STO POSTING Terms & Conditions
Please read all the terms and conditions of these terms and conditions of services (“Agreement”) carefully.
This Agreement governs the relationship between Company and you as the Post User using the Services (the “Post User“, “You”). By creating an account, clicking “I agree”, signing a copy of this Agreement, or otherwise entering into a business relationship with The Academy of Nail Design doing business as Salontrainingonline.com (“Company”, “STO”), you acknowledge that you have read, understood and agree to be bound by the terms and conditions of this Agreement. It is important to read this entire Agreement. IN PARTICULAR, IT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS, SUCH AS SECTION 10 INDEMNIFICATION AND INFRINGEMENT AND SECTION 11 DISCLAIMER AND LIMITATION OF LIABILITY. This Agreement applies to all current and future arrangements between you and Company.
If the Post User does not agree to any of the terms of this Agreement, the Post User must discontinue his, her or its use of the Hosted Service provided by Company.
THEREFORE, Company and Post User agree as follows:
FEES, PAYMENT AND ADDITIONAL SERVICES
(a) Post User shall pay to Company:
(i) the STO Monthly Post Subscription Fee as set out on the Company web site (www.salontrainingonline.com) from time to time (the “STO POST Subscription Fee”).
(b) All Fees are net of any sales, use, excise, value added and similar taxes imposed by any governmental authority regardless of how denominated; and any international shipping charges, broker’s fees, consular fees and customs duties, which shall be the responsibility of Post User. Post User shall pay all such taxes or charges or provide Company with a tax or levy exemption certificate acceptable to the taxing or levying authority. In the event that Company is required to pay any taxes or other charges for which Post User is responsible hereunder, Post User shall promptly pay the same to Company upon receipt of Company’s invoice therefore. If, pursuant to local law, Post User is required to withhold any taxes, duties or other amounts from amounts payable to Company, then: (i) Post User will promptly notify Company; (ii) the amount payable to Company will be automatically increased to the full extent required to offset such tax, duty or other amount so that the amount remitted to Company, net of all taxes, duties and other like amounts, equals the amount payable to Company pursuant to this Agreement or pursuant to an invoice from Company, as applicable.
TERM AND TERMINATION
Term and Renewal. This Agreement commences on the Effective Date and continues for a period of one month from that date (the “Initial Term”) and shall automatically renew at the end of the Initial Term for successive one (1) month periods (each, a “Renewal Term”).
Termination for Convenience. Either party may terminate this Agreement at any time, without cause, Post User by ‘unsubscribing’ to their PayPal Subscription recurring payment.
Termination for Breach. Either party may terminate this Agreement by written notice to the other party if the other party materially breaches this Agreement and the breach, to the extent it is capable of being cured, remains uncured for a period of thirty (30) days after written notice of breach from the non-breaching party; provided, however, that in the case of a second or subsequent occurrence of a previously cured breach, such notice and cure period shall be only ten (10) days. The foregoing cure period shall not apply to breaches relating to the license grants, confidentiality provisions or any outstanding amounts that are more than thirty (30) days past due.
Immediate Termination. Either party may terminate this Agreement effective immediately (without providing a right to cure or refund of any portion of fees) upon notice to the other party if the other party institutes or if any proceeding is commenced against or affecting the other party: (a seeking to adjudicate it as bankrupt or insolvent; (b) seeking liquidation, dissolution, winding up, arrangement, protection, relief or composition of it or any of its property, assets or debt; (c) making a proposal with respect to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws; or (d) seeking to appoint a receiver, trustee, agent, custodian or other similar official for it or for part of its assets or property.
Termination of Post Listing. Post User acknowledges and agrees that Company reserves the right to suspend or terminate, with or without notice to Post User, the Post Listing of any Post User that is, or Company reasonably believes is, in material violation of any terms of this Agreement or any other agreement between Company and such Post User.
Refund of Fees. The Post User may request a refund of STO Monthly Post Subscription Fees paid to the Company within 7 days of Initial enrollment into subscription if written notice for Request for Termination is sent by the Post User to the Company. The Company will not provide a refund of any amounts paid by Post User under this Agreement after 7 days of initial enrollment into the STO Monthly Post Subscription Fees or any monthly subscription renewal period thereafter.
