ONLINE PROGRAM AGREEMENT

This Online Program Agreement (“Agreement”) is between goMedic Knowledge Hub (“Educational Institution”) and the registered participant of the Services (“Client”), collectively the “Parties”. This Agreement sets out the expectations for what it will be like for Client to participate in Certificate of Community Paramedicine Care, an online program provided by goMedic Knowledge Hub (“Program”). For mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set out below.

 

By registering for the Program, Client confirms that they have read, understood and agreed to accept all of the terms and conditions in this Agreement. 

 

TERMS OF AGREEMENT

Term

goMedic Knowledge Hub will provide the Services, beginning on the agreed upon start date of the Program (determined by your Paramedic Service) and continue until the Program is completed (“Term”). 

 

Online Program
 
Client is purchasing goMedic Knowledge Hub’s Certificate in Community Paramedicine Care.

 

Services

goMedic Knowledge Hub will provide Client with the following services as part of the online Program (collectively, “Services”):

 

goMedic Knowledge Hub has the sole discretion to update, delete, or add Services from time to time.

 

CLIENT EXPECTATIONS

 

Client Behaviour

It is expected that Client will be respectful and cooperative towards goMedic Knowledge Hub and to fellow participants in any online public or private forums included as part of the Services. If at any time goMedic Knowledge Hub, in their sole discretion, determines that Client is not acting in accordance with these expectations, goMedic Knowledge Hub will provide written notice of termination of the Agreement effective immediately, without refund, and any payments owing towards the Fee will immediately become due. When creating a login, the client will be added to our e-mail list from which they may opt out at anytime.

 

Non-Disparagement

Client will not make any false, disparaging or derogatory comments or statements in public or private regarding goMedic Knowledge Hub, its employees or agents. goMedic Knowledge Hub may, in its sole discretion, terminate this Agreement in the event Client is in breach of this section. 

 

FEES AND PAYMENT

 

Fee and Payment

The total fee is indicated in the course price payable in CAD plus all applicable sales taxes (“Fee”). The Fee is due at the time of purchasing the Program. In some cases, the Fee is paid by the Client’s employer at the time of purchasing the Program. 

 

Fees for Additional Services

Coach’s hourly rate is determined by the project details. Any Services outside of the scope of Services set out in this Agreement will be considered Additional Services. Additional Services requested by Client will be charged to Client at the hourly rate set out above, or as may otherwise agreed upon by the Parties in writing. At any time during the Term, Client may request the following additional services from Coach (“Additional Services”):

 

Payment Method
 
Coach accepts payment either by Stripe, PayPal, eTransfer ([email protected]) Please note that there may be processing fees charged for using certain payment methods. 

Credit Card Authorization
 
Client acknowledges and authorizes Coach to automatically charge their credit card provided to Coach for all payments owing under this Agreement. Client authorizes Coach to charge all payments to Client’s credit card at the time payment is due and no separate authorization is required. If Client cancels or replaces credit card, Client must immediately provide Coach with new credit card information.

 

No Chargebacks
 
Client acknowledges and agrees that the terms of this Agreement and Coach’s termination and refund policies supersede the terms of use and refund policies of any third-party payment processor used by Coach. Client will be responsible for any fees, including legal fees, incurred by Coach as a result of recouping payments owing under this Agreement.

 

Late Payments
 
If any payment is not received on the payment due date, Coach may revoke access to Services and the Program until any outstanding payment is received in full. Client will be charged a late fee of 2% compounding monthly, equaling 24% annually, on all outstanding invoices starting from the payment due date.

 

CANCELLATION AND REFUNDS

 

Cancellation by Client

In the event Client wishes to cancel the Services at any time, Client or their Paramedic Service will not receive any refund of the Fees paid to goMedic Knowledge Hub, whether or not Client participated in the Services. 

