of the remaining provisions in that jurisdiction or in any other jurisdiction.
Section 17.06 Amendment and Modification: The Supplier reserves the right to amend or modify this Agreement at any time, in writing, at its sole discretion.
Section 17.07 Waiver: (a) No waiver of any term or condition of this Agreement will be effective unless it is in writing and signed by the Party waiving its rights.
(b) A waiver granted on one occasion is effective only for that specific situation and does not apply to future instances.
(c) The following actions do not constitute a waiver or estoppel of any rights, remedies, powers, privileges, or conditions under this Agreement:
(i) A delay or failure in exercising any rights or remedies, or in enforcing any conditions.
(ii) Any act, omission, or course of action taken by the Parties.
Section 17.08 Cumulative Remedies: The rights and remedies provided in this Agreement are cumulative, not exclusive. Exercising one right or remedy does not prevent the exercise of other rights or remedies available by law, equity, or any other agreement between the Parties.
Section 17.09 Equitable Remedies: Reseller acknowledges that:
(a) A breach or threatened breach of the obligations under ARTICLE XIII may cause irreparable harm to the other Party, for which monetary damages would not suffice.
(b) If Reseller breaches or threatens to breach any obligations, Supplier has the right to seek equitable relief in addition to other available remedies, including temporary restraining orders, injunctions, specific performance, and any other relief available from a competent court. No bond or security will be required, and Supplier does not have to prove actual damages or that monetary damages would be insufficient.
Section 17.10 Assignment: Reseller may not assign its rights or delegate its obligations under this Agreement without obtaining prior written consent from Supplier.
Section 17.11 Successors and Assigns: This Agreement is binding upon and benefits the Parties and their permitted successors and assigns.
Section 17.12 No Third-Party Beneficiaries:
(a) This Agreement solely benefits the Parties and their respective permitted successors and assigns. It does not confer any legal or equitable rights, benefits, or remedies to any third party.
Section 17.13 Governing Law: This Agreement, including all exhibits, schedules, attachments, and appendices, and any matters arising from or relating to it, will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to any conflict of law principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Section 17.14 Refunds: NO REFUNDS CAN BE GIVEN ON DIGITAL PRODUCTS DUE TO THE NATURE OF THE PRODUCT, AS THEY ARE DEEMED USED AS SOON AS THEY ARE BOUGHT