Effect of Termination. Upon the termination or expiration of this Agreement:
(a) Post User shall cease its use of the Brand Features and, if applicable, Copyrighted Materials and shall immediately cease to promote and market its use of the Hosted Service and any holding out of itself as being associated with Company;
(b) Post Users’ rights to use the Services shall be terminated and Post User shall immediately cease use of the Hosted Service;
(c) each of the Parties shall deliver or destroy all Confidential Information of the other party which is in its possession, care or control;
(d) each of the Parties shall return all materials or property of the other party which is in its possession;
(e) all Post User Data shall be promptly irretrievably deleted from Hosted Service the System by Company; and
(f) any terms and conditions of this Agreement, which by their nature extend beyond the termination or expiry of this Agreement, shall survive the termination or expiry of this Agreement, including
Maintenance. Company reserves the right to perform maintenance on the Hosted Service and/or System at any time as reasonably required by Company in order to maintain the operation or security of the Hosted Service and/or the System. Post User acknowledges that maintenance contemplated by this Section may result in a decrease in the performance of the Hosted Service during such times and the Post User may not being able to access the Hosted Service during such times.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, POST USER ACKNOWLEDGES AND AGREES THAT COMPANY CANNOT AND WILL NOT BE LIABLE TO POST USER, ANY USER OR ANY OTHER PERSON FOR THE ACTS OR OMISSIONS OF ANY HOSTED SERVICE PROVIDER, INCLUDING, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES RESULTING THEREFROM, EVEN IF SUCH DAMAGES WERE FORESEEABLE.
USE OF COMPANY LOGOS AND TRADEMARKS
Use of Brand Features.
(a) Subject to the terms of this Agreement, Company hereby grants to Post User the non-exclusive, non-transferable right in the Territory solely: (i) to use the Brand Features during the Term for the marketing and promotion of Post User’s use of the Hosted Service as part of its programs and course offerings or tools and Post User’s participation in ‘Salontrainingonline.com’ (or such supplemental or replacement branding as may be in effect from time to time); (ii) to distribute and publicly display the Copyrighted Materials in connection with the promotion and advertisement and of its operations or Post User’s participation in the ‘Salontrainingonline.com’ (or such supplemental or replacement branding as may be in effect from time to time); and (iii) such other limited purposes as may be expressly agreed to by Company in writing from time to time. Except as may be expressly provided for in this Agreement, Post User shall not sub-license, transfer or otherwise deal with the rights of use of the Brand Features or Copyrighted Materials granted under this Agreement. Upon termination of this Agreement or as otherwise provided in this Agreement, Post User shall cease using all Brand Features and Copyrighted Materials.
(b) Post User will use and display the Brand Features only in the form and manner that is in compliance with this Agreement, Company’s quality control and usage guidelines as may be communicated to Post User from time to time, including the Company’s Marketing Guidelines. Post User accepts that its usage of the Brand Features and Copyrighted Materials are at all times under the control of Company and Post User shall co-operate with Company in facilitating the exercise of such control by Company.
(c) In the event that Post User uses or refers to the Brand Features or Copyrighted Materials in advertising, promoting or in any other manner so as to identify any of the Services, Post User shall clearly indicate Company’s ownership of the Brand Features or Copyrighted Materials, as applicable.
(d) If, in sole opinion of Company, any advertising or promotional material, or any marketing, promotional or sales practice of Post User, is misleading or deceptive to the public, is of a quality, format, character or nature that is detrimental or otherwise injurious to Company, or which Company in its sole discretion otherwise objects to, Post User will, upon notice to it from Company, immediately stop using that advertising and promotional material immediately or otherwise cease such conduct. Notwithstanding the foregoing, Company reserves the right to audit and inspect samples of labeling and marketing or other materials bearing the Brand Features or Copyrighted Materials, from time to time, to ensure the character and quality of same, and to otherwise confirm Post User’s compliance with this Section. The foregoing audit right shall survive the termination of this Agreement Reservation of Rights and Restrictions.
(a) Except for the rights expressly granted in Section 7.1(a), no other right, title, license or interest in or to the Brand Features and/or any other property of Company is hereby granted to the Post User.