Cancellation by goMedic Knowledge 

In the event goMedic Knowledge Hub wishes to cancel the Services, goMedic Knowledge Hub will provide 5 days’ written notice to Client that access to the Services will be cancelled, and Client will not receive any refund of the Fees paid to goMedic Knowledge Hub, whether or not Client participated in the Services. 

No Refunds

As this is an online Program and all materials are accessible to Client upon purchase, Client and/or the Paramedic Service are not entitled to any refund of the Fee, including the Deposit. goMedic Knowledge Hub may provide a refund or apply any payments to future Services in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by goMedic Knowledge Hub on a case by case basis. 

 

Termination of Agreement

This Agreement will end when Client has paid the Fee in full to goMedic Knowledge Hub and goMedic Knowledge Hub has performed the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.

 

CONFIDENTIALITY AND PRIVACY

 

Confidentiality and Non-Disclosure

Client understands that as part of the Program and Services, certain confidential information may be disclosed either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes but is not limited to, Program materials, coaching materials, business records, financial data, marketing strategies, advertising campaigns, social media account metrics, passwords, inventions, client lists, personal data, health history and data, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client agrees not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will remain bound by their duty of confidentiality to the other.

 

Privacy Policy
 goMedic Knowledge Hub may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information, health information, employment information or other personal information (“Personal Information”). By providing any Personal Information to goMedic Knowledge Hub, Client consents and grants goMedic Knowledge Hub permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as but not limited to, Zoom Thinkific, Loom, and third-party payment providers to be used by goMedic Knowledge Hub in order to deliver the Services. Client confirms goMedic Knowledge Hub is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.

 

Membership Security
 When you purchase the Program, you are required to create a username and password to access the membership platform and other Program Services. It is your responsibility to protect your username and password from theft or any other means of unauthorized use that would violate the terms of this Agreement. If you become aware that your password has been compromised, or your account has been breached, it is your responsibility to notify us immediately by emailing us at [email protected].

 

INTELLECTUAL PROPERTY 

 

Ownership and Use of Materials

Client acknowledges that all content and materials used and distributed in providing the Services, including any content, videos or resources on goMedic Knowledge Hub’s website, social media platforms and member portal (“Materials”) belongs exclusively to goMedic Knowledge Hub, who is the sole copyright owner of the Materials, unless stated otherwise. By receiving any unique and original materials from goMedic Knowledge Hub as part of the Services, goMedic Knowledge Hub will grant a limited non-exclusive royalty-free license to Client for their use only and as directed by goMedic Knowledge Hub. Client is strictly prohibited from reproducing any part of the written, video, and audio digital materials or sharing them with others without goMedic Knowledge Hub’s explicit permission to do so. Client may not assign or transfer their obligations or rights granted under this section to any person at any time. goMedic Knowledge Hub reserves the right at any time to revoke the license and terminate Client’s access to the Program at any time if goMedic Knowledge Hub, in our sole discretion, discover or determine that Client has violated these terms. All of goMedic Knowledge Hub intellectual property, including copyrighted materials and trademarks, will remain the sole property of goMedic Knowledge Hub.

 

Recordings

Client will not capture any of the Program sessions in any way, including but not limited to video recording, photography, voice recording or screen shots. Any recordings provided by goMedic Knowledge Hub will be for Client’s own use only and Client agrees they will not duplicate or share the recordings with any other person. 

 

 RELEASE, INDEMNITY AND WAIVER

 

PLEASE READ CAREFULLY. It is important Client fully understands that there are risks associated with the Services, and ask questions as needed. Client acknowledges and understands that they are waiving certain legal rights by signing this Agreement.

 

Voluntary Assumption of Risks
 Client acknowledges there are certain inherent risks associated with goMedic Knowledge Hub providing the Services, including, but not limited to financial, physical, emotional, spiritual loss and damages and Client voluntarily assumes such risks by purchasing the Program. Client expressly acknowledges that the dangers and risks associated with the Services and Program listed here are not complete. Should Client have any concerns or doubts about ability to participate or receive goMedic Knowledge Hub’s Services, Client will contact goMedic Knowledge Hub immediately to inform them of any concerns. Client confirms they have full capacity and are the age of majority in their jurisdiction of residence to enter into this Agreement.

