Membership Agreement

PROVIDER

 

The Member’s access (the “Membership”) to the Sales Trainer Platform for blended learning services (the “Platform”) is subject to the Provider’s terms of use (the “Terms of Use”) and the terms and conditions contained herein (together with the Terms of Use, collectively, the “Terms”). The Terms of Use are an integral part of this Agreement and can be accessed through the Platform or a copy can be provided to the prospective member prior to the execution of this Agreement. By signing and submitting this Agreement, the Member acknowledges and agrees to be bound by, and comply with, the Terms (and any future amendments or revisions made thereto). No other terms other than the Terms shall apply to the Membership unless agreed to in writing by the Provider and Member. The Terms supersede all prior or other agreements, understandings or representations between the parties.

Fees and Payment Terms

The fees owing to the Provider by the Member in respect of the Membership vary depending on whether the Member is a Silver, Gold or Platinum Member and are outlined on the Platform and/or in the Member’s user materials.
All prices are fixed and payable by the Member to the Provider within 30 days of the invoice date. Late payments are subject to a late payment charge equal to the lesser of 1.5 percent per month or the maximum rate permitted by law. Member shall also pay any applicable sales tax set out on the invoice.

Membership Term

The term of the Membership is one (1) year (the “Term”) and will renew automatically for successive one (1) year terms until and unless the Member provides the Provider with at least sixty (60) days’ notice of its desire to terminate its Membership and this Agreement prior to the end of the then current Term. The Term begins on the date hereof or otherwise as the parties may agree. The Provider may terminate this Agreement at any time in its sole discretion without cause or justification. At the end of each Term, the Member shall execute the Provider’s then current form of Membership Agreement if requested by the Provider.

Acceptance

The Member shall be deemed to have made an unqualified and irrevocable acceptance of this Membership Agreement and the Terms on the earlier of the Provider’s receipt of a copy hereof signed by Member (with scanned or facsimile signatures treated as original signatures) or any other event constituting acceptance under applicable law.

Assignment and Transferability

This Membership Agreement may not be assigned by the Member without the written consent of the Provider, which consent may be arbitrarily denied. The Membership is non-transferable and the Member shall not authorize or otherwise permit anyone else to access the Platform (other than Customers) or otherwise utilize any rights or privileges conferred by this Membership Agreement.

Notices

Notices may be sent by registered mail, fax or other electronic form to the addresses specified on the first page of this Agreement, and will be effective on the same day with respect to notice by fax or other electronic form and ten business days if sent by registered mail.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable thereto, without regard to rules regarding conflict of laws. The courts of the Province of Ontario shall have exclusive jurisdiction to entertain any legal proceedings arising under this Agreement.

Miscellaneous

The failure of Provider to insist, in any one or more instances, upon performance of any of the terms, covenants and conditions hereof shall not be construed as a waiver or relinquishment of any rights granted hereunder or the future performance of any such term, covenant or condition. The invalidity of any provision or clause hereof shall not affect the validity of any other provision or clause hereof.
The parties agree that any dispute that arises in relation to the Terms will be resolved between the parties acting honestly and in good faith.