Online Course Agreement
PROFESSIONAL CURIOSITY INC. (WILDFIREU.CA)
This Agreement is between You the (“Student”) and Professional Curiosity Inc. (“Company”) (collectively the “Parties”, or in the singular “Party”), for the purpose of Student purchasing and participating in the Company’s online course (the “Course”). This Agreement shall become effective upon the date of Student completing the checkout process.
Terms and Conditions
1. Scope of Online Course
As part of the Course program, Company shall provide the following to Student:
• Access to Online Course in Braincert Learning Management System (LMS).
2. Course Terms
After purchasing the Course, Student will be given access to the online course materials in Braincert by Company within 24 hours. Student will have access to the Course materials for 180 days from purchase and so long as the Course is available. In the event Company takes the Course offline, Company will notify Student within 30 days.
Student shall only have one license to access the Course and use Course materials. Student understands and agrees that the Course materials may not be shared with any third-party. In the event Company suspects that the Course is being shared or that Student has shared its log-in information with a third-party, Company reserves the right to immediately terminate Student’s access to the Course in its sole discretion.
3. Fees
In consideration for access to the purchased course(s) or bundle provided by Company, Student agrees to compensate Company by the current listed price of the course(s) or bundle purchased.
Student will not be given access to the Course(s) or bundle until the full fee is paid.
Any additional services, calls, emails and time beyond the scope of the Course, will be billed by Company at $85.00 per hour.
4. Refund Policy
Company does not provide a refund on individual products purchased. However, Company will provide a 50% refund on any Course Bundle purchased, provided no course certificates have been issued to Student and less than 30% of the entire content within the course bundle has been accessed. Student will need to request the refund within 14 days of purchase and that the above conditions have been meet or no refund will be given. Company, in its sole discretion, will determine if Student is entitled to a refund. Upon determining that a refund will be given, Company will notify its payment processor to issue the refund. Company does not control its payment processor and the refund will be processed according to that company’s terms and conditions. Any refund given will immediately terminate Student’s access to the Course Bundle.
5. Personal Information
By participating in the Course(s) or Course Bundle, Student will be asked to register with the Course host platform to receive access to Course materials. Student shall select a username and password and may be asked to provide further personal information. Student agrees to allow Company access to this personal information for all lawful purposes. Student is responsible for the accuracy of the identifying information, maintaining the safety and security of its identifying information, and updating Company on any changes to its identifying information.
The billing information provided to Company by Student will be kept secure and is subject to the same confidentiality and accuracy requirements as Student’s identifying information indicated above. Providing false or inaccurate information, or using the Course for fraud or unlawful activity, is grounds for immediate termination from the Course(s) or Course Bundle.
6. Student Contributions
Through Student’s participation in the Course(s) or Course Bundle, Student may post materials, comments, or replies to comments (“Student Contributions”) on Course pages or materials. Student grants Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all Student Contributions.
7. Bonuses
Company may offer bonuses to incoming students via marketing and advertising. Student is entitled to any bonuses offered at the time of enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Course(s) or Course Bundles and vary depending on live and automated promotions throughout the year. Company reserves the right to change or alter bonuses and promotions in its sole discretion.
8. Copyright
All Course materials, documents, posts/comments/replies, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by The Copyright Act, RSC., 1985, c. C-42. Student hereby agrees that Company’s Course and accompanying content is owned by Professional Curiosity Inc. (Wildfire U) and is not to be used for purposes beyond Student implementation. Student is granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Course(s) content and resources. Student shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Course(s) or Course Bundle. Violations of this federal legislation will be subject to its civil and criminal penalties as permitted by The Copyright Act.
9. Termination
Student may not terminate this Agreement once signed and is required to complete all payments as specified in Section 3.
Company may terminate this Agreement in the event Student breaches this Agreement or any of the Course rules and terms. In the event of termination by Company, Student will be immediately removed from the Course. Student shall still be required to complete all payments and will not be entitled to any refunds.