Release, Waiver, and Indemnity

Client releases, indemnifies and saves harmless goMedic Knowledge Hub, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising from the Services, including financial damages or personal injuries, however caused, including negligence, during Client’s engagement of goMedic Knowledge Hub for the Services. Client further agrees to forfeit all forms of legal recourse which may be available to Client, including but not limited to any form of damages, costs, losses or expenses as a result of the Services. Client acknowledges this release of liability is binding on Client’s heirs, executors and anyone else who may be able to bring a legal action on Client’s behalf in the future. This clause survives the expiration or early termination of this Agreement.

 

Limitation of Liability

In the event goMedic Knowledge Hub is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to goMedic Knowledge Hub. 

 

No Warranty
 Client acknowledges goMedic Knowledge Hub makes no warranty or guarantees that the Services will lead to any specific Client goal, financial success or particular results and goMedic Knowledge Hub makes no promise that each Client will experience the same or similar results. Client acknowledges that the Services provided are provided without any express or implied warranties of any kind.

 

General Disclaimer

The Services and Program provided by goMedic Knowledge Hub are strictly for informational and educational purposes only. Client acknowledges and agrees that goMedic Knowledge Hub is not providing specific advice to Client with respect to their legal, financial, accounting, health or other advice as part of the Services. Further, goMedic Knowledge Hub does not have any responsibility to update or revise any information presented as part of the Services or to ensure it is accurate. If Client desires professional services that exceed the scope of the Services, goMedic Knowledge Hub strongly encourages Client to seek specific legal, business, accounting or health advice from certified and/or licensed professionals. No specific client-professional relationship is formed as part of the Services. In the event Client wishes to hire goMedic Knowledge Hub for additional professional services, Client must contact goMedic Knowledge Hub to inquire about entering into a separate agreement with goMedic Knowledge Hub, and Client understands that no specific advice or relationship is formed until goMedic Knowledge Hub is retained in their professional capacity. 

 

No Earnings Guarantee
 
Client acknowledges goMedic Knowledge Hub makes no warranty or guarantee that Services will lead to any specific earnings, business growth, employment opportunities or financial results or that Client will experience the same or similar results as others who use the Services.

 

Medical Disclaimer
 Client acknowledges that goMedic Knowledge Hub is providing educational Services as part of the Program, however the Parties are not entering into a patient-healthcare-provider or medical director relationship. goMedic Knowledge Hub is not acting in the capacity of a regulated healthcare provider. Client specifically acknowledges that goMedic Knowledge Hub is not diagnosing or treating any illness or disease or prescribing any medications. Client confirms they are in good physical and mental health, sufficient to participate in the Services, and has consulted with their physician or other health care provider prior to participating in the Services.

Media Release

Client grants to goMedic Knowledge Hub an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, audio recordings, testimonial or social media posts, whether captured by Client, goMedic Knowledge Hub or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation.  

 

 GENERAL

 

Relationship of Parties
 
Nothing in this Agreement will be understood to create an employment, joint venture or partnership relationship between goMedic Knowledge Hub and Client. 

Third-Party Authorization
 goMedic Knowledge Hub is permitted to hire, in their sole discretion, assistants, employees or third-party contractors to assist in delivering the Services.

Good Faith
 
Each Party agrees it has acted in good faith and will continue to do so during the Term of this Agreement. This extends to good faith during any dispute resolution process. 

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Huntsville, Ontario. 

 

Dispute Resolution

In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available. 

 

Force Majeure

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services rendered will remain due and payable with such amount to be determined by goMedic Knowledge Hub.

 

Notice

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.

 

No Assignment

This Agreement may not be assigned by Client to any other party. 

