Terms and Conditions
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR PURCHASING
By using the website, you signify your consent to these terms of use. If you do not agree to these Terms of Use, please do not use the website.
Your access to and use of this website, as well as all related websites operated by The Faceless Method is subject to the following terms and conditions (“Terms of Use”) and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:
You agree that the Site itself, as well as all content, videos, training materials, products, services and/or other materials, made available on the Site by us or other third parties, as well as the look and feel of all of the foregoing, (collectively referred to as the “Content”) are maintained for your personal use and information by The Faceless Method (the “Company”) and are the property of the Company and/or its third party providers. You agree that such Company Content shall include all proprietary videos, HTML/CSS, Javascript, graphics, voice, and sound recordings, artwork, photos, documents, and text as well as all other materials included in the Site, excluding only the materials you provide. Subject to your compliance with these Terms of Use, the Company hereby grants you a limited license, which is non-exclusive, non-transferable, and non-sublicensable, to access, view, and use the Site solely for your personal purposes. No Company Content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, used for public or commercial purposes, or downloaded in any way unless written permission is expressly granted by the Company. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Company, as well as other authors who created the materials, and may be subject to monetary damages and penalties. You may not distribute, modify, transmit or use the content of the Site or any Content, including any and all software, tools, graphics and/or sound files, for public or commercial purposes without the express written permission of the Company.
All Content, such as text, data, graphics files, videos and sound files, and other materials contained in the Site, are copyrighted unless otherwise noted and are the property of the Company and/or a supplier to the Company. No such materials may be used except as provided in these Terms of Use.
All trade names, trademarks, and images and biographical information of people used in the Company Content and contained in the Site, are either the property of, or used with permission by, the Company. The use of Content by you is strictly prohibited unless specifically permitted by these Terms of Use. Any unauthorized use of Content may violate the copyright, trademark, and other proprietary rights of the Company and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Trademark or other proprietary information without the express written consent of the Company or third party owner. The Company respects the copyright, trademark and all other intellectual property rights of others. The Company has the right, but has no obligation, to remove content and accounts containing materials that it deems, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. If you believe that your intellectual property rights are being violated and/or that any work belonging to you has been reproduced on the Site or in any Content in any way, you may notify Company at support@thefacelessmethod.com.au Please provide your name and contact information, the nature of your work and how it is being violated, all relevant copyright and/or trademark registration information, the location/URL of the violation, and any other information you believe is relevant.
While the Company uses reasonable efforts to include accurate and up-to-date information in the Site, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Site.
When you register with the Company and/or this Site, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. You consent to receive notices electronically by way of transmitting the notice to you by email.
If you send comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.
The Company shall use commercially reasonable efforts to restrict unauthorized access to our data and files. However no system whether or not password protected can be entirely impenetrable. You acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify, or distribute the data and files you store using the Site. Use of the Site is completely at your own risk.
The Company will not intentionally disclose any personally identifying information about you to third parties, except where the Company, in good faith, believes such disclosure is necessary to comply with the law or enforce these Terms of Use. By using the Site, you signify your acceptance of the Company’s Privacy Policy. If you do not agree with this Privacy Policy, in whole or part, please do not use this Site.
NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION. THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT YOU WILL EARN ANY MONEY USING THE SITE OR THE COMPANY’S TECHNOLOGY OR SERVICES. YOU ACCEPT ALL RESPONSIBILITY FOR EVALUATING YOUR OWN EARNING POTENTIAL AS WELL AS EXECUTING YOUR OWN BUSINESS AND SERVICES. YOUR EARNING POTENTIAL IS ENTIRELY DEPENDENT ON YOUR OWN PRODUCTS, IDEAS, TECHNIQUES; YOUR EXECUTION OF YOUR BUSINESS PLAN; THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES OFFERED AND UTILIZED; AS WELL AS YOUR FINANCES, YOUR KNOWLEDGE AND YOUR SKILL. SINCE THESE FACTORS DIFFER AMONG ALL INDIVIDUALS, THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING YOUR SUCCESS OR INCOME LEVEL. THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.
THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER (including, for example, your web service provider service, Stripe payment services, your software and/or any updates or upgrades to that software). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY ALSO RESERVES THE RIGHT TO LIMIT YOUR USE OF THE SITE AND/OR THE CONTENT OR TO TERMINATE YOUR ACCOUNT SHOULD THE COMPANY DETERMINE THAT YOU HAVE VIOLATED THESE TERMS OF USE, OR THAT YOU HAVE VIOLATED ANY OTHER RULES OR CONDITIONS OF THE COMPANY. THE COMPANY RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. DUE TO THE NATURE OF THE DIGITAL PRODUCT, THERE ARE NO REFUNDS OFFERED.
You agree that you will pay for all products you purchase through the Company. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING THE COMPANY WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES. ALL SALES OF PRODUCTS ARE FINAL. Prices for products offered by the Company may change at any time, and the Company does not provide price protection or refunds in the event of a price reduction or promotional offering. If a product becomes unavailable following a transaction but prior to download, your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of your product, your exclusive and sole remedy is either replacement or refund of the price paid, as determined by the Company.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE SITE, THE CONTENT, AND/OR RELATED MATERIALS, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT THERETO, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
If your purchase includes calls with the Company, you are responsible for scheduling them. All bookings are non-refundable. If you have to cancel your call, please email thefacelessmethod with the subject "CALL CANCELLATION- [date & time of your call]" no less than 48 hours before your call. If you do not show up to your call or reschedule within 48 hours, you forfeit your call.
You agree to indemnify and hold the Company and each of its directors, officers employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) your breach of this Agreement, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Site, (iv) your use of the Site or any services that the Company may provide via the Site, and (v) your conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such an event, you shall provide the Company with such cooperation as is reasonably requested by the Company.
The provisions of these Terms of Use are for the benefit of the Company, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
This agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law. You further submit to the exclusive jurisdiction of the state and federal courts sitting in Orange County, Florida. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
These Terms of Use may be revised from time to time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the current Terms
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THE FACELESS APPROACH AND ELEVATE TERMS AND CONDITIONS
TERMS AND CONDITIONS
These are the Terms and Conditions of Sale for all programs, online courses and any other services (Content) sold by NOLA AND CO PTY LTD (ABN 17678504491) trading as The Faceless Method (The Faceless Method, we, us) on our website, https://stan.store/facelessmethod (Website) or other associated Platforms.
Please read these terms and conditions carefully, as they apply to all transactions between us and can only be waived or varied in writing signed by us. By proceeding with a purchase with us, you’re indicating to us that you’ve read, understood and agreed to enter into a binding agreement with us on these terms and conditions. If you have any questions or concerns about our terms and conditions, Content or Website, or any purchase you make through the Website, please don’t hesitate to get in touch with us.
SERVICES
The Faceless Approach Course
Elevate Membership
And any other digital products listed on our website as indicated above
(hereafter, the “Content”).
