WE HAVE MADE EVERY EFFORT TO ACCURATELY REPRESENT OUR PRODUCTS AND SERVICES. THE REPRESENTATION OF THE POTENTIAL OF OUR PRODUCTS AND SERVICES IS SUB JECT TO OUR INTERPRETATION. WHILE THE EARNINGS POTENTIAL FOR THOSE PEOPLE THAT USE OUR PRODUCTS AND SERVICES IS USUALLY VERY ENCOURAGING. YOU ACKNOWLEDGE THAT YOUR EARNING POTENTIAL IS SUBJECT TO MANY INDEPENDENT FACTORS, ALL OF WHICH VARY FROM INDIVIDUAL TO INDIVIDUAL AND ARE OFTEN OUT OF ANY INDIVIDUAL’S CONTROL.
AS SUCH, WE MAKE NO WARRANTY OR GUARANTEE OF ANY KIND THAT YOU WILL EXPERIENCE ANY SPECIFIC LEVEL OF EARNINGS BY USING OUR PRODUCTS AND SERVICES.
ANY EXAMPLES WE HAVE PROVIDED SHOULD NOT BE INTERPRETED AS ANY GUARANTEE OF EARNINGS. WE DO NOT ASSERT THAT OUR PRODUCTS AND SERVICES REPRESENT A “GET RICH SCHEME.”
WE CANNOT AND DO NOT OFFER YOU ANY DIRECT FINANCIAL ADVICE, NOR ARE WE RESPONSIBLE FOR ANY FINANCIAL DECISIONS YOU MAKE. AS ALWAYS, IT IS YOUR SOLE RESPONSIBILITY TO DISCUSS THE LEGALITY OR FINANCIAL SOUNDNESS OF ANY DECISION YOU MAKE WITH A QUALIFIED PROFESSIONAL BEFORE MAKING SUCH A DECISION.
This agreement (the “Agreement”) contains the terms and conditions that govern your use of the Managed Marketer website (the “Website”) and the Services (as defined below). THIS MEMBERSHIP AGREEMENT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES, AND INCLUDES DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS. THESE PROVISIONS FOR AN ESSENTIAL BASIS OF OUR AGREEMENT.
If you do not agree with any of these terms, do not access or otherwise use the Website or Services, or any information or materials contained on the Website.
Managed Marketer Inc. (“Managed Marketer”) owns and operates the Website. This Agreement is between you and Managed Marketer. Managed Marketer reserves the right to add, delete, and modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by posting a change notice or a new agreement on the Website. In the event of substantive changes to this Agreement, the new terms will be posted to the Website, you will be required to affirmatively assent to its terms, and you may also be notified by email. If any modification is unacceptable to you, your only recourse is not to use the Website and the Services and to request an immediate termination of your membership. Your express consent or continued use of the Website or the Services following posting of a change notice or new Agreement on the Website will constitute binding acceptance of the changes.
1. The Services
1.1. Managed Marketer provides a number of Internet-based services through the Website (all such services, collectively, the “the Services”), including without limitation training and materials for you to develop and promote your business. Managed Marketer reserves the right to add, change, and delete content and services from the Website or Services from time to time.
1.2. If applicable, you agree to pay, and authorize billing of, the course fee, plus any applicable taxes with your credit card. Your payment for the initial 30-day period is refundable, provided that you contact us and request a refund within 30 days of your purchase.
1.3. All payments are to be paid in United States Dollars (USD).
1.4. If you're a Canadian business, all payments are subject to the payment of federal and provincial sales and other taxes, however designated which are levied or imposed by reason of the services provided pursuant to this Agreement.
2. Use of the Website and the Services
2.1. Managed Marketer will only knowingly provide the Services to parties that can lawfully enter into and form contracts under applicable law. The Website and the Services are not for anyone under the age of 18 and any such use is prohibited.
2.2. You must comply with all of the terms and conditions of this Agreement, the applicable agreements and policies referred to below, and all applicable laws, regulations, and rules when you use the Website and the Services.
2.3. Your License to Use the Website and the Services.
2.3.1. Managed Marketer owns or licenses all intellectual property and other rights, title, and interest in and to the Website, Services, and the materials accessible on or through the Website and Services, except as expressly provided for in this Agreement. For example, and without limitation, Managed Marketer owns trademarks, copyrights, and certain technology used in providing the Services. You will not acquire any right, title or interest therein under this Agreement or otherwise unless expressly provided for herein.
2.3.2. Managed Marketer grants you a limited revocable license to access and use the Website and Services for their intended purposes, subject to your compliance with this Agreement. This license does not include the right to collect or use information contained on the Website for purposes that Managed Marketer prohibits or to compete with Managed Marketer. If you use the Website or the Services in a manner that exceeds the scope of this license or breaches any relevant agreement, your license shall terminate immediately. Should you request a refund, your license shall terminate immediately.