 

Severability

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

 

Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date. 

 

Amendments

The Parties may only amend this Agreement by mutual written agreement.

 

Survival

Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and will continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.

 

Full Agreement

This Agreement constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

Applicable for Paramedic Service administrators purchasing courses for their staff:

Services

Consultant will provide Client with the following services and deliverables (collectively, “Services”):

 

Additional Services

In addition to the Services set out above, Client may request the following additional services if needed from time-to-time, and at the sole discretion of Consultant (“Additional Services”):

 

Extension of Term 

Following completion of the Term, this Agreement may be extended by the Parties on mutual written agreement on the same terms and conditions set out in this Agreement or as may otherwise be agreed on by the Parties in writing. If the Term is extended, terms including but not limited to, Fees, Services and timelines are also subject to change and be approved by the Parties in writing.

 

CLIENT EXPECTATIONS

 

Communication Requirement

During the Term, Client agrees to maintain communication and provide all information and feedback needed for Consultant to carry out their obligations under this Agreement. Parties agree to inform the other using reasonable efforts should a delay occur, or be expected to occur. If Client does not maintain communication or provide Consultant with information as requested and required from time to time, Consultant may, in their discretion, delay or cancel the delivery of Services.

 

Client Behaviour

It is expected that Client will be respectful and cooperative towards Consultant and to fellow participants, both during the consulting sessions, as well as in any online, public or private forums included as part of the Services. Client also agrees not to make any false, disparaging or derogatory comments or statements in public or private regarding Consultant, the Services or any related parties. If at any time Consultant determines that Client is not acting in accordance with these expectations, Consultant may terminate this Agreement without refund and any payments owing towards the Fee will immediately become due. 

 

 

PAYMENT

 

Fees

In exchange for the Services, the fee is indicated in the quoted amount, plus all applicable sales taxes (“Fee”). The Fee is payable in CDN dollars. Course and package prices are subject to change and are updated at minimum on an annual basis.

 

Fees for Additional Services

Consultant’s rate is variable based on the project. Any requests outside of the scope of Services set out in this Agreement will be considered ‘Additional Services’.  Additional Services requested by Client will be charged to Client at the hourly rate set out above, or as may otherwise agreed upon by the Parties in writing.

 

Expenses

The Fee does not include any out-of-pocket expenses incurred by Consultant, such as travel/mileage or any Additional Services that are requested by Client. Consultant will obtain approval from Client before incurring any expenses not included as part of the Services. Any expenses incurred by Consultant will be billed to Client and Client agrees to reimburse Consultant upon receipt of the invoice.  

 

Payment Schedule 

The total Fee for Services is due and payable upon receipt of invoice and prior to students commencing the training program(s).

 

For customized projects/quotes, upon completion and final delivery of Services, Consultant will send an invoice to Client for the remainder of the Fee owing less the Deposit. Any Additional Services will be added to the final invoice. Payment is due within 5 business days of receiving the final invoice.

 

Payment Method
 
Consultant accepts payment either credit card, EFT or eTransfer ([email protected]) for transactions less than $6200. Consultant accepts payment either EFT or eTransfer ([email protected]) for transactions greater than $6200. Please note that there may be processing fees charged for using certain payment methods. 

No Chargebacks
 
Client acknowledges and agrees that the terms of this Agreement and Consultant’s termination and refund policies supersede the terms of use and refund policies of any third-party payment processor used by Consultant. Client will be responsible for any fees, including legal fees, incurred by Consultant as a result of recouping payments owing under this Agreement. 

Late Payments
 
If any payment is not received on the payment due date, Consultant may stop work on all Services until any outstanding payment is received in full. Client will be charged a late fee of 2% compounding monthly, equaling 24% annually, on all outstanding invoices starting from the payment due date. 

 

RESCHEDULING, CANCELLATION AND REFUNDS

 

Rescheduling

In the event that either Party wishes to reschedule any Services or terms of this Agreement, the Parties must mutually agree to such revised terms and conditions in writing.