(b) Post User agrees that it shall not do, nor cause to be done, during the Term and thereafter, any acts or things contesting or in any way impairing or tending to impair or infringe any portion of Company’s right, title and interest therein. Post User shall not in any manner represent that it possesses any ownership interest in the Brand Features, Copyrighted Materials or any registration thereof, nor shall any action taken by Post User or on Post User’s behalf create in Post User’s favor any right, title or interest in and to the Brand Features or Copyrighted Materials. Post User acknowledges and agrees that all use of the Brand Features and Copyrighted Materials shall enure to the benefit of Company or its licensors (as the case may be). Post User recognizes Company’s exclusive right to seek copyright protection for and/or the registration of copyright of any Copyrighted Materials, including translation of any and all promotional or descriptive material furnished to Post User by Company.
(c) Post User shall not alter or remove any Brand Features, any reference to Company, or any other name displayed in connection with the Brand Features or the Copyrighted Materials. Post User shall not use the Brand Features or Copyrighted Materials in connection with any products or services.
(d) Post User shall not during or after the Term, directly or indirectly, contest, oppose, or challenge nor assist any third party in doing anything by any act or omission that might adversely affect the validity, integrity, or Company’s ownership of the Brand Features. Without limiting the generality of the foregoing, Post User agrees that it will not assert any claim of ownership to the Brand Features, or to the reputation or goodwill therein, by virtue of Post User’s use of the Brand Features or otherwise, and agrees that it shall not during or subsequent to the Term of this Agreement attempt to register the Brand Features, or any trade mark, service mark, trade name, or domain name confusingly similar thereto, alone or in combination with any other written or figurative element, in any jurisdiction. During the Term and thereafter, Post User shall not modify or create any derivative works based on the Brand Features or Copyrighted Materials, or otherwise infringe the rights of Company in the Brand Features or Copyrighted Materials. The foregoing obligation shall survive the termination of this Agreement.
WEBSITE CREDITS AND LINKS
Use of Post User’s Name and Logo. Post User agrees that Company may use Post User’s name or logo in marketing materials and website, including in the “Our Partners” section of marketing materials and on Company’s website, or in presentations or other marketing materials or, at times mutually agreeable to the Parties, as part of Company’s marketing efforts (including reference calls and stories, press testimonials, etc.). Post User grants to Company the non-exclusive, fee-free, royalty-free, fully-paid, worldwide right to use Post User’s trademarks, trade names, logos or service marks, whether registered or unregistered, in connection with the foregoing.
Prohibited Content. Prohibited Content includes, any Content that, in the sole discretion of Company: (a) includes a photograph of a third party that is submitted, posted or transferred to the Service without that third party’s consent; (b) includes any advertisements for any commercial or non-commercial activates; (c) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any third party; (d) is bullying, harassing, abusive, threatening, harmful, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination; (e) advocates harassment of another Person; (f) constitutes obscenity, contains nudity, excessive violence, or offensive subject matter or links to an adult website; (g) violates any law, regulation, or contractual obligations; (h) is tortious, trade libelous, defamatory, false, intentionally misleading, or that impersonates any other Person, including Company or its personnel, or that otherwise misrepresents Educator’s affiliation with any Person; (i) solicits or is designed to solicit personal information from anyone under age 18; (j) solicits or is designed to solicit an inappropriate or unlawful relationship with a third party; (k) constitutes or promotes an illegal or unauthorized copy of another Person’s copyrighted work; (l) publicly posts information that poses or creates a privacy or security risk to any Person; (m) gives rise to civil liability or from otherwise violating the rights or assisting others to violate the rights of Company or any third party; (n) constitutes or promotes information that the Educator or Student User knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; or (p) furthers, promotes, encourages, provides instructions for or depicts any illegal or criminal activity or enterprise., or violates the rights of any party, or that would otherwise create liability or violate any local, provincial, federal or international law.
