Main Points From Agreement
- Your username is for your exclusive use and not to be shared
- Recording or creating copies of the videos in the course is not permitted
- The CP Journal is not liable for our student’s ability to properly perform and apply the content taught or achieve particular outcomes in any situation.
1. We (The CP Journal) agree to provide the services and materials described (collectively, the “Services”). In order for us to provide the Services, you (the customer) may need to furnish or provide certain information and payment.
2. You will pay for the services before being granted access to the content. We will apply a 12% monthly service charge to any balance that is outstanding for 30 days or more. If we have to take action to collect our fees, you will be responsible for our costs of collection including attorney fees and disbursements.
3. We retain and reserve all rights to our intellectual property and any materials we may provide in the course of providing the Services. Our providing the Services gives you and the persons for whom we perform the Services no rights with respect to our intellectual property or materials except that those persons to whom we may provide materials in the course of providing the Services may use such materials in connection with our performance of the Services and their application of the subject matter of the Services but they may not reproduce or distribute such materials without our permission.
4. Because of the nature of the subject matter of the Services,
(a) we are unable to and do not make any representations or warranties of any kind, including, among others, (1) with respect to the ability of any persons we train to properly perform, apply our training or achieve particular outcomes in any situation and (2) warranties of merchantability and fitness for purpose;
(b) we will not have any liability or responsibility for results or outcomes after we perform the Services, or for indirect, incidental, consequential, special or exemplary damages, whether in contract, tort (including, among other things, strict liability and negligence) or otherwise such as, among other things, loss of revenue or anticipated profits, or for personal injury, death or property damage involving you, your personnel, persons for whom we perform the Services or who receive our materials, or third parties; and
(c) you will hold harmless and indemnify us and our members, managers, partners, employees, independent contractors, agents, and representatives, and our and their respective heirs, legal representatives, successors and assigns (us and such persons collectively, “Our Indemnities”) from and against any and all claims, actions, suits, investigations, losses, liabilities, damages, obligations, demands, fines, judgments, penalties, costs and expenses (including but not limited to sums paid for settlement of claims and reasonable attorneys, consultants and experts fees and expenses) (collectively, “Damages”) arising out of or in connection with (1) your or any of your personnel’s actions or omissions or (2) personal injury, death or property damage involving you, your personnel, persons for whom we perform the Services or who receive our materials, or third parties.
The provisions of this Section 4 will survive the performance of the Services and the termination of this Agreement.
5. Any failure or delay in performance by us will be excused and not be considered to be a termination of this Agreement to the extent arising from any cause beyond our control. We will not be liable to you for that failure or delay, or for any loss, injury or damage, to the extent arising from any such cause.
6. (a) You may terminate this Agreement (except those provisions which survive termination) for any or no reason by so notifying us. However, if you terminate for any reason other than our failure to timely provide the Services, we will retain and not refund all amounts paid by you to us in respect of this Agreement or the Services prior to such termination and, if such termination occurs once we have begun providing the Services, you will still be responsible for paying all amounts provided in Section 2 above which have not been paid.
(b) We may terminate this Agreement for any or no reason by so notifying you. However, if we terminate for any reason other than your failure to comply with your obligations, we will refund to you all amounts paid by you to us in respect of this Agreement or the Services prior to such termination. If we terminate due to your failure to comply with your obligations, we will retain and not refund all amounts paid by you to us in respect of this Agreement or the Services prior to such termination.
7. Nothing in this Agreement will be considered as creating an employment, joint venture, partnership or agency relationship between you and us. Neither you nor we will at any time by virtue of this Agreement or otherwise be an employee, agent, joint venturer or partner of the other. We are and, at all times during the term of this Agreement will be, an independent contractor of yours. The performance by you and us of your and our respective obligations under this Agreement is solely within your or our respective control, subject to the terms and conditions of this Agreement. Personnel assigned by us to perform our obligations under this Agreement will be employees or independent contractors of ours, and not employees or independent contractors of yours. You will not, and will cause your personnel not to, direct or supervise any of our employees or independent contractors. Neither you nor we will have any authority to bind the other or to make any representations, or prepare or distribute any advertisements or other written or electronic marketing material or solicitations, on behalf of or concerning the other or the other’s products, services or personnel.
8. This Agreement does not constitute an exclusive arrangement and we may from time to time perform services identical or similar to the Services for others.
9. This Agreement will be binding and inure to the benefit of you and us and your and our respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned or delegated by you or us without the prior consent of the other. This Agreement may, be assigned and delegated by you or us without such consent to any person or entity (a) to which all or substantially all of your or our assets, respectively, are sold or otherwise transferred, (b) into which you or we respectively are merged, consolidated or converted, or (c) which acquires control of, or a majority of the ownership interests of, you or us, respectively, provided that if you or we assign and delegate this Agreement in connection with such a sale of assets, merger, consolidation or conversion, or one or more sales or transfers of your or our respective equity interests occurs such that a majority of voting equity interests is held or controlled by persons or entities who did not hold or control such a majority on the date of this Agreement, then the other may, upon notice, terminate this Agreement. We may utilize independent contractors in the performance of our obligations under this Agreement without your consent.
10. This Agreement will be governed in all respects by the laws of the State of New York, without giving effect to principles of conflict of laws. ANY ACTION BROUGHT IN RESPECT OF THIS AGREEMENT WILL BE BROUGHT ONLY IN A COURT SITTING IN NEW YORK COUNTY, NEW YORK.
11. This Agreement sets forth our entire agreement with respect to its subject matter.
12. This Agreement may not be changed, modified or amended, and no waiver of any provision or breach of this Agreement will be effective, unless such change, modification, amendment or waiver is in writing and signed by the party against whom enforcement of any change, modification, amendment or waiver is sought.
13. All notices, requests and other communications provided for in this Agreement will be in writing and will be considered to have been given and received (a) on the date of delivery, if delivered personally to the person to which notice is to be given, or (b) on the fourth day after mailing, if mailed by first class registered or certified mail, postage prepaid, and addressed to the person to which notice is to be given at the address of such person set forth above, or (c) on the next day if sent by a nationally recognized courier service for next day service and so addressed and if there is evidence of acceptance by receipt or (d) on the date of transmission if sent by facsimile or e-mail and addressed to the person to which notice is to be given at the facsimile number or e-mail address of such person provided by such person for such purpose provided there is evidence of successful facsimile transmission to such facsimile number or receipt of an electronic mail communication at such e-mail address.
14. This Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which, taken together, will constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties delivered by facsimile or PDF transmission will be deemed their original signatures for any purpose whatsoever. Acknowledgment of terms of service agreement in online registration forms constitutes acceptance of terms.