10. Communication
Company is generally available to provide services during normal business hours: Monday – Friday 9am – 5pm PST, excluding holidays. Company WILL ONLY answer communication through the Course platform or through email. Company WILL NOT answer any direct messages on social media from Student. Company will respond to Student within 2 business days either through the Course platform or direct email.
11. Service Location
Both Parties agree and understand that the Course platform, and additional services to be provided under this Agreement shall be performed virtually.
12. Confidentiality
The Student acknowledges they may learn confidential information about the Company as a result of this Agreement, without limitation, its course materials, course downloads, course outlines, coaching methods, customers, the prices it obtains, the prices at which it sells products and programs, its manner of operation, its plan, its course and coaching strategies, any of the Company’s trade secrets or any other information pertaining to the business of the Company, (collectively, the “Confidential Information”) and agrees that it shall not (a) disclose, divulge, make copies, reveal, or report, for any purpose, the Confidential Information, or any content based on the concepts contained within the Confidential Information, to any person or entity, whether intentionally or unintentionally, except to Student’s representatives, affiliates, advisors and other representatives who need to know the Confidential Information to assist the Student, or act on its behalf, to exercise its rights or perform its obligations under this Agreement, or (b) use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement or for the benefit of the Company. The obligations of confidentiality will apply during the Term of the Agreement and will survive the Agreement indefinitely upon its termination.
13. Assumption of Risk Using Online Platform
Student agrees that its participation in the Membership is at its own risk. Company does not assume or accept responsibility for the security of Student’s account or content. Student agrees that its participation in the creation of an online account is at its own risk. In the event a breach of security has occurred, Company will notify Student pursuant to all laws and regulations.
14. Indemnification
Student shall indemnify, defend, release, discharge and hold harmless Company, its heirs, legal representatives, assigns, employees, directors, shareholders, affiliates, officers, agents, contractors, or any persons or corporations acting under permission or authority of the Company from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, and expenses, reasonable legal fees and costs of any kind or amount whatsoever to which Company may become subject as a result of any claim, demand, action or other legal proceeding by any third-party to the extent such losses arise directly or indirectly out of activities performed by Company pursuant to this Agreement, except to the extent such losses result from the gross negligence, willful misconduct, or intentional acts of Company. This indemnification will survive the termination of this Agreement.
15. Maximum Damages
The sole remedy for any actions or claims by Student shall be limited to a refund, the maximum amount not to exceed the total monies paid by Student under this Agreement.
16. Limitation of Liability**
In no event shall Company be liable under this Agreement to Student or any other third-party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Student was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
17. Force Majeure
No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control that are unforeseen and unpredictable at the time of contracting, including, but not limited to, the following force majeure events (“Force Majeure Events”):
(a) acts of God;
(b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic;
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
(d) government order or law;
(e) actions, embargoes or blockades in effect on or after the date of this Agreement;
(f) action by any governmental authority;
(g) national or regional emergency;
(h) strikes, labor stoppages or slowdowns or other industrial disturbances; and
(i) shortage of adequate power or transportation facilities.
The Impacted Party shall give Notice within 10 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice. All payments made by Student up to the date of Notice of a Force Majeure Event are non-refundable.
18. Inability of Company to Continue Course
In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:
1. Immediately give notice to Student;
2. Issue a refund or credit based on a reasonably accurate percentage of services rendered and Course(s) or Course Bundle program utilized/provided; and
3. Excuse Student of any further performance and/or payment obligations under this Agreement.
19. Professional Disclaimer
The Course(s) or Course Bundle and additional services provided by Company according to this Agreement are for informational purposes only. Student acknowledges and agrees that any information posted in the Course(s) or Course Bundle, or Course materials, is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between Company and Student.
20. Assumption of Risk Using Online Platform
Student agrees that its participation in the Membership is at its own risk. Company does not assume or accept responsibility for the security of Student’s account or content. Student agrees that its participation in the creation of an online account is at its own risk. In the event a breach of security has occurred, Company will notify Student pursuant to all laws and regulations.
