The Ashley Avis Client Service Agreement
The Company is engaged in the business of Online Marketing and Sales Coaching (the “Business”) located in Ontario, Canada.
Client desires to engage the services of Company, and Company desires to provide such services, according to the terms and conditions of this Agreement.
In consideration of the terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Client agree as follows:
1. Client Services. Commencing when the purchase is made (the “Commencement Date”) and during the remainder of the term of this Agreement (as set forth in Section 3), Company shall provide Client with the online program. There is no 1-1 coaching aspect of this course, it is self-directed.
2. Compensation. In exchange for access to this online course rendered by Company under this Agreement, Client shall pay Company a fee in the amount of $1150.00 CAD (the “Fee”) starting on the Commencement Date.Because of the digital nature of our product, we do not offer any refunds. No exceptions.
3. Termination. The initial term of this Agreement shall commence on the Commencement Date and continue for the life of this program unless earlier terminated in accordance with this Agreement. This Agreement may be terminated at any time by mutual written agreement of the parties, but early termination shall not relieve Client of its obligation to pay any sums due or otherwise to be due under this Agreement for the period prior to the termination or expiration.
4. Independent Contractor. Company’s relationship with Client shall be that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. The parties acknowledge and agree that Company is expressly permitted to use its own employees and/or retain independent agents or contractors to render the services to be provided hereunder.
5. Representations and Warranties of the Parties. Each party makes the following representations and warranties to and for the benefit of the other party, which representations and warranties shall be true and correct as of the date of this Agreement and shall remain true and correct throughout the term of this Agreement:
(a) The party has full and adequate power to fully, faithfully, and lawfully perform its obligations under this Agreement;
(b) The party’s execution, delivery, and performance of this Agreement, and the party’s performance of its obligations under this Agreement, have been duly and validly authorized by all necessary action on its part;
(c) This Agreement shall constitute the party’s valid, legal, and binding obligation and shall be enforceable against the party in accordance with its terms; and
(d) The execution, delivery, and performance of this Agreement shall not result in a violation or breach of any contract, agreement, instrument, understanding, order, judgment, decree, rule, regulation, law, or any other restriction to which the party or its assets are subject or otherwise bound.
6. Compliance with Law. At all times during the term of this Agreement, each party shall comply with all applicable federal, provincial, and local laws, regulations, treaties, and ordinances while performing its duties under this Agreement.
7. Limitation of Liability. To the maximum extent permitted by applicable law, Company shall not be responsible for nor liable to Client for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits arising out of or relating in any way to the Agreement. The foregoing limitations apply irrespective of whether a claim is brought under contract, tort, warranty, or other theory. Since applicable law may not allow the limitation of liability set forth above, this limitation of liability may not apply to you, and you may have rights in addition to those contained herein. In such jurisdictions, Company’s liability is limited to the maximum extent allowed by law.
8. Indemnification. Client shall indemnify, defend, and hold the Company and its members, employees, agents, and other representatives harmless from and against all claims, losses, expenses, liabilities, demands, obligations, or damages of every kind and nature (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”), arising out of or related to: (i) gross negligence; (ii) actual material violation of applicable law related to the Business; or (iii) a material breach of this Agreement by Company.
9. Confidentiality. Company and its employees, agents, and representatives shall not at any time or in any manner, either directly or indirectly, use for their personal benefit, divulge, disclose, or communicate in any manner, any information that is proprietary to Client (“Confidential Information”). Company and its employees, agents, and representatives will protect such information and treat it as strictly confidential. Company acknowledges that Confidential Information constitutes a unique and valuable asset of the Client and represents a substantial investment of time and expense by the Client, and that any disclosure or other use of such Confidential Information other than for the sole benefit of the Client would be wrongful and would cause irreparable harm to the Client. The foregoing obligations of confidentiality shall not apply to any knowledge or information that is now published or which subsequently becomes publicly known in the form in which it was obtained from the Client, other than as a direct or indirect result of the breach of this Agreement by Company.
This provision shall continue to be effective after the termination of this Agreement. Any oral or written waiver by Client of these confidentiality obligations which allows Company to disclose Client’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
10. Force Majeure. If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
11. Dispute Resolution. The parties shall attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to litigation.
12. Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the laws of the Province of Ontario. The parties agree that, to the maximum extent enforceable under applicable law, any litigation regarding use of the Site and the Agreement shall be brought in the state or federal courts in Ontario, Canada. If applicable law does not permit forcing a party to litigate in Ontario, Canada or if both parties otherwise agree, any such litigation will be brought in the courts having jurisdiction over the county in which the events giving rise to the claim occurred.
13. Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
14. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
15. Amendment. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
16. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
17. Attorney’s Fees. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.
18. Construction and Interpretation. The parties agree that this Agreement has been jointly drafted and that neither party may assert an ambiguity in the construction of this Agreement against the other party because the other party allegedly drafted the allegedly ambiguous provision.