PAYMENT
You agree to pay us the purchase price for the Content listed on the Website or payment platform. Prices are listed in US Dollars (USD) and are inclusive of GST, unless otherwise stated on the Website.
The payment structure for all Content includes;
full-fee upfront payment; or
the required instalments for a fixed and agreed period of time.
We currently accept payment via Stripe. We may offer other ways to pay from time to time, such as through other third-party payment gateways or processors or electronic funds transfer into our nominated bank account.
In making a payment, you warrant to us that you’ve read and agreed to the terms of any other third-party payment gateway or processor we use on the Website from time to time, which are available on their website. You understand that these services are provided by third parties and are made available to you on our Website for convenience only.
We’re not responsible for any issues, loss or damage arising out of those facilities. If you have an issue with a third-party provider, please contact them directly.
We may vary our prices from time to time. You agree and acknowledge that we may do so at any time on notice, and that such notice is given by us posting the updated price on our Website or otherwise notifying you.
If you fail to make a scheduled payment, or if any such payment is returned or denied for any reason, we may terminate this Agreement or suspend or cancel your involvement with our Content, including but not limited to course content, email support, Facebook groups or voxer access at our absolute discretion, unless or until payment is received.
LICENCE
As a purchaser of an online course, we grant you a worldwide, non-exclusive, royalty-free, revocable license to access the course and all associated intellectual property in accordance with these terms, copy and store the online course content contained therein in your device's cache memory and to print pages from the online course for your own personal and non-commercial use.
The payment for the Content entitles you to a sole, exclusive non-transferable license to use the Content for yourself. You are not to reproduce, duplicate or alter this in any manner without our explicit written permission.
Further, we don’t grant you any other rights whatsoever in relation to the Website or the online course. Specifically, you are prohibited from re-using the content contained in the online course for commercial use.
We can revoke this license immediately and without notice if you use the content other than in accordance with this license.
DISCOUNTS OR PROMOTIONAL OFFERS
We may offer discounts or promotions from time to time. Please note that discounts or promotional offers are not available in conjunction with any other offer (for example, if we have two promotions on offer at the same time, you can only apply one discount to a purchase, not both).
Discounts or promotions are available for the stated time specified in the marketing of the offer.
We reserve the right to revoke any discount or promotional offer at any time without notice.
ACCESS
Once we’ve received your payment and confirmed your order, you’ll receive an email with your login details to access the Content.
If you have any technical problems accessing your online account or accessing the material which forms part of the Content, please contact us for assistance.
CONDUCT
You agree to follow our rules for participation in the Content. You understand and agree that you must treat our team and members with respect and to refrain from conduct which is otherwise illegal, discriminatory, harassing, threatening, sexist, defamatory, vilifying, bullying, trolling, misleading or deceptive.
Failure to comply with this clause amounts to a breach of this Agreement and we may suspend or limit your access to the Content or terminate this Agreement.
EVENTS BEYOND CONTROL
We will not be liable for any loss caused by any failure to observe the terms and conditions of this Agreement, where such failure is occasioned by causes beyond its reasonable control including, but not limited to, by fire, flood, other extreme weather event or natural disaster, riot, strike, act of war, terrorist attack, nuclear event, pandemic, epidemic, widespread contagion, quarantine restriction, critical infrastructure failure, severe disruption to virtual infrastructure, restriction or prohibition or any other action by any government or semi government authority, or major injury or illness of key personnel. We may choose to cancel your order, or otherwise to complete your order once things have returned to normal. If we expect a major delay, we’ll contact you to discuss a suitable solution.
ADVICE, INFORMATION AND INSTRUCTIONAL VIDEOS
We may give you advice, recommendations, information, instruction or assistance in relation to the Content and in material provided to you through the Content, believing it to be accurate, appropriate and reliable at the time but we don’t give any warranty of accuracy, appropriateness or reliability.
The information, advice and instruction we give are general in nature and is not intended to constitute or substitute for professional advice. You should seek appropriate professional advice suitable for your personal circumstances if necessary.
We won’t accept any liability or responsibility (including liability for negligence) for any loss suffered because of your or any other person’s reliance on information or advice we provide on our Website, unless otherwise required by law.
As part of the Content, we may recommend the Content of third parties. Where we make introductions and referrals to other service providers, you are under no obligation to work with any service providers to whom we introduce. If you do use these service providers, you make the decision to use that service provider independently of our recommendation. If you do engage a recommended service provider of ours, it is expected that you will be required to enter into terms and conditions with the service provider and it is your responsibility to fully understand the rights and obligations of that contractual arrangement. We cannot and will not give you advice on these contractual arrangements and you must take the opportunity to obtain independent advice, whether legal or otherwise, in relation to these contractual arrangements.
We will not be liable for any claim, demand, loss, costs or expense made by any person arising from your relationship with a service provider introduced by us. You agree to indemnify and hold us harmless for any loss and damage arising from such relationship, or for any non-performance, error or change made by you or the service provider.
LINKED WEBSITES
As part of the Content, we may link to and from other websites that we think share our ethos and that we think you will find helpful. Those websites will have information collated and presented by third-party businesses, organisations and individuals. Please note that we may include these links for your convenience, however we don’t necessarily endorse or support the views, opinions, standards or information expressed on them. For your own safety, please make sure you check the protocols and standards of the linked websites before using them.
Of course, because the linked websites are run by third parties, we can’t warrant or represent that any of the information on them is up to date, complete or correct. While we do our best to make sure we link to reputable websites, we can’t accept responsibility or liability for any loss, damage, cost or expense you or anyone else might incur because you’ve used or relied on material on the linked websites, so please make sure you use caution and common sense while browsing online, especially if you’re making purchases.
AUSTRALIAN CONSUMER LAW
The Content comes with guarantees that cannot be excluded under the Australian Consumer Law, which forms Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL).
Nothing in these terms excludes any right, guarantee or warranty you’re entitled to by law, however we do exclude all other guarantees, conditions and warranties to the maximum extent permitted by law. We also specifically exclude liability for negligence.
Wherever possible, our liability for breach of any condition, warranty or guarantee is limited, at our option, under s64A of the ACL to replacement of the Content or the cost of having the Content replaced, or such other remedy that we see fit.
We won’t be liable for any consequential loss or damage or other direct or indirect loss or damage, except where we are unable to limit or exclude such loss under the ACL (for example, we are unable to exclude or limit liability for consequential loss arising out of a breach of a consumer guarantee).
DISCLAIMER AND LIMITATION OF LIABILITY
Except as set out above, to the maximum extent permitted by law, we exclude all terms, guarantees, warranties, representations or conditions which are not expressly stated in these terms and conditions.
Please note that we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable consumer guarantee to which you are entitled under the ACL), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Content, Website or these terms and conditions (including as a result of not being able to use or access the Services or Website), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
We make the Content available to you, however you use the Content at your own risk. Everything in the Content is provided "as is" and "as available" – we don’t make any representations or warranties of any kind.