 

Cancellation 

In the event either Party wishes to cancel this Agreement, the Party who wishes to cancel will provide 30 written notice to the other Party stating the last day Services are to be provided (“Cancellation Date”).

 

Cancellation by Client 

In the event Client delivers notice of cancellation, Consultant will deliver a final invoice for all Services completed up to and including the Cancellation Date, and Client will pay the final invoice in accordance with the Payment Terms. The deposit is non-refundable. 

 

Cancellation by Consultant

In the event Consultant delivers notice of cancellation, Consultant will deliver a final invoice for all Services completed up to and including the Cancellation Date, as well as any outstanding payment owing for Additional Services and/or Expenses, less the Deposit, and Client will pay the final invoice in accordance with the Payment terms. 

 

Refunds

If Client cancels this Agreement for any reason whatsoever, Client is not entitled to any refund of any amounts previously paid to Consultant, including the Deposit. Consultant may provide a refund in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by Consultant on a case by case basis. 

 

Termination of Agreement

This Agreement will end when Client has paid the Fee in full to Consultant and Consultant has performed the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.

 

CONFIDENTIALITY AND PRIVACY

 

Confidentiality and Non-Disclosure

The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, health history, business records, financial data, marketing strategies, advertising campaigns, inventions, client lists, personal data, software, operation manuals, social media account metrics, passwords, intellectual property, trade secrets, eBooks, course content, videos, student grades and the contents of this Agreement (“Confidential Information”). Client and Consultant each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other, and will remain bound by their duty of confidentiality to the other.

 

Privacy Policy
 Consultant may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information, health data
, student demographic data or other personal information (“Personal Information”). By providing any Personal Information to Consultant, Client consents and grants Consultant permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as but not limited to, Zoom, Loom, Thinkific, and third-party payment providers to be used by Consultant in order to deliver the Services. Client confirms Consultant is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.

INTELLECTUAL PROPERTY

 

Ownership and Use of Materials

Client acknowledges that all content and materials used and distributed in providing the Services, including any content or resources on Consultant’s website and social media platforms belongs exclusively to Consultant, the sole copyright owner of the original materials, unless stated otherwise. By receiving any unique and original materials from Consultant as part of the Services, Consultant will grant a limited non-exclusive royalty-free license to Client for their use only and as directed by Consultant. Client is strictly prohibited from reproducing any part of the written, video, audio and digital materials or sharing them with others without Consultants explicit permission to do so. All of Consultant's intellectual property, including copyrighted materials and trademarks, will remain the sole property of Consultant.

 

Recordings 

Client will not capture any of the consulting sessions in any way, including but not limited to video recording, photography, voice recording or screen shots. Any recordings provided by Consultant will be for Client’s own use only and Client agrees they will not duplicate or share the recordings with any other person. 

 

 

 RELEASE, INDEMNITY AND WAIVER

 

PLEASE READ CAREFULLY. It is important Client fully understands that there are risks associated with the Services, and ask questions as needed. Client acknowledges and understands that they are waiving certain legal rights by signing this Agreement.

 

Voluntary Assumption of Risks
 Client acknowledges there are certain risks associated with Consultant providing the Services, including, but not limited to, financial, physical, emotional, spiritual loss and damages, and Client voluntarily assumes such risks. Should Client have any concerns or doubts about ability to participate or receive Consultant’s Services, Client will contact Consultant immediately to inform them of any concerns. 
Client confirms they have full capacity and are the age of majority in their jurisdiction of residence to enter into this Agreement.

 

Professional Disclaimer

Client understands and agrees that in using the Services, Consultant is not providing legal, tax, medical or accounting advice, unless Parties have expressly entered into a professional relationship. Consultant strongly encourages Client to seek specific legal, tax, medical and accounting related inquiries to appropriately qualified professionals.

