BY ACCEPTING THIS AGREEMENT, ORDERING A WRITING TRAINING COURSE OR ACCESSING OR USING ANY TRAINING MATERIALS THAT WE PROVIDE, YOU AGREE TO BE BOUND BY THIS AGREEMENT WITHOUT MODIFICATION BY YOU. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ORDER ANY WRITING TRAINING COURSES OR ACCESS OR USE OUR TRAINING MATERIALS. THE LICENSES AND RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
This Writing Training Services Agreement (“Agreement”) is entered into by and between You (as defined below) and Antoine Airoldi Communications Inc., a Canadian Corporation with offices at 2-5071, Clara-Lloyd Street, Sherbrooke, Quebec, Canada, J1N 0W3 (“AAC”). The “Effective Date” of this Agreement is the date, which is the earlier of (a) AAC’s initial provision of Writing Training Courses and related Training Materials to You or (b) the effective date of the first Order Form referencing this Agreement. “You” or “you”, “Your” or “your”, “Yours” or “yours” means you as an individual or your own actions. The Agreement consists of the terms and conditions set forth below, any Order Forms (as defined below) and any policies referenced herein.
This Agreement allows You to purchase Writing Training Courses (“Writing Training Courses”) pursuant to AAC order forms (which may include online registration or order forms made available by or on behalf of AAC) referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which the Writing Training Courses will be delivered to You. This Agreement shall govern Your initial purchase on the Effective Date as well as any future purchases made by You which reference this Agreement.
From time to time, AAC may amend this Agreement. Unless otherwise specified by AAC, the version of the Agreement in effect on the date of Your Order Form will govern such order.
CONSEQUENTLY, THE PARTIES AGREE AS FOLLOWS:
AAC shall provide You with Writing Training Courses, which is comprised of a thirty (30) minute web meeting of coaching/consultation and one copy of our proprietary “Method for writing and make effective Sales” (“Training Materials”). Please note that You may choose to add additional time for coaching/consultation on our Order Form or buy additional time later on. Our web meeting of coaching/consultation is valid only for the specific date and time specified on applicable Order Forms and are subject to availability. You must complete the Order Form and provide AAC with your name and your email address and other information to register.
As part of the Writing Training Courses, AAC shall provide You with access to our then-current version of our Training Materials. Subject to the terms and conditions of this Agreement, AAC grants You a limited, non-exclusive, non-transferable, non-sublicensable license to use one copy of such Training Materials per paid Training Course for personal educational and training purposes only. You may not share or disclose our Training Materials with/to anyone else. As our Training Materials are proprietary materials, it should remain confidential. Therefore, You shall not: (a) copy the Training Materials or any portion thereof; (b) share, post, upload, display, distribute, rent, sublicense, transfer or any other way disseminate any copies of the Training Materials, or portions thereof, with or to a third party or allow a third party to use the Training Materials; (c) use the Training Materials to develop services or products for sale or include any components of the Training Materials in any product. All rights not granted hereby are AAC’s reserved.
Copyright law and International Conventions protect the Training Materials. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, AAC and its suppliers have and will retain all rights, title and interest in and to the Training Materials (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights). You acknowledge that you are obtaining only a limited license right to personally use the Training Materials and that irrespective of any use of the words “purchase,” “sale” or like terms, hereunder no ownership rights are being conveyed to You under this Agreement or otherwise. All copies, improvements, updates, modifications or enhancements of the Training Materials shall remain the exclusive property of AAC (including any changes, which may, from time to time, incorporate any of your ideas, feedback or suggestions or those of other customers).
You remain at all time the sole owner of all rights, title and interest (including all copyright) in and to your own work, even if your work is enhanced or improved after any coaching/consulting session with AAC.
You pay AAC the amounts set forth on the applicable Order Form at the time of your registration to obtain the AAC’s services. Unless otherwise specified in the Order Form, all payments are due in Canadian dollars at the time of purchase. Except as expressly provided hereunder, orders are non-cancellable by You and all fees paid for Training Courses are strictly non-refundable. You will be responsible for all taxes, withholdings, duties and levies in connection with the Services, payable in your own country. No service will be provided or rendered to You without the full payment of the amount specified on each Order Form.
In the course of our relationship, AAC may disclose to You information identified as confidential or that You should reasonably understand to be confidential or proprietary under the circumstances (“Confidential Information”). The Training Materials (including your and other customer’s feedback regarding the Training Materials) and information about AAC’s business and Training Materials are Confidential Information owned by AAC. All Confidential Information shall remain the property of AAC, and You shall have no interest or right in such except as expressly set forth in this Agreement. You agree to maintain all Confidential Information in strict confidence and to take all reasonable precautions to prevent any unauthorized disclosure of such information. These restrictions on disclosure will not apply to any information, which: (a) becomes generally known or publicly available through no act or failure to act on your part, (b) is independently developed by You without use of Confidential Information as evidenced by your records, (c) is known by You at the time of receiving such information as evidenced by its records, or (d) is furnished to You by a third party, as a matter of right and without restriction on disclosure.
THE WRITING TRAINING COURSES AND TRAINING MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT, SHALL AAC BE LIABLE FOR ANY LOSS, INCLUDING LOST OPPORTUNITIES, DATA LOSS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF AAC IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AAC’S ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO AAC UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
This Agreement remains in effect until the Writing Training Courses services are rendered. No party has the right to terminate this Agreement before the services are rendered (with the exception of a situation qualified as “force majeure” as provided in the applicable law). Each Order Form will expire five (5) days within the date of their issuance or if no payment has been made before the scheduled date of the services. Upon any expiration or termination of this Agreement, You shall promptly delete (or, at AAC’s request), return any and all Confidential Information in your possession or control. However, You may retain your licensed copies of any Training Materials You received prior to termination, provided You remains in compliance with all applicable restrictions herein. Sections 3 (Ownership of Training Materials), 6 (Confidential Information), 7 (No Warranty), 8 (Limitation of Liability), 9 (Term and Termination) and 10 (General) shall survive any termination or expiration of this Agreement.
This Agreement shall be governed and construed by the laws of the Province of Quebec, and the laws of Canada applicable therein (without regards to conflicts of law principles). Any suit or proceeding arising out of or relating to this Agreement shall be commenced exclusively to Quebec’s Court located in the district of Montreal (Quebec) Canada, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. You acknowledge that AAC would not make available the Training Materials except on all the terms included herein, and accordingly AAC may terminate this Agreement and seek injunctive relief upon any breach. The parties are independent contractors and no employment, agency, or joint venture is created hereunder. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. This Agreement may not be assigned or transferred by You without the prior written consent of AAC. You shall not disparage AAC or its shareholders. Except as may be otherwise expressly set forth herein, no supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each party to this Agreement. Any purported assignment or amendment in violation of the foregoing shall be void. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, illegal or unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings, discussion, negotiations, representations and agreements relating to such subject matter, whether oral or written.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the date of the Order Form.