3.1. For the purpose of this Agreement, “Confidential Information” shall be deemed to include all information and materials that: (a) if in written format is marked as confidential, or (b) if disclosed verbally is noted as confidential at time of disclosure, or (c) in the absence of either (a) or (b) is information which a reasonable party would deem to be non-public information and confidential.
3.2. Confidential Information shall include without limitation: all information provided on or through the Website or the Services; trade secrets, inventions, research methods, methods of compiling information, methods of creating the Managed Marketer database, procedures, devices, machines, equipment, data processing programs, software, computer models, research projects, and other means used by Managed Marketer in the conduct of its business; product formulations, strategies and plans for future business, new business, product or other development, new and innovative product ideas, potential acquisitions or divestitures, and new marketing ideas; information with respect to costs, commissions, fees, profits, sales, markets, sales methods and financial information; mailing lists, the identity of Managed Marketer customers, potential customers, distributors, and suppliers and their names and addresses, the names of customer representatives responsible for entering into contracts for Managed Marketer’ products or services, the amounts paid by Managed Marketer customers, specific customer needs and requirements, and leads and referrals to prospective customers; and the structure, sequence, and organization of the Managed Marketer database, together with source code and object code; and the identity of Managed Marketer employees, their respective salaries, bonuses, benefits, qualifications and abilities.
3.3. You acknowledge and agree that the nature of Managed Marketer’s confidential, proprietary, and trade secret information to which you have, and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive, international industry in which Managed Marketer competes. You further acknowledge and agree that, even in complete good faith, it would be impossible for you to work in a similar capacity for a competitor of Managed Marketer without drawing upon and utilizing information gained pursuant to this Agreement.
3.4. You acknowledge that you are receiving such Confidential Information in confidence and will not publish, copy, or disclose any Confidential Information without prior written consent from the Company. You further agree that you shall not attempt to reverse engineer, de-compile or try to ascertain the source code to Managed Marketer software or any other software supplied hereunder. You acknowledge that you will only use the Confidential Information to the extent necessary to promote your business, and that you will use best efforts to prevent unauthorized disclosure of the Confidential Information to any third party.
3.5. The obligation of confidentiality shall not apply to any particular portion of Confidential Information which: (a) was in the public domain when Managed Marketer granted access to you; (b) entered the public domain through no fault of you subsequent to receipt; (c) was in your possession free of any obligation of confidence at the time of the disclosure by Managed Marketer; (d) was rightfully communicated by a third party to you free of any obligation of confidence subsequent to the time of the originating party’s communication thereof to you; (e) was developed by you independently of and without knowledge or reference to any Confidential Information; (f) is approved for release by written authorization from Managed Marketer; or (g) is required to be disclosed pursuant to any statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, but in any case, you will immediately notify Managed Marketer before disclosure and given a reasonable opportunity to obtain a protective order or other form of protection.
3.6. You agree not to alone or in association with others use Confidential or trade secret information to (a) solicit, or facilitate any organization with which you are associated in soliciting, any employee or customer of Managed Marketer’ to alter its relationship with Managed Marketer; (b) solicit for employment, hire, or engage as an independent contractor, or facilitate any organization with which Managed Marketer is associated in soliciting for employment, hire, or engagement as an independent contractor, any person who was employed by Managed Marketer at any time during the term of this Agreement (provided, that this clause (b) shall not apply to any individual whose employment with Managed Marketer was terminated for a period of one year or longer); or (c) solicit business from or perform services for any customer, supplier, licensee, or business relation of Managed Marketer’, induce or attempt to induce, any such entity to cease doing business with Managed Marketer; or in any way interfere with the relationship between any such entity and Managed Marketer.
3.7. You agree that you will not make any derogatory statements, either oral or written, or otherwise disparage Managed Marketer, Managed Marketer’ products, employees, services, work or employment, and will take all reasonable steps to prevent others from making derogatory or disparaging statements. You agree that it would be impossible, impractical, or extremely difficult to fix the actual damages suffered by reason of a breach of this paragraph, and accordingly hereby agree that five thousand dollars ($5,000) shall be presumed to be the amount of damages sustained by reason of each such breach, without prejudice to Managed Marketer’ right to also seek injunctive or other equitable relief.
3.8. Other than as expressly provided for herein, in no event shall you be deemed by virtue hereof to have acquired any right or interest by license or otherwise, in or to the Confidential Information.