If for any reason you are not a consumer of Content for the purposes of the Australian Consumer Law, we exclude all liability to you, however arising, including by negligence.
You understand that there can be no assurance as to any particular outcome or results based on the use of the Content. Any testimonials or examples shown in marketing materials examples of what may be possible for you. You agree to be open, present and partake in services as proposed. You are responsible for your own success and implementation of objectives. We may revise methods or parts of the Content based on the needs of the Client.
REFUNDS AND CANCELLATIONS
Unless otherwise required by law, all fees paid for the Services are non-refundable. Further, once you have enrolled in the course, you are unable to cancel your membership. Where you no longer wish to participate in the course, you will still be required to pay the Fees for the fixed period of time as described in Clause 2.2.2.
INTELLECTUAL PROPERTY
All content in the Services and Website is subject to copyright and is protected by copyright under the laws of Australia and through international treaties. Unless we say otherwise, all rights (including copyright) in the Services and website (including text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by us and are reserved by us.
You acknowledge and agree that all intellectual property rights owned by us or to which we are entitled before and after this Agreement will remain our sole property and that nothing in this Agreement transfers any ownership in our intellectual property rights to you.
If you would like to share our website or social media content that’s freely available for re-use or is in the public domain, you are permitted to do so, as long as you attribute same to us and link back to our website. This includes images on our website and social media profiles, unless we explicitly cite a copyright notice indicating otherwise. If you’d like to share, re-publish or otherwise use our website or content in a way that you aren’t expressly authorised to do by these terms, please don’t hesitate to get in touch with us.
You are expressly prohibited from producing, publishing, or otherwise distributing any of the Intellectual Property (such as our course content), save as to any licence of the Intellectual Property or part thereof granted under this Agreement.
PROMOTION
You grant us permission to use and reproduce your name, business or trading name and logo (if applicable), photograph or likeness, including any trade marks, as well as evidence of Content delivered and results achieved to promote our business.
You grant us permission to use and reproduce, whether personally or commercially, video footage or screen recordings in which you may feature during the provision of the Content.
If you do share images or videos (or any other depiction whatsoever) of our products on your social media (Posts), you provide to us your express and unconditional consent to share your Posts on our social media. We will of course provide appropriate attribution to you (through tagging you or other appropriate means) when reposting your posts.
CONFIDENTIALITY
You acknowledge that you may have access to certain confidential information of ours, including (but not limited to) technical information and know how relating to the Content, the Website (Confidential Information). You agree to treat as confidential the Confidential Information and not use or disclose the Confidential Information during the term of this Agreement or thereafter, other than in connection with performing this Agreement or with our prior written consent.
In the event of a breach or threatened breach by you of this clause, you acknowledge we will be irreparably harmed, and monetary damages will be an insufficient remedy. Accordingly, you consent to enforcement of this clause by means of temporary or permanent injunction and other appropriate legal or equitable relief in any competent court.
This clause survives the expiry or termination for any reason of this Agreement.
You agree the restrictions set out in this clause are reasonable and necessary to protect our goodwill and reasonable commercial interests.
CONFLICT OF INTEREST
You are required to immediately disclose any potential, perceived or actual conflict of interest (whether direct or indirect) that may give rise to a conflict your involvement in the course or the provision of Content to you. We may take action to eliminate or reduce any such conflict. If in our opinion, you fail or refuse to declare any such conflict, or to resolve it in a manner satisfactory to us in accordance with our directions, then notwithstanding any other provision of this contract, we may terminate this Agreement.
DISPUTE RESOLUTION
If a dispute arises between the parties, the party claiming the dispute must not commence any court or arbitration proceedings (except where they seek urgent interlocutory relief), unless they have first complied with this clause. The party must inform the other party in writing of the following:
the nature of the dispute;
the outcome they desire to resolve the dispute, and
the action they believe will settle the dispute.
On receipt of the notice by the other party, both parties will make every effort, without delay and in good faith, to resolve the dispute by mutual negotiation within fourteen (14) Business Days.
Each party acknowledges and agrees that they will not make any oral or written statement about the other party in relation to the subject matter of this agreement that is intended or is reasonably likely to disparage the other party; or otherwise degrades the other party’s reputation.
If the parties are unable to resolve the dispute in that time, the parties must agree on selection of a mediator (if the parties are unable to agree, they agree to request that the President of the Law Society of Western Australia appoint a mediator) and will be equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation (to be paid in advance). The parties must each pay their own costs associated with the mediation, which must be held in Western Australia.
The existence of a dispute or the commencement of proceedings does not affect the obligation of the parties to continue to perform their obligations under this Agreement.
This clause survives termination of this Agreement.
VARIATION
We may make permitted variations to these conditions at any time by updating this document and giving notice to you by posting a copy on the Website, or otherwise notifying you in writing. The variations will take effect thirty (30) days after the date of posting. Your continued access and use of the Services will indicate your acceptance of the variations.
Permitted variations will be limited to those reasonably required by us to protect our legitimate business interests and which do not seriously impact the benefit you receive under this Agreement.
SEVERANCE
If any part of these conditions is found to be void or unenforceable by a Court of competent jurisdiction, that part will be severed, and the rest of the Agreement will remain in force.
ASSIGNMENT
The rights of each party under this Agreement are personal. You may only assign, charge, transfer or otherwise encumber or dispose of any of their rights under this Agreement with our prior written consent, which can only be withheld on reasonable grounds. We may assign, charge, transfer or otherwise encumber or dispose of any of their rights under this Agreement on giving you notice in writing.
ENTIRE AGREEMENT
The contents of this Agreement constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this Agreement, whether orally or in writing.
WAIVER
A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
TERM
This Agreement commences on the date that it is accepted by you and will remain in force until each party has fulfilled their obligations under this Agreement, unless terminated earlier in accordance with this Agreement or general law.
TERMINATION
We may terminate this Agreement at any time for any reason and can restrict your access to the Content where we feel is a risk of further breach. All disclaimers and limitations of liability will survive termination. Any accrued rights or remedies to which either party is entitled will not be affected.
JURISDICTION
As we’re based in SOUTH AUSTRALIA, these conditions will be governed by the laws of that state/territory. If we do end up in court, you agree that the non-exclusive venue for resolving any dispute will be in the courts of SOUTH AUSTRALIA, Australia.
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Distribution Rights For The Road Map
LICENSING AGREEMENT
This Licensing Agreement ("Agreement") is entered into as of the date purchased, by and between Changing Courses 11 LLC, a Tennessee limited liability company ("Licensor"), and the buyer of the Roadmap 2.0 Product ("Licensee").
