Terms + Conditions

 

ONLINE SERVICES AGREEMENT

WHEREAS you require, and MARYBETH MURDOCK INC. (the "Contractor") wishes to provide, coaching services;

NOW THIS AGREEMENT WITNESSES that in consideration of the mutual promises below, you and Contractor agree as follows:

"Services" means the services provided by Contractor in performing education, seminar, consulting, coaching, and/or mindfulness-coaching

 

1.      Contractor agrees to provide, and you agree to accept from Contractor, Services on the terms and conditions set out in this agreement. The terms of this Agreement shall be binding for any further goods/services supplied by Contractor to you. The parties agree that the Services are is in the nature of coaching and education. The scope Services shall be solely limited to those contained therein and provided for on Contractor’s website as part of the Services. Company reserves the right to substitute services equal to or comparable to the Services for you if the need arises.

2.      Contractor acknowledges and agrees that: (a) Contractor is an independent contractor and supplies all of the Services hereunder as an independent contractor; (b) neither Contractor, nor any person employed by or associated with Contractor in the performance of Services or otherwise, is an employee of, or has an employment relationship of any kind with you or is in any way entitled to employment benefits of any kind whatsoever from you including but not limited to private programs or coverages and statutory programs and coverages, whether under employment standards statutes, worker's compensation plans, unemployment/employment insurance schemes, health plan contributions, or otherwise ("Employment Benefits").

3.      The Contractor and Contractor's employees have the right to provide services of any kind to any other entity.

4.      You hereby agrees to pay Contractor and Contractor hereby agrees to accept a fee of $0  (the “Fee”) and this fee will be the only compensation Contractor receives from you unless you decide to purchase additional services. Upon execution of this Agreement, you shall be responsible for the full extent of the Fee.

5.      The term “Confidential Information” shall mean information which is not generally known to the public relating to the Contractor’s business or personal affairs. You agree not to disclose, reveal or make use of any Confidential Information learned of through your transactions with Contractor, during discussion with you, any coaching session with Contractor, or otherwise, without the written consent of Contractor. Contractor shall keep your Confidential Information in strictest confidence and shall use best efforts to safeguard the your Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Contractor’s copyrighted and original materials shall be provided to you for your individual use only as a single-user license. You shall not be authorized to use any of Contractor’s intellectual property for any other purpose than those expressly condoned by the Contractor. You shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from Contractor electronically or otherwise without the prior written consent of the Contractor. All intellectual property, including any of the Contractor’s copyrighted course materials, shall remain the sole property of the Contractor. No license to sell or distribute Contractor’s materials is granted or implied.

6.      This Agreement may be terminated by you at any time upon immediate notice, with or without cause, and without compensation therefore. In the event you are in arrears of payment or otherwise in default of this Agreement, all payments due here under shall be immediately due and payable. Contractor shall be allowed to immediately collect all sums from you and terminate providing further Services to you. In the event that you are in arrears of payments to Contractor, you shall be barred from using any of the Services.

7.      By using the Services, you release Contractor, it officers, employees, directors, and related entities from any and all damages that may result from anything and everything. The Services as provided are merely of an educational/coaching nature. By using the Services, you release Contractor from any and all damages that may result from anything and everything. You accept any and all risks, foreseeable or non-foreseeable, arising from such transactions. Regardless of the previous paragraph, if Contractor is found to be liable to you for damages of any nature, Contractor’s liability to you or to any third party, inclusive of costs, is limited to the lesser of (a) the Fee you paid to Contractor, and (b) $1,000.00. All claims against Contractor must be lodged with the entity having jurisdiction within 100-day of the date of the first discovery of your claim or otherwise be forfeited forever. You agree that Contractor will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of the Services. You agree that use of the Services is at your own risk.

8.      You accept and agrees that you are 100% responsible for your progress and results from use of the Services. You accept and agrees that you are the one vital element to the successful use of the Services and that Contractor cannot control you. Contractor makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Contractor and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose. Contractor makes no guarantee or warranty that the Services will meet your requirements or that all who use the Services will achieve the same results.

9.      You shall defend, indemnify, and hold harmless Contractor, Contractor’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever - including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorney’s fees, and disbursements - which any of them may incur or become obligated to pay arising out of or resulting from your offering for sale, the sale, and/or your use of the Services, excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Contractor, or any of its shareholders, trustees, affiliates or successors. You shall defend Contractor in any legal actions, regulatory actions, or the like arising from or related to this Agreement. You recognize and agree that all of the Contractor’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Contractor.

10.  In the event a dispute arises between the parties or a grievance by you, the parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. In the event of a dispute between the parties, the parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.

11.  This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and such invalid or unenforceable provision shall be deemed to be severed herefrom. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof. There are no oral or written warranties, representations, conditions or other agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein. No amendment or waiver of this agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this agreement shall be deemed or shall constitute a waiver of any other provision not otherwise expressly provided.

12.  This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.

13.  The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.

14.  If any of the provisions contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof.

15.  Upon execution by clicking “I agree,” the parties agree that the Contractor and you and any of your associates, successors, heirs, personal representatives and/or assigns shall be bound by the terms of this Agreement. A facsimile, electronic, or e-mailed executed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument with the same effect as an originally signed copy.