3.9. You agree that all originals and any copies of the Confidential Information remain the property of Managed Marketer. You shall reproduce all copyright and other proprietary notices, if any, in the same form that they appear on all the materials provided by Managed Marketer, on all copies of the Confidential Information made by you. You agree to return all originals and copies of all Confidential Information in your possession or control to Managed Marketer at Managed Marketer’ request.
4. General Rules
4.1. Prohibited Use. You may only use the Website and Services to promote your business, as expressly permitted by Managed Marketer. You may not cause harm to the Website or Services. Specifically, but not by way of limitation, you may not: (i) interfere with the Website or Services by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Website or Services; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Website or Services, except in the operation or use of an internet “search engine,” hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the Website or Services; (v) impersonate another person or entity; (vi) engage in any activity that interferes with another user’s ability to use or enjoy the Website or Services; (vii) assist or encourage any third party in engaging in any activity prohibited by this Agreement; (viii) co-brand the Website or Services; (ix) frame the Website or Services; or (x) hyper-link to the Website or Services, without the express prior written permission of an authorized representative of Managed Marketer.
4.3. Ordering Policies. If you purchase any products or services on or through the Website or Service, you agree that your use of the product or service is limited by this Agreement as well.
4.4. Password Restricted Areas of the Website. Most areas of the Website are password restricted to registered users (“Password-Protected Areas”). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify Managed Marketer if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, including any fees that may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Managed Marketer of any unauthorized use of your account or any other breach of security in relation to your password or the Website that is known to you.
4.5. Spam Policy: You may not use the Website or Services to engage in unethical marketing activities, including without limitation spamming. The following are examples of activities that are not permitted, and which may result in an immediate deactivation of your account or termination of your membership: a) disguising the origin of any content transmitted to or through the Website or Services, or using any other means of deceptive addressing; b) relaying email from a third party’s mail servers without the permission of that third party; c) transmitting any material that is unlawful or used without adequate permission from the owner of the material; d) harvesting email addresses in a manner that is unlawful or in violation of the rights of a third party; e) sending email that contains inaccurate header information or domain names that are not valid or do not exist; f) sending email that contains false or misleading information in the subject line or body of the message; g) sending email that does not indicate that it is an advertisement, does not include a functioning opt-out mechanism, or does not include your valid physical mailing address; or h) sending email that violates applicable law, including without limitation the CAN-SPAM Act, CASL or the applicable laws of the jurisdictions from which you send email or in which the email is received the acceptable use policies of Managed Marketer’ email service provider.
5. Reservation of Rights
5.1. Monitoring. Managed Marketer reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website and Service. If Managed Marketer determines, in its sole and absolute discretion, that you or another user has or will breach a term or condition of this Agreement or that such transaction or communication is inappropriate, Managed Marketer may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
5.2. Modification of the Service. Managed Marketer may modify the Website or Services at any time with or without notice to you, and will incur no liability for doing so.
6.1. Managed Marketer asks that you respect the Website online community. Your conduct when using the Website and Services should be guided by common sense and basic etiquette. To further these common goals, you agree not to:
6.1.1. Disparage the products or services of any company or individual.
6.1.2. Impersonate or represent Managed Marketer, Managed Marketer staff, or other industry professionals.
6.1.3. Link to or post content not allowed on the Website.
6.1.4. Solicit a user’s password or other account information.
6.1.5. Harvest user information for any purpose.
6.1.6. Use racially or ethnically offensive language; discuss or incite illegal activity; use explicit or obscene language; or solicit or post sexually explicit images.
6.1.7. Harass, threaten, or embarrass anyone.
6.1.8. Post anything that you do not have the legal right to post; and
6.1.9. Violate any law, or make any untrue or misleading statement;
7.1. Your Submissions. When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information (“Submissions”), you grant Managed Marketer an unrestricted license to use such Submissions for any purpose, including without limitation marketing and other promotional purposes and the right to sublicense. You agree that Managed Marketer will have no obligation to keep any Submissions confidential. You will not bring a claim against Managed Marketer based on “moral rights” or the likes arising from Managed Marketer’ use of a Submission.
7.2. Submissions by Others. Managed Marketer does not control the content posted by third parties and does not guarantee the accuracy, integrity, or quality of such content. You understand that by using the Website or Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will Managed Marketer be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Website or Services by third parties.
8. Representations and Warranties
8.1. Mutual Representations and Warranties. Each party represents to the other that: (i) the party has the full power and authority to enter into and perform under this Agreement, (ii) execution and performance of this Agreement does not constitute a breach of, or conflict with, any other agreement or arrangement by which the party is bound, and (iii) the terms of this Agreement are a legal, valid, and binding obligation of the party entering into this Agreement, enforceable in accordance with these terms and conditions.