WHEREAS, Licensor is the sole and exclusive owner of the 'Roadmap 2.0' product ("Product");
WHEREAS, Licensee desires to obtain certain rights to resell the Product, and Licensor is willing to grant such rights to Licensee, all on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
TERMS OF LICENSE:
By entering into this agreement, the Licensee agrees to the following terms concerning the use, resale, and distribution of the "Roadmap 2.0" product, formerly known as "Roadmap to Riches", copyrighted by Changing Courses 11 LLC:
Scope of License Agreement for Roadmap to Riches and Roadmap 2.0
This license agreement encompasses both "Roadmap to Riches" and its successor, "Roadmap 2.0." By accepting the terms of this agreement, the licensee acknowledges and agrees to be bound by its provisions for both products. Even though "Roadmap to Riches" is being replaced by "Roadmap 2.0," the obligations and protections set forth in this agreement apply equally to both products. Any breach of the terms related to one product will be considered a breach of the entire agreement.
Prohibition of Income Claim Content and License Revocation for Roadmap 2.0 Users
Users of Roadmap 2.0 agree not to make, disseminate, or endorse any statements, advertisements, or representations, directly or indirectly, which make income projections, promises, or guarantees concerning the potential income or earnings that can be derived from the use of Roadmap 2.0. The use of false or misleading income claim content in association with Roadmap 2.0 is strictly prohibited under this license agreement. Users acknowledge that any false, misleading, or deceptive claims regarding potential income can result in significant legal and financial consequences, including potential actions by the Federal Trade Commission (FTC) for deceptive advertising and marketing practices. Violation of this provision will result in the immediate revocation of the license to use Roadmap 2.0 and may lead to further legal action.
(a) Product Integrity and Copyright:
Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise tamper with the Product. This includes, but is not limited to, selling portions of the product, renaming the product, changing material within the product, or altering the creator of the product.
Licensee shall not claim ownership of the Product copyright. However, for marketing and sales purposes, Licensee may claim authorship of the product but must always include the Changing Courses 11 LLC copyrighted material and notices.
(b) Resale Rights:
Licensee may resell the "Roadmap 2.0" product to end users without transferring the Master Resell Rights. Reselling to other resellers is also permitted.
If reselling the Master Resell Rights, Licensee agrees to include these terms and conditions with the product and ensure all customers adhere to this Agreement.
Failure to adhere to these terms will result in the revocation of the Licensee's resell rights, and Changing Courses 11 LLC may pursue legal action for damages caused by misuse.
(c) Distribution Limitations:
Licensee is prohibited from giving away the Product for free or as part of a free bundle.
Licensee may include additional content or opportunities with the Product, provided they do not conflict with the original community agreement for "Roadmap 2.0" by Changing Courses 11 LLC.Misrepresentation: Adding content that falsely represents or misinterprets the intentions, goals, or values of "Roadmap 2.0" or Changing Courses 11 LLC.
Infringement: Incorporating content that infringes on the intellectual property rights, trademarks, or copyrights of Changing Courses 11 LLC or any third party.
Unapproved Modifications: Making significant alterations or modifications to the original content of "Roadmap 2.0" without the explicit consent of Changing Courses 11 LLC.
Unethical Practices: Introducing opportunities or content that involve unethical, illegal, or immoral practices, such as scams, misinformation, or deceptive marketing tactics.
Data Privacy Concerns: Introducing features or content that compromise the data privacy and security of users of "Roadmap 2.0."
(d) Marketing and Promotion:
Licensee agrees to use ethical marketing materials for the promotion of the Product.
False or Misleading Income claims for marketing purposes are strictly prohibited. Licensee agrees to indemnify Changing Courses 11 LLC from any damages resulting from advertising income claims.
(e) Third-Party Payment Platforms:
Licensee agrees to use third-party payment platforms for sales and distribution, adhering to all terms and conditions of said platforms.
Changing Courses 11 LLC is not responsible for any aspect of these platforms.
(f) Pricing:
The minimum sale price for the Product is $497.00 USD. Licensee must ensure that any promotions or discounts do not reduce the sale price below this amount.
(g) Promotional Offers:
Licensee can offer gifts or bonuses with the Product, provided these do not effectively reduce the Product's sale price below the minimum.
(h) Community Guidelines:
Licensee agrees to abide by community guidelines established by Changing Courses 11 LLC.
(i) Agreement Amendments:
This Agreement represents the full understanding between Licensee and Changing Courses 11 LLC. Licensee may not modify this Agreement without written consent from Changing Courses 11 LLC.
(j) Return Policy:
All sales of the Product are final and non-refundable. Licensee must communicate this policy clearly to customers.
(k) Non-Disparagement:
Licensee agrees not to make or encourage defamatory or disparaging statements about Changing Courses 11 LLC or its products.
(l) Confidentiality:
Licensee agrees to treat all proprietary information related to the Product and Changing Courses 11 LLC as confidential.
(m) Audit Rights:
Changing Courses 11 LLC reserves the right to audit the Licensee's records related to the Product to ensure compliance with this Agreement.
(n) Quality Control:
Licensee agrees to maintain high standards of quality in the use, sale, and distribution of the Product.
(o) Relationship of Parties:
The Licensee is an independent business or individual and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship between Changing Courses 11 LLC and the Licensee. Neither party shall have authority to enter into agreements of any kind on behalf of the other party, and neither party shall be considered the agent, employee, or representative of the other.
(p) Severability:
If any provision of this Agreement is found unenforceable, the remainder of the Agreement remains in full force.
(q) Amendments:
Changing Courses 11 LLC may amend this Agreement at its discretion. Licensee agrees to review and adhere to any changes.
The Licensee hereby consents to receive electronic notifications pertaining to any modifications, updates, or changes to the license agreement. Such notifications may be sent via email, through an online portal, or other electronic means as determined by the Licensor. It is the express responsibility of the Licensee to regularly review the terms of the license and to stay informed of any alterations or amendments. The Licensee acknowledges and agrees that their failure to review or be aware of such changes does not relieve them of their obligations under the updated license terms.
(r) Licensee Responsibility:
Licensee acknowledges their responsibility to understand the Product and its uses and to represent it accurately in all marketing and promotional activities.
(s) Community Obligations:
Licensee agrees to uphold and enforce community guidelines and terms and conditions set by Changing Courses 11 LLC if they establish any community or forum related to the Product.
(t) Prohibition of Affiliate Links:
The licensee is strictly prohibited from using affiliate links or any form of affiliate marketing to promote or sell the "Roadmap 2.0" product. Any attempt to use affiliate links for the promotion or sale of the product will be considered a breach of this agreement and may result in immediate termination of the licensee's rights under this agreement.
(u) Use in Membership Sites:
The licensee is permitted to include the "Roadmap 2.0" product as part of their membership site offerings. However, under no circumstances shall the licensee provide, offer, or transfer the resell rights of the "Roadmap 2.0" product to any membership subscribers, regardless of the amount spent or the level of membership tier. The product must be provided to members as a standalone product without any rights to further distribute or resell.
(v) Prohibition on Screen Recording:
The Licensee is expressly prohibited from screen recording, capturing, or reproducing the 'Roadmap 2.0' product in any manner for the purpose of sharing, distributing, or reselling. Any unauthorized screen recording or reproduction of the product is a violation of this agreement and may result in legal action and termination of the Licensee's rights under this agreement.
1. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, transferable, revocable right to resell the Product in accordance with the terms of this Agreement.
2. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
Product Name Alteration: Change, modify, or alter the original name of the Product provided by Changing Courses 11 LLC.
Systematically retrieve data or other content from the Services or Product to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Changing Courses 11 LLC.
Trick, defraud, or mislead Changing Courses 11 LLC and other users, especially in any attempt to learn sensitive account information such as user passwords, potential leads, promotional secrets, or any other business information.
Circumvent, disable, or otherwise interfere with security-related features of the Product, including features that prevent or restrict the use of copying of any Content or enforce limitations on the use of the Product and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in the opinion of Changing Courses 11 LLC, the Product, potential competition, or Changing Courses 11 LLC and its employees, owners, partners, or anyone else that Changing Courses 11 LLC deems suitable to this prohibited activity.
Use any information obtained from the Product in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Product in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Product.
Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including party's uninterrupted use and enjoyment of the Product or modifies, impairs, disrupts, alters, or interferes with the use, features, function, operation, or maintenance of the Product.
Delete the copyright or other proprietary rights notices from any Content or the Product.
Attempt to impersonate another user or person or use the username of another user of the Product who is a Licensee of the Product.
Interfere with, disrupt, or create an undue burden on the Product or Changing Courses 11 LLC or the networks or services connected to the Product.
Harass, annoy, intimidate, or threaten any of Changing Courses 11 LLC employees, affiliates, owners, executive staff, or agents engaged in providing any portion of the Product, Services, or Licensing to you, the Licensee.
Attempt to bypass any measures of the Product designed to prevent or restrict access to the Product, or any portion of the Product.
Use a buying agent or purchasing agent to make purchases of the Product.
3. Ownership vs. License of Digital Product:
Purchase of Digital Product: Upon purchasing the 'Roadmap 2.0' product, the purchaser ("Licensee") acquires a personal, non-exclusive, transferable, and revocable license to access, use, and resell the product for their own personal or business purposes. This license grants the Licensee the right to use and resell the product but does not transfer any intellectual property rights.
Intellectual Property Rights: All copyrights, patents, trademarks, trade secrets, and other intellectual property rights in the 'Roadmap 2.0' product remain the sole and exclusive property of Changing Courses 11 LLC ("Licensor"). The purchase of the product does not convey to the Licensee any rights of ownership in or related to the product, or any intellectual property rights owned by the Licensor.
Continuous Resale Rights: The Licensee is permitted to resell the 'Roadmap 2.0' product to a third party. Upon resale, the Licensee retains their original rights to the product and does not need to transfer their license to the third-party buyer. This means the Licensee can continue to resell the product to multiple parties while still retaining their rights to the product. Each third-party buyer will also acquire a personal, non-exclusive, transferable, and revocable license to access, use, and resell the product under the same terms.
Downloading a Copy: The Licensee is permitted to download the 'Roadmap 2.0' product for personal and business use. The Licensee may also store multiple copies of the product for backup, archival, or redundancy purposes. Furthermore, the Licensee has the right to upload and host the 'Roadmap 2.0' product on their own hosting platform or server. However, any distribution, sharing, or public display of the product outside of the terms outlined in this agreement is strictly prohibited. The downloaded and hosted copies remain subject to the terms and conditions of this agreement.
Clarification on Ownership: For the avoidance of doubt, purchasing the 'Roadmap 2.0' product provides the Licensee with a licensed copy of the product. It does not grant any ownership rights to the intellectual property of the product or any other rights not explicitly mentioned in this agreement.
4. Indemnification:
The Licensee agrees to indemnify, defend, and hold harmless Changing Courses 11 LLC ("Licensor"), and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party"), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or resulting from any claim of a third party related but not limited to: (a) any breach or non-fulfillment of any representation, warranty, or covenant contained in this agreement, or any other agreement contemplated hereby, by the Licensee; (b) any use or misuse of the 'Roadmap 2.0' product by the Licensee or any third party gaining access to the product through the Licensee; or (c) any infringement of intellectual property rights arising from the Licensee's unauthorized use or modification of the product.
5. Termination:
This Agreement shall commence on the Effective Date of Purchase and shall continue in full force until terminated as provided herein. Either party may terminate this Agreement at any time, with or without cause, by providing the other party a written notice of termination. Upon termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement, including the right to resell the 'Roadmap 2.0' product, shall immediately cease, and the Licensee shall immediately cease all use, promotion, and sales of the Product. The Licensee shall also, within 10 days of the termination date, destroy or return to the Licensor any confidential information or materials provided by the Licensor under this Agreement. Termination of this Agreement shall not affect any rights or obligations that: (a) are meant to survive termination (including but not limited to indemnification and limitations of liability); and/or (b) have accrued prior to such termination.
6. Governing Law:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
7. Revocation of License
Changing Courses 11 LLC ("Licensor") reserves the right to revoke the license granted to the Licensee under this Agreement at any time, for any reason, including but not limited to breaches of this Agreement, misuse of the 'Roadmap 2.0' product, or actions that harm the reputation or business interests of the Licensor. Upon revocation of the license, the Licensee shall immediately cease all use, promotion, and sales of the Product and shall, within 10 days of the revocation date, destroy or return to the Licensor any confidential information or materials provided by the Licensor under this Agreement.
8. Updates to Terms and Conditions
Changing Courses 11 LLC ("Licensor") reserves the right to update, modify, or replace any part of these Terms and Conditions by posting updates and changes to our website. It is the Licensee's responsibility to check our website periodically for changes. The continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.
9. Third-Party Protection:
The Licensee acknowledges and agrees that Changing Courses 11 LLC's licensors and service providers are third-party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology and services of such licensors and service providers.
10. Confidentiality
Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
11. Dispute Resolution
Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Nashville, Tennessee, in accordance with the rules of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs.
12. Representations and Warranties
Both parties represent and warrant that they have the full authority to enter into this Agreement and to perform their obligations hereunder; that their execution and performance of this Agreement will not result in a breach of any other agreement to which they are bound; and that they will comply with all applicable laws, rules, and regulations in their performance of this Agreement.
13. Compliance with Laws
The Licensee shall comply with all applicable laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
14. Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
15. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, embargoes, government orders, or any other force majeure event.
16. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
17. CORRECTIONS
There may be information on the website that contains typographical errors, inaccuracies, or omissions that may relate to the 'Roadmap 2.0' product, promotions, offers, product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on the website or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
18. DISCLAIMER
The 'Roadmap 2.0' product is provided "as is" and "as available" for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
19. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the 'Roadmap 2.0' product at any time or for any reason at our sole discretion without notice. Such changes may include, but are not limited to:
Content Updates: Periodic updates to the content to reflect new information, corrections, or improvements.
Feature Changes: Addition, modification, or removal of certain features or functionalities of the product.
Platform Support: Changes to the supported platforms or devices for which the product is available. This may include discontinuation of support for older software versions or devices.