21. No Guarantees
Company does not make any guarantees as to the results, including financial or other personal gains, of any services provided or for Student completing the Course program. Student agrees to take responsibility for Student’s own results.
22. Release & Reasonable Expectations
Student has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the Course(s) program or Course Bundle will produce different outcomes and results for each Student. Student understands and agrees that:
1. Every Student and final result is may be different for each individual.
2. Course content is intended for a mass audience and that Company will use its best efforts to create favourable experiences to each Student depending on their business and personal needs, but that no 1-on-1 services are expected or guaranteed under this Agreement.
3. Dissatisfaction with Company’s (or any of its agents’) independent judgment or coaching/mentoring style within the Course and in accompanying online platforms are not valid reasons for termination of this Agreement or request of any monies returned.
23. Spam Policy
Student is strictly prohibited from using the Course(s) or Course Bundle and Course materials for illegal spam activities, including, but not limited to, gathering contacts, email addresses, or other personal information from fellow Course students and distributing such information to third-parties or sending any mass commercial emails.
24. Warranty Disclaimer
Student agrees that its participation in the Course(s) or Course Bundle and use of the Course program is at its sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warrant of fitness for a particular purpose and the implied warrant of merchantability. Company makes no warranties that the Course(s) or Course Bundle will meet your needs or that the Course(s) or Course Bundle will be uninterrupted, error-free, or secure.
25. Sales Tax
Should any provincial/territorial/federal tax be imposed on any part of this Agreement, such tax shall be collected from Students and remitted by Company. All sales tax will be included on invoices and/or checkout process through the Company’s online payment platform.
26. Entire Agreement
This is a binding Agreement that constitutes the entire understanding of the Parties. There are no other warranties, agreements, or representations between the Parties except as set out in this Agreement. This Agreement shall be binding on the Parties, their heirs, executors, administrators, successors and permitted assigns.
No subsequent alteration, amendment, change or addition to this Agreement will be binding upon the Parties unless it is reduced in writing and signed by the Parties.
27. Venue & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the British Columbia of British Columbia and any applicable federal laws of Canada including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or claim arising out of, or concerning, this Agreement that is not first resolved by arbitration shall be resolved exclusively in a federal or provincial/territorial court of competent jurisdiction located in the closest judicial centre to West Kelowna, British Columbia. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement become necessary.
28. Arbitration
Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be West Kelowna, British Columbia, unless another location is mutually agreed to by the Parties. There shall be one (1) arbitrator and the language of the arbitration shall be English. The cost and expenses of the arbitrator shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration. The decision of the arbitrator shall be final and there shall be no right of appeal. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
29. Transfer
This Agreement cannot be transferred or assigned to any third-party by either the Company or Students without written consent of all Parties.
30. Severability & No Waiver
The Parties agree that if any term or provision of this Agreement is determined by a Court of competent jurisdiction to be unlawful, or otherwise unenforceable, the offending provision shall be severed, and the validity of the remaining provisions shall not be affected. The rights and obligations of the Parties shall be construed as if the Agreement did not contain the term or provision held to be invalid or unenforceable.
The failure by one or both Parties to enforce a provision of this Agreement shall not be considered evidence of any waiver, breach or relinquishment of such provisions, and said provisions will remain in full force and effect. The failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.
31. Headings
Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.
32. Notice
Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: melissa@profcurio.ca; Student’s Email: [enter email].
32. Execution in Counterpart and Delivery by Facsimile or Electronic Mail
This Agreement may be signed by the Parties in counterpart and transmitted by facsimile or electronic mail and if so executed and transmitted this Agreement will be for all purposes as effective as if the Parties had executed and delivered an original Agreement. The Parties agree that an electronic copy of this Agreement may be used as an original and that all electronic copies of this Agreement shall constitute one and the same Agreement.
33. No Contra Proferentem
The Parties agree that the interpretation of this Agreement shall not be construed against the Company by reason of the Company arranging for the drafting and preparation of this Agreement.