 

Medical Disclaimer
 Client acknowledges that Consultant is providing consulting Services, however the Parties are not entering into a patient-healthcare-provider relationship or medical-director relationship. Consultant is not acting in the capacity of a regulated healthcare provider. Client specifically acknowledges that Consultant is not diagnosing or treating any illness or disease, prescribing any medications or providing delegation on medical procedures or skills. The information provided in online, in-person and pre-packaged courses are for information only. The Client agrees to obtain authorized medical delegation prior to performing medical procedures. 

No Warranty
 Client acknowledges Consultant makes no warranty that the Services will lead to any specific Client goal, financial success or particular results and Consultant makes no promise that each Client will experience the same or similar results. Client acknowledges that the Services provided are provided without any express or implied warranties of any kind. 

 

No Earnings Guarantee
 
Client acknowledges Consultant makes no warranty or guarantee that Services will lead to any specific earnings, business growth or financial results or that Client will experience the same or similar results as others who use the Services.

 

Consultant Warranty
 
Consultant warrants to Client that to the best of their knowledge, the Services, deliverables, and any information and/or materials provided under this Agreement do not and will not infringe on any third-party copyright or intellectual property rights. 

 

Client Warranty

Client warrants to Consultant that any information or material provided to Consultant is not protected by any third-party copyright or any third-party intellectual property rights and that Consultant can use all information provided by Client lawfully.

 

Release, Waiver, and Indemnity

Client releases, indemnifies and saves harmless Consultant, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns (collectively, “Released Parties”) from any and all liability and damages arising from the Services, including financial damages or personal injuries, however caused, including negligence, during Client’s engagement of Consultant for the Services. Client further agrees to forfeit all forms of legal recourse which may be available to Client, including but not limited to any form of damages, costs, losses or expenses as a result of the Services. Client acknowledges this release of liability is binding on Client’s heirs, executors and anyone else who may be able to bring a legal action on Client’s behalf in the future. This clause survives the expiration or early termination of this Agreement.

 

Limitation of Liability

In the event Consultant is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to Consultant. 

 

Media Release 

Client grants to Consultant an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, testimonials, audio recordings or social media posts, whether captured by Client, Consultant or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation. 

 

Testimonials

Consultant wants to help improve Client’s educational goals. If you have enjoyed the ServicesConsultant would greatly appreciate an honest written testimonial about your experience working together. Upon request, please provide Consultant a written testimonial, photo (if applicable), and any other information that may be required, and in doing so Client permits Consultant to use and share the materials provided in print or online and for any promotional and/or marketing purposes. If there are personal details Client wishes to exclude from the testimonial, such as full name, please notify Consultant. Client agrees that Consultant may display the Client logo/service crest on the website and/or print material.

 

 

 

 

 

 GENERAL

 

Relationship of Parties
 
Nothing in this Agreement will be understood to create an employment, joint venture or partnership relationship between Consultant and Client. 

Third-Party Authorization
 Consultant is permitted to hire, in their sole discretion, assistants, employees or third-party contractors to assist in delivering the Services.

Good Faith

Each Party agrees it has acted in good faith and will continue to do so during the Term of this Agreement. This extends to good faith during any dispute resolution process. 

 

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Huntsville, Ontario. 

 

Dispute Resolution

In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available. 

 

Force Majeure

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services rendered will remain due and payable with such amount to be determined by Consultant.

 

Notice

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.

 

 

 

Assignment

This Agreement may not be assigned to any other party except with the express written consent of the other Party.

 

 

Severability

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

 

Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date. 

 

Full Agreement

This Agreement constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

 

Amendments

The Parties may only amend this Agreement by mutual written agreement.

 

Survival

Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.


Electronic Confirmation of Acceptance

By electronically confirming acknowledgment and acceptance of this Agreement, Client confirms they accept the terms and conditions set out above and that this will constitute a signed and legally binding Agreement.