Download Limitations: Adjustments to the number of times a product can be downloaded, or the duration for which a download link remains active.
Access Restrictions: Temporary or permanent restrictions on access to certain parts of the product due to maintenance, security concerns, or other reasons.
Pricing Adjustments: Changes to the pricing of the product, including promotional discounts or price increases.
Format Changes: Alterations to the format or file type of the downloadable content, which may require users to obtain new software or hardware for compatibility.
We also reserve the right to modify or discontinue all or part of the product without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the product.
20. California Residents
If you are a California resident, you are granted specific rights regarding access to your personal information. California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.
725 Cool Springs Blvd. Franklin TN, 37067
Changing Courses 11 LLC attn Zach Pippins
21. Entire Agreement
This Agreement, including any exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled.
22. MISCELLANEOUS
Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the 'Roadmap 2.0' product. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
Personal Link Program Agreement
1. Purpose of the Agreement:
This Agreement outlines the terms and conditions under which the Participant may use the Personal Link provided by Changing Courses 11 to promote and bring individuals to the Changing Courses 11 community.
2. Personal Link:
Changing Courses 11 will provide the Participant with a unique Personal Link to track the number of individuals they bring into the Changing Courses 11 community.
3. Responsibilities of the Participant:
a) The Participant agrees to actively participate in the Changing Courses 11 community, answer questions, and assist their customers.
b) The Participant acknowledges that they are solely responsible for the satisfaction of their customers and for any damages caused by their actions.
c) The Participant agrees to uphold the values, guidelines, and standards set by Changing Courses 11 when interacting with potential and existing community members.
4. No Affiliation:
a) The Participant understands and agrees that the Personal Link is not an affiliate link.
b) By using the Personal Link, Changing Courses 11 does not endorse, support, or become affiliated with the Participant's business or methods of marketing.
c) The Participant agrees not to represent themselves as an affiliate or partner of Changing Courses 11.
5. Confidentiality:
The Participant agrees to keep confidential any proprietary or non-public information about Changing Courses 11 or its community that they may learn during the course of their participation in the program.
6. Indemnification:
The Participant agrees to indemnify and hold harmless Changing Courses 11 from any claims, damages, or losses resulting from their actions, misrepresentations, or any breach of this Agreement.
7. Non-Disparagement:
The Participant agrees not to make any negative or disparaging statements about Changing Courses 11 or its community, both during and after the termination of this Agreement.
8. Data Protection and Privacy:
The Participant agrees to comply with all applicable data protection laws and regulations. Any personal data collected through the Personal Link will be handled in accordance with Changing Courses 11's privacy policy.
9. Limitation of Liability:
Changing Courses 11 assumes no liability for any damages caused by the Participant. The Participant is 100% responsible for their own actions and any consequences thereof.
10. Term and Termination:
This Agreement will continue indefinitely unless terminated earlier in accordance with its terms. Changing Courses 11 reserves the right to terminate this Agreement and revoke the Participant's right to use the Personal Link if the Participant fails to fulfill their responsibilities or acts detrimentally to Changing Courses 11.
11. Dispute Resolution:
Any disputes arising out of or in connection with this Agreement shall first be attempted to be resolved through amicable negotiations. If the parties cannot resolve the dispute, they agree to submit the dispute to binding arbitration in the State of Tennessee.
12. Amendments:
Changing Courses 11 reserves the right to amend this Agreement at any time. Participants will be notified of any changes through reasonable means, including but not limited to email or community communications.
13. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
14. Restricted Sharing of Links:
a) The Participant agrees not to share any private or restricted links, including but not limited to the registration form link or the program sign-up link, with anyone without the express written permission of Changing Courses 11.
b) Unauthorized sharing of such links is a breach of this Agreement.
c) In the event of unauthorized sharing, Changing Courses 11 reserves the right to pursue the Participant for damages and any other remedies available under the law.
Amendment to Original Agreement 10-16-2023
1. Prohibition of Selling Under a False Name:
a) The Participant expressly agrees not to sell, distribute, or promote the "Roadmap 2.0" under any false, misleading, or unauthorized name, brand, or representation.
b) The Participant acknowledges that the "Roadmap 2.0" is the exclusive intellectual property of Changing Courses 11 and any unauthorized use, including selling under a false name, constitutes a breach of this Agreement and an infringement of Changing Courses 11's intellectual property rights.
c) Any unauthorized use of the "Roadmap 2.0" will result in immediate termination of the Participant's rights under the Original Agreement and may result in legal action for damages and injunctive relief.
2. Damages:
In the event of a breach of this Amendment, Changing Courses 11 reserves the right to pursue the Participant for damages, including but not limited to lost profits, damage to reputation, and any other consequential damages resulting from the unauthorized use of the "Roadmap 2.0".
3. Entire Agreement:
This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
4. Governing Law:
This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee.
Contact Information:
725 Cool Springs Blvd. Franklin TN, 37067
Changing Courses 11 LLC attn Zach Pippins
UBC MASTER RESELLER AGREEMENT
MASTER RESELLER AGREEMENT This Reseller Agreement (the "Agreement"), dated March 1, 2024, is entered into by and between UBC JV., a joint venture comprising 12316421 CANADA INC. and 10574104 CANADA INC. (jointly, the "Supplier"), and the Reseller party identified as such in each purchase email, ("Reseller", and together with Supplier sometimes may be referred to as the "Parties", and each, a "Party"). WHEREAS, Supplier is in the business of selling and marketing the Products (as defined below); and WHEREAS, Reseller is in the business of marketing and reselling the Products; and WHEREAS, Reseller wishes to purchase the Products from Supplier and resell these Products to End Users (as defined below), subject to the terms and conditions of this Agreement; and WHEREAS, Supplier wishes to sell the Products to Reseller and appoint Reseller as a non-exclusive reseller under the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I Definitions Capitalized terms have the meanings set out in this ARTICLE I, or in the Section in which they first appear in this Agreement. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, investigative, regulatory, or other, whether at law, in equity or otherwise. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, this Person. "Claim" means any Action made or brought against a Person entitled to indemnification under ARTICLE XV. "Confidential Information" has the meaning set out in Section 13.01. "Control" (and with correlative meanings, the terms "Controlled by" and "under common Control with") means, regarding any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership or voting securities, by contract or otherwise. 3 "Effective Date" means the date first set out above. "End User" means the final purchaser that (a) has acquired a Product from Reseller for (i) its own [and its [Affiliates']] internal use and for possible resale, remarketing or distribution or (ii) incorporation into its own products. "Governmental Authority" means any federal, provincial, territorial, local or foreign government or political subdivision thereof, or any agency or instrumentality of the government or political subdivision, or any self-regulated organization or other nongovernmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of this organization or authority have the force of Law), or "HST" means harmonized sales tax, or goods and services tax, imposed under the HST Act (or any provincial or territorial legislation imposing sales tax, harmonized sales tax or goods and services tax. "HST Act" means Part IX of the Excise Tax Act (Canada). "Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (e) industrial designs and industrial design registrations; (f) Trade Secrets and (g) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the Laws of any jurisdiction in any part of the world. "Law" means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority. "Notify" means to give Notice. "Patents" means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions, and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor's certificates and patent utility models). "Person" means any individual, partnership, corporation, trust, unlimited liability company, unincorporated organization, association, Governmental Authority, or any other entity. 