INDEMNIFICATION AND INFRINGEMENT
Indemnification by Post User. Post User shall indemnify, defend (at Company’s election) and hold Company harmless from and against any third party claims, liabilities, costs and expenses, including reasonable outside legal expenses arising from or relating to: (a) Post user Data; (b) any infringement or misappropriation of any IP Rights or privacy rights by Post User or Student Users; (c) any violation of applicable law by Post User or Student Users; (d) Post User’s use of the Services in violation of this Agreement; (e) any negligence, wilful misconduct, fraud or other breach of this Agreement by Post User, its personnel or any Student User; or (vi) any dispute, disagreement, demand or claim of, by or with a Student User.
Infringement Claims. Should the Hosted Service become, or if Company or the then current Hosted Service Provider reasonably believes that the Hosted Service may likely become, subject to a claim by a third party alleging that the Hosted Service or the use of the Hosted Service infringes, misappropriates or violates the rights, including the IP Rights, of such third party (an “Infringement Claim”), then Company may, at its sole option and expense: (i) procure the right for Post User to continue using the Hosted Service; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an Infringement Claim; (iii) modify the affected Hosted Service so that the same is no longer infringing; or (iv) terminate this Agreement and refund to Post User the unused portion of any fees paid in advance by Post User for use of the Services, based on the number of full months, if any, remaining in duration of this Agreement. Company’s liability to Post User in the event of infringement or claimed infringement shall be strictly limited to the obligations set forth in this Section.
DISCLAIMER AND LIMITATION OF LIABILITY
Disclaimer of Warranties. SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, REGARDING OR RELATING TO THIS AGREEMENT, INCLUDING THE HOSTED SERVICE, THE DOCUMENTATION, THE SERVICES, WORK PRODUCTS, DELIVERABLES OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO POST USER UNDER THIS AGREEMENT. COMPANY DOES NOT WARRANT THAT THE HOSTED SERVICE WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE HOSTED SERVICE REMAINS WITH POST USER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT WARRANT THE ACCURACY OR SECURITY OF ANY POST USER DATA. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY GOVERNED BY THE TERMS OF THE OWNER OF THE THIRD-PARTY MATERIALS OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. COMPANY PROVIDES AND FACILITATES THE COMPANY WEBSITE, BUT IS NOT RESPONSIBLE FOR ANYTHING PLACED ON THE WEBSITE BY POST USER OR A THIRD PARTY. COMPANY DOES NOT GUARANTEE THE ACCURACY OF ANY INFORMATION SUBMITTED BY ANY POST USER TO THE COMPANY WEBSITE, INCLUDING ANY IDENTIFYING INFORMATION ABOUT ANY POST USER. ANY THIRD PARTY SITES THAT ARE LINKED TO THE COMPANY WEBSITE ARE NOT UNDER COMPANY’S CONTROL. COMPANY IS NOT RESPONSIBLE FOR ANYTHING ON THE LINKED SITES, INCLUDING WITHOUT LIMITATION, ANY CONTENT, LINKS TO OTHER SITES, ANY CHANGES TO THOSE SITES, OR ANY POLICIES THOSE SITES MAY HAVE. COMPANY HAS NO RESPONSIBILITY FOR ANY ISSUES THAT ARISE BETWEEN POST USER AND SUCH THIRD PARTY. COMPANY PROVIDES LINKS AS A CONVENIENCE ONLY AND SUCH LINKS DO NOT IMPLY ANY ENDORSEMENT BY COMPANY OF THOSE SITES OR THEIR OWNERS.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO POST USER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON POST USER’S CLAIMS (INCLUDING CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OR IMPAIRMENT OF OTHER ASSETS) ARISING FROM THIS AGREEMENT, THE SERVICES (INCLUDING THE HOSTED SERVICE), THE DOCUMENTATION, WORK PRODUCTS, DELIVERABLES OR ANY OTHER MATERIALS OR SERVICES FURNISHED OR PROVIDED TO POST USER UNDER THIS AGREEMENT, PUBLIC DATA OR OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL COMPANY’S CUMULATIVE OR AGGREGATE LIABILITY TO POST USER FOR DAMAGES OF ANY KIND OR NATURE HEREUNDER EXCEED AN AMOUNT EQUAL TO TWENTY-FIVE PERCENT (25%) OF THE COMPANY MONTHLY POST SUBSCRIPTION FEE PAID BY THE POST USER FOR THE SERVICES DURING THE 1 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FEES AND LIMITATIONS OF LIABILITY AND REMEDIES UNDER THIS AGREEMENT REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THIS SECTION 11 IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Disclosure of Confidential Information. In connection with this Agreement one party (“Disclosing Party“) may disclose or make available Confidential Information to the other party (“Receiving Party“). In this Agreement, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Notwithstanding anything in this Agreement, Company’s Confidential Information is deemed to include the terms of this Agreement, including all pricing and fees information, and the Hosted Service.
Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ non-compliance with, the terms of this Section 12.
Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under the Section; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose.
Entire Agreement. This Agreement and any other documents incorporated herein by reference, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings, representations and agreements, written or oral, regarding such subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.
Force Majeure. If there is a default or delay in a party’s performance of its obligations under this Agreement (except for the obligation to make any payments under this Agreement), and the default or delay is caused by circumstances beyond the reasonable control of that party, including fire, flood, earthquake, elements of nature, acts of God, epidemic, pandemic, explosion, power failure, cable cut, war, terrorism, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing, boycotts, denial of service attacks, virus or hacking, then that party shall not be liable for that default or delay, and shall be excused from further performance of the affected obligations on a day by day basis, if that party uses commercially reasonable efforts to expeditiously remove the causes of such default or delay in its performance, provided that any payments shall not be delayed by more than ten (10) days from the day the Force Majeure event occurred.
Amendment. Company may amend this Agreement from time to time, such changes being effective after Company posts the revised version to its website. The Post User’s continued use of the Services and the Company website after Company posts any changes to this Agreement is the Post User’s consent to any such changes. If the Post User does not agree to any and all of the terms of this Agreement, he, she or it must discontinue using the Services and/or Company website immediately.
Waiver. A waiver of any provision in this Agreement by either party of its rights hereunder shall not be binding unless contained in a written notice signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the Parties shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.
Further Assurances. Each party shall promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement that the other party may reasonably require for the purposes of giving effect to this Agreement.
Notices. All general notices, requests and other communications hereunder shall be in writing and shall be deemed delivered at the time of receipt if delivered or communicated by electronic transmission, or, if mailed, five (5) days after mailing by first class mail with postage prepaid. All formal notices, consents, authorizations, waivers or demands hereunder relating to (i) extension, expiration or termination of the term, (ii) breach, (iii) claims for indemnity, or (iv) matters of similar import shall be in writing and shall be deemed duly delivered and received at the time of receipt if delivered by a nationally-recognized overnight courier service providing proof of delivery, or three (3) business days after mailing by certified mail, postage prepaid with return receipt requested. Notices shall be addressed to the following addresses, or to such other address as either party shall designate in writing to the other from time to time:
To Company at: The Academy of Nail Design /Salontrainingonline.com
1051 2nd Avenue East
Owen Sound, Ontario N4K 2H8
Attn.: Jennifer Ponzi
To Post User: at the email and mailing address used to register with the Company
Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it unenforceable, or shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect.
Dispute Resolution. If a dispute arises under this Agreement, one party may give written notice to the other party of such dispute and all disputes arising under this Agreement shall be settled, if possible, by good faith negotiation of the Parties. If such negotiations fail to resolve any dispute within sixty (60) days after a party has given written notice of the dispute to the other party, then any party may commence legal action against the other.
Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, Canada and each of the Company and the Educator irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario, located in the City of Toronto, Ontario, without regard to conflicts of laws principles. The Company and the Post User agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Injunctive Relief. Notwithstanding, nothing in this Agreement shall prevent either party from applying to a court of competent jurisdiction for injunctive or other equitable relief in the case of an infringement of IP Rights or the breach of an obligation of confidentiality or to preserve or protect real or tangible property from continuing damage or risk of same.
Limitation Period. No action, regardless of form, arising from this Agreement or any Services provided or to be provided hereunder may be brought by either party more than one year after the cause of action has accrued, except that an action for non-payment may be brought at any time.
Assignment. Post User shall not assign this Agreement without the prior written consent of Company. Company may assign this Agreement with or without notice to Post User. This Agreement shall be binding upon and enure to the benefit of the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Last Revised: October 31st, 2018