8.2. By You. You represent and warrant to Managed Marketer that, in your use of the Website and Services, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party; (ii) will comply with all applicable laws, rules, and regulations; (iii) will not disrupt or damage any software or hardware; and (iv) you will provide correct, current, and complete billing and contact information.
9. Governing Law
9.1. This Agreement shall be construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein, and the parties hereto hereby irrevocably attorn to the jurisdiction of the courts of Manitoba with respect to all matters or disputes which may arise in connection with this Agreement, or the provision of the Services.
10. Disclaimers and Exclusions
10.1. DISCLAIMER OF WARRANTIES. Managed Marketer PROVIDES THE WEBSITE, SERVICES, AND ALL CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. Managed Marketer DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, SERVICES, OR WEBSITE CONTENT, OR USE THEREOF: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. Managed Marketer MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS MEMBERSHIP AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
10.2. EXCLUSION OF DAMAGES. Managed Marketer WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE WEBSITE OR SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3. LIMITATION OF LIABILITY. IN NO EVENT WILL Managed Marketer’s LIABILITY IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES EXCEED THE LESSER OF (i) THE AMOUNT PAID TO Managed Marketer BY YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY, OR (ii) ONE HUNDRED DOLLARS ($100).
11.1. You must indemnify and hold Managed Marketer and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the “Parties”) harmless from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the Parties alleging that you have breached any of provision in this Agreement through any act or omission. If you have to indemnify Managed Marketer under this section, Managed Marketer will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without the express written permission of Managed Marketer.
12.1. Termination. You agree that, under certain circumstances and without prior notice, Managed Marketer may suspend or terminate your use of the Website or Services, including without limitation, if Managed Marketer believes, in its sole and absolute discretion that you have breached a term of this Agreement. You acknowledge and agree that all suspensions and terminations shall be made in Managed Marketer’ sole discretion and that Managed Marketer shall not be liable to you or any other party for said suspension or termination.
12.2. Survival. Upon termination, your license to use the Website, Services, and everything accessible by or through the Website or Services shall terminate and the remaining provisions of this Agreement shall survive indefinitely unless and until Managed Marketer chooses to terminate them.
12.3. Effect of Termination. Upon termination of any part of this Agreement for any reason, Managed Marketer may delete or assume ownership of any Content or other things—including without limitation URLs, domain names, and email lists—relating to your use of the Website or Services that is on Managed Marketer’ servers or otherwise in Managed Marketer’ possession or control, and Managed Marketer will have no liability to you or any third party for doing so.
13.1. All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Managed Marketer, you must use the following address: 78 Princess Street, Winnipeg, MB R3B 1K4. If Managed Marketer provides notice to you, Managed Marketer will use the contact information provided by you. All notices will be deemed received as follows: (i) if by delivery by mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
14. Notification of Claims of Infringement
14.1. Managed Marketer respects the intellectual property of others, and asks users to do the same. Managed Marketer may, in appropriate circumstances and at its discretion, terminate service to users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact Managed Marketer’ designated agent to receive notice of claimed infringement.
15. Further Assurances.
15.1. Each of the parties upon the request of the other party or parties, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, and instruments as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.
16.1. No supplement, termination, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by Managed Marketer and the Client.
17.1. The Client shall not, without the prior written consent of Managed Marketer, such consent not to be unreasonably withheld, assign this Agreement.
18.1. This Agreement shall enure to the benefit of and be binding on the parties and their respective successors and permitted assigns, including without limitation, any successors resulting from a change of control, an amalgamation, and any corporate reorganizational transaction involving such party.
19, Time of the Essence.
19.1. Time shall be of the essence hereof.
10.1. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
11. Governing Law.
11.1. This Agreement shall be construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein, and the parties hereto hereby irrevocably attorn to the jurisdiction of the courts of Manitoba with respect to all matters or disputes which may arise in connection with this Agreement, or the provision of the Marketing Services.
12. Force Majeure.
12.1. Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of such party, including but not limited to Acts of God, acts of war, riot, fire, flood or other disaster, acts of government, strike, lockout or communication line or power failure.
13.1. This Agreement may be executed by the parties in separate counterparts, including by facsimile or other electronic transmission, each of which, when so executed and delivered, shall be deemed to constitute an original, but all of which together shall constitute one and the same agreement.
14.1. This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the Province of Manitoba without reference to conflict of law principles. This Agreement will not be assignable or transferable by you without Managed Marketer’ prior written consent. This Agreement (including all of the policies and other Agreements described in this Agreement, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. Any rights not expressly granted herein are reserved. You and Managed Marketer are independent contractors and independent businesses, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. If you have questions or concerns regarding this Agreement, you should contact Managed Marketer by emailing email@example.com and writing “Agreement” in the subject line.