4 "Personnel" means agents, employees, or subcontractors engaged or appointed by Supplier or Reseller. "Representatives" means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, counsel, third-party advisors, successors, and permitted assigns. "Reseller Contract" means any [material] contract or agreement to which Reseller is a party or to which any of its material assets are bound. "Supplier's Intellectual Property Rights" means all Intellectual Property Rights owned by or licensed to Supplier. "Supplier's Trademarks" means all Trademarks owned by or licensed to Supplier. "Taxes" means any commodity tax, including sales, use, excise, value-added, HST, consumption or other similar tax, including penalties or interest, imposed, levied, or assessed by any Governmental Authority. "Trademarks" means all rights in and to Canadian and foreign trademarks, service marks, trade dress, trade names, business names, brand names, logos, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any part of the world. "Trade Secrets" means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein. ARTICLE II Appointment as Reseller Section 2.01 Non-Exclusive Appointment. Supplier appoints Reseller, and Reseller accepts the appointment, to act as a non-exclusive reseller of Products to End Users in accordance with the terms and conditions of this Agreement. Supplier may in its sole discretion sell the Products to any other Person, including resellers, retailers and End Users subject to the terms and conditions hereof. ARTICLE III No Franchise Agreement, No Guarantee 5 Section 3.01 No Franchise. The Parties are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Supplier and Reseller. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of their Personnel under this Agreement and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, Canada Pension Plan contributions, employment insurance premiums, disability benefits, or the manner and means through which the work under this Agreement will be accomplished. Except as provided otherwise in this Agreement, Reseller has the sole discretion to determine Reseller's methods of operation, Reseller's accounting practices, the types and amounts of insurance Reseller carries, Reseller's Personnel practices, Reseller's advertising and promotion, Reseller's customers and Reseller's service areas and methods. The relationship created hereby between the Parties is solely that of supplier and reseller. Section 3.02 No Guarantees. The Parties acknowledge and accept that while the Product may provide the opportunity to generate income, the Supplier makes no guarantees regarding financial success that any Reseller or End User may achieve using the Product. Individual success may vary and depends on various factors, including skill, effort, market conditions, and the demand for the Product. Any testimonials or examples of income displayed on websites or other promotional materials are exceptional cases and do not represent a guarantee of future earnings. Section 3.03 Business Risk. Engaging in any business, including the sale of the Product, involves inherent risks. Supplier makes no guarantee as to financial results or that the Product will generate profits of any kind. Parties acknowledge that there are risks associated with running a business, and assume full responsibility for any outcomes or losses resulting from use or sale of the Product. Section 3.04 Income Potential. The income potential associated with the Product is highly subjective and can vary significantly from person to person. Success depends on various factors, such as marketing strategies, target audience, competition, and economic conditions. Supplier cannot predict or guarantee your individual results. ARTICLE IV Terms of Agreement Prevail This Agreement is expressly limited to the terms of this Agreement. The terms of this Agreement prevail over any terms or conditions contained in any other documentation related to the subject matter of this Agreement and expressly exclude any of Reseller's general terms and conditions issued by Reseller. ARTICLE V General Reseller Performance Obligations 6 Section 5.01 Marketing and Reselling Products. Reseller shall, in good faith and at its own expense: (a) market, advertise, promote, and resell the Products to End Users in accordance with good business practice; (b) develop and execute a marketing plan sufficient to fulfil its obligations under this Agreement; (c) observe all of Supplier's reasonable directions and instructions in relation to the marketing, advertising and promotion of the Products; (d) market, advertise, promote, and resell Products and conduct business in a manner that at all times reflects favourably on Products and the good name, goodwill, and reputation of Supplier; (e) only resell any software or accessories sold, bundled or packaged with any Product on those terms and conditions as Supplier may, from time to time, require. Section 5.02 Authority to Perform Under this Agreement. Reseller shall, at its own expense, obtain and maintain required certifications, credentials, licences, and permits necessary to conduct business in accordance with this Agreement. Section 5.03 Limited End User Support. Following the sale of a Product to any End User, Reseller shall, at its own expense: (a) respond to the End Users regarding the general operation and use of the Product, including: (i) acting as a liaison between the End User and Supplier in matters requiring Supplier's participation; (ii) providing general Product information and configuration support on standard protocols and features; and Except as explicitly authorized in this Agreement or in a separate written agreement with Supplier, Reseller may not service, repair, modify, alter, replace, reverse engineer, or otherwise change the Products it sells to End Users. Section 5.04Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Reseller nor Reseller Personnel shall: (a) make any representations, conditions, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently or ostensibly on behalf of Supplier, or 7 (ii) to any End User regarding the Products, which representations, conditions, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any thenexisting representations, conditions, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Supplier to Reseller; (b) engage in any unfair, competitive, misleading or deceptive practices respecting Supplier, Supplier's Trademarks or the Products, including, but not limited to, the following: (i) offering the Product as part of disparagement or "bait-and-switch" practice; (ii) Offering any rebates or cashback offers to incentivize purchase of the Product; (iii) Offering any discounts to the Product; (iv) Offering any incentives or bundled offerings of the Product, including, but not limited to, add on products, “sneak peaks" or "template" offerings; (v) Offering any modified version of the Product; (vi) Use or sell this product in a dime sale event; (vii) Offer for sale, the Product on an auction site (such as eBay.com); (c) sell, either directly or indirectly, or assign or transfer, any Products to any Person when Reseller knows or has reason to suspect that the Person may resell any or all of the Products to a third party where such third party may breach this Agreement. ARTICLE VI Supplier Performance Obligations Section 6.01Supplier Performance Obligations. During the Term, the Supplier may: (a) provide any information and support that may be reasonably requested by Reseller regarding the marketing, advertising, promotion, and sale of Products sold to Reseller under this Agreement; and 8 ARTICLE VII Agreement to Purchase and Sell the Products Section 7.01 Terms of the Sale. Supplier shall sell Products to Reseller at the Prices and on the terms and conditions set out in this Agreement. Section 7.02 Availability; Changes in Products. Supplier may, in its sole discretion: (a) remove Products without Notice to Reseller; (b) add to the Products without Notice to Reseller; and (c) without Notice to Reseller, effect changes to any Products, in each case, without obligation to modify or change any Products previously delivered or to supply new Products meeting earlier specifications. ARTICLE VIII Order Procedure Section 8.01Purchase Request. Once Reseller has sold a program to an End User, the Reseller shall provide invite link to the End User where End User requests access. In order to be approved, the End User must forward an email receipt to info@ubcmrr.com; and answer the membership questionnaire (who was course purchased from; did you forward receipt as required; what is email). Section 8.02 Supplier's Right to Accept or Reject Purchases. Supplier may, in its sole discretion, accept or reject any purchase request. Supplier may accept any Purchase request by confirming the order or by making the Products available, whichever occurs first. ARTICLE IX Price and Payment Section 9.01Price. Reseller shall purchase the Product from Supplier and End User shall purchase the Products from Reseller at the prices set out in Supplier's reseller price list in effect as of the date hereof (the "Prices") and Reseller shall only list for sale the Products for the same price. Section 9.02 Taxes. The Prices are exclusive of all applicable Taxes (including HST and provincial sales tax). Each Party will be responsible for the payment of and will pay any applicable taxes, duties, and levies levied on that Party from time to time in relation to this Agreement. 9 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. 10 Section 12.02 Supplier's Trademark Licence Grant. This Agreement does not grant either Party the right to use the other Party's or their Affiliates' Trademarks except as set out under this Section 12.02. Subject to the terms and conditions of this Agreement, Supplier hereby grants to Reseller a non-exclusive, non-transferable and nonsublicensable licence to use Supplier's Trademarks solely on or in connection with the promotion, advertising and resale of the Products in accordance with the terms and conditions of this Agreement. Reseller will promptly discontinue the display or use of any Trademark to change the manner in which a Trademark is displayed or used with regard to the Products when requested by Supplier. Other than the express licences granted by this Agreement, Supplier grants no right or licence to Reseller, by implication, estoppel or otherwise, to the Products or any Intellectual Property Rights of Supplier. Section 12.03 Prohibited Acts. Reseller shall not: (a) take any action that interferes with any of Supplier's rights in or to Supplier's Intellectual Property Rights, including Supplier's ownership or exercise thereof; (b) challenge any right, title or interest of Supplier in or to Supplier's Intellectual Property Rights; (c) make any claim or take any action adverse to Supplier's ownership of Supplier's Intellectual Property Rights; (d) register or apply for registrations, anywhere in the world, for Supplier's Trademarks or any other Trademark that is similar to Supplier's Trademarks or that incorporates Supplier's Trademarks in whole or in confusingly similar part; (e) use any mark, anywhere, that is confusingly similar to Supplier's Trademarks; (f) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement (including Products) or any Supplier Trademark; (g) misappropriate any of Supplier's Trademarks for use as a domain name without prior written consent from Supplier; and (h) alter, obscure, or remove any of Supplier's Trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement (including Products), marketing materials or other materials that Supplier may provide. Section 12.04 Supplier's Trademark Notices. Reseller shall ensure that all Products sold by Reseller and all related quotations, specifications, and descriptive literature, and all other materials carrying Supplier's Trademark, are marked with the appropriate trademark notices. 11 ARTICLE XIII Confidentiality Section 13.01 Protection of Confidential Information. From time to time, Supplier (as "Disclosing Party") may disclose or make available to Reseller (as "Receiving Party") information about its business affairs, goods and services, confidential information and materials comprising or relating to Intellectual Property Rights, Trade Secrets, third-party confidential information, personal information of End Users and other sensitive or proprietary information; such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" constitutes "Confidential Information" hereunder. Confidential Information excludes information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this ARTICLE XIII by Receiving Party or any of its Representatives; (b) is or becomes available to Receiving Party on a non-confidential basis from a third-party source; provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of Receiving Party or its Representatives before being disclosed by or on behalf of Disclosing Party; (d) was or is independently developed by Receiving Party without reference to or use of, in whole or in part, any of Disclosing Party's Confidential Information; or (e) must be disclosed under applicable Law. Receiving Party shall of such Confidential Information: (i) protect and safeguard the confidentiality of Disclosing Party's Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any Person, except to Receiving Party's Representatives who must know the Confidential Information to assist Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. 12 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 13 WARRANTY MADE BY SUPPLIER, OR ANY OTHER PERSON ON SUPPLIER'S BEHALF. Section 14.04 Third-Party Products. Reseller acknowledges and agrees that Products purchased by Reseller under this Agreement may not contain, nor be contained in, nor incorporated into, attached to or packaged together with the products manufactured by a third party (the "Third-Party Products"). Third-Party Products are not covered by the Limited Warranty. For the avoidance of doubt, Supplier makes no representations, conditions, or warranties regarding any Third-Party Products. ARTICLE XV Indemnification Section 15.01 Reseller General Indemnification. Subject to the terms and conditions of this Agreement, Reseller (as "Reseller Indemnifying Party") shall indemnify, hold harmless, and defend Supplier and its parent, officers, directors, partners, shareholders, employees, agents, affiliates, successors and permitted assigns (collectively, "Supplier Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, disbursements and charges, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, (collectively, the "Losses"), arising out of or relating to any Claim of a third party: (a) relating to a breach or non-fulfilment of any representation, condition, warranty or covenant under/representation, condition or warranty set out in this Agreement by Reseller Indemnifying Party or Reseller Indemnifying Party's Personnel; (b) alleging or relating to any negligent act or omission of Reseller Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; (c) relating to a purchase of a Product by any Person purchasing directly or indirectly through Reseller Indemnifying Party and not directly relating to a claim of Limited Warranty breach. ARTICLE XVI Limitation of Liability Section 16.01 No Liability for Consequential or Indirect Damages. IN NO EVENT IS SUPPLIER OR ITS REPRESENTATIVES LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT RESELLERWAS ADVISED OF THE POSSIBILITY OF THE DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY 14 (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. Section 16.02 Maximum Liability for Damages. IN NO EVENT SHALL SUPPLIER'S LIABILITY FOR EACH CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE (1) TIMES THE TOTAL OF THE AMOUNTS PAID TO SUPPLIER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF THE SUPPLIER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. ARTICLE XVII Miscellaneous Section 17.01 Entire Agreement. (a) Subject to ARTICLE IV, this Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, conditions and warranties, both written and oral, regarding such subject matter. Section 17.02 Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice") in writing and addressed to the other Party at the email address last used by them. Section 17.03 Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means the agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means the statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set out verbatim herein. Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in Canadian currency. 15 Section 17.04 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. Section 17.05 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Section 17.06 Amendment and Modification. The Supplier may amendment or modify this Agreement in writing at any point in time at its sole and absolute discretion. Section 17.07 Waiver. (a) No waiver under this Agreement is effective unless it is in writing and signed by the Party waiving its right. (b) Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. (c) None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right, remedy, power or privilege, or in enforcing any condition under this Agreement; or (ii) any act, omission, or course of dealing between the Parties. Section 17.08 Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at Law, in equity, in any other agreement between the Parties or otherwise. Section 17.09 Equitable Remedies. Reseller acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under ARTICLE XIII would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Reseller of any of these obligations, Supplier shall, in addition to any and all other rights and remedies that may be available to Supplier at Law, at equity or otherwise in respect of this breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages do not afford an adequate remedy. Section 17.10 Assignment. Reseller may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Supplier. 16 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.
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.
