3.1 The Limited License granted to CUSTOMER gives CUSTOMER the right to display CUSTOMERS logo and company name on the TELECLASS REGISTRATION SYSTEM limited to and conditional upon TELECLASS INTERNATIONAL providing the service of hosting and maintenance of TELECLASS REGISTRATION SYSTEM.
3.2 This License shall be for the duration of the Service AGREEMENT and shall terminate immediately upon termination of said Service AGREEMENT. Re-activation of CUSTOMER'S Limited License to TELECLASS REGISTRATION SYSTEM may be requested within a period of 12 months after termination. Re-activation is contingent upon re-instatement of the Service AGREEMENT and will include a set-up fee of one-third the cost of the original Limited License fee.
4. Service AGREEMENT:
4.1 TELECLASS INTERNATIONAL shall provide Internet web hosting, one or more 25-line telephone conference bridges, system updates, customer service and technical support for the use of TELECLASS REGISTRATION SYSTEM. CUSTOMER shall pay a monthly service fee.
5. Ownership of client data base and personal information:
5.1 CUSTOMER retains ownership of all personal information collected about their clients through TELECLASS REGISTRATION SYSTEM. Client information may only be used by TELECLASS INTERNATIONAL for the purpose of communicating with client while providing customer service and technical support.
5.2 TELECLASS INTERNATIONAL will never sell or disclose client information to anyone or any company other than CUSTOMER.
6. Intellectual property:
6.1 TELECLASS INTERNATIONAL retains all ownership and copyrights to the software, scripts, files, images and processes by which CUSTOMER is granted this Limited License to TELECLASS REGISTRATION SYSTEM.
7. Relationship of Parties:
7.1 The Parties agree that there is not and will not be any, joint venture, employer-employee, master-servant, or franchisor-franchisee relationship between the Parties hereto.
7.2 TELECLASS INTERNATIONAL acknowledges that we are and will be an independent contractor and supplier of services as outlined in paragraph 2.1. We also represent and warranty that we provide services similar to the services provided hereunder to many other different customers, that we have the tools necessary to perform such services in our possession.
7.3 CUSTOMER hereby agrees to indemnify and hold TELECLASS REGISTRATION SYSTEMS harmless from any and all claims, and losses, including attorney's fees, that may be incurred by us resulting from our failure to comply with any provision of this section of this AGREEMENT including any violation of the warranties and representations set forth herein.
8. Payout of FEES collected on behalf of CUSTOMER
8.1TeleClass International shall pay CUSTOMER upon completion of your class, course or seminar. The amount payable to you shall be determined by TeleClass International and shall be an amount that is the sum of all enrollment fees received and deposited into the TeleClass International bank account, less:
- (a) an administration fee of 10% of the enrollment fees paid by the students;
- (b) a proportional amount, such as may be determined by TeleClass International of the enrollment fees previously paid to the TeleLeader where such enrollment fee has been refunded to a paying student.
- (c) the amount of any enrollment fee that has not been honored or accepted by the drawee whether by cheque or credit card or other instrument.
8.2 TELECLASS INTERNATIONAL shall make payouts to CUSTOMER, through Paypal.com, between 10 and 14 days following the completion of any course.
8.3 CUSTOMER shall be responsible for opening and receiving payouts through a Paypal.com account.
9. Reports:
9.1 With each payment that TeleClass International makes to you, the TeleLeader, we will provide you with a report which shall list the amount to which you are entitled and the manner in which we calculated that amount.
10. Term of AGREEMENT:
10.1 The term of this Limited Licensing and Service AGREEMENT shall begin on the date set forth herein and continue as long as the Service AGREEMENT fees are paid or notice temination is given by either party.
10.2 Service AGREEMENT shall be for one year and shall begin on the date CUSTOMER purchases the Limited License and Service AGREEMENT. Service AGREEMENT to be renewed annually.
10.3 Unpaid Limited License or Service AGREEMENT Fees over 60 days shall be cause for termination of this AGREEMENT and removal of CUSTOMER'S TELECLASS REGISTRATION SYSTEM from the Internet.
11. Termination of AGREEMENT:
11.1 Either party may terminate this AGREEMENT with written notice.
11.2 TELECLASS INTERNATIONAL may suspend or terminate, without notice, CUSTOMER'S TELECLASS REGISTRATION SYSTEM for any of the following reasons: Inappropriate advertisements (False claims, misleading hyperlinks), spamming (mass email, mass newsgroup posting, etc...), advertising on sites containing/promoting illegal activities, Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;harm minors in any way,or violation of intellectual property rights (copying material from teleclassinternational.com or any of its subsidiaries).
12. Fees:
12.1 Limited License and Service Agreement Fees shall be based on the product ordered. (See APPENDIX A for product specs, License fees and monthly service fees.) Balances overdue more than 30 days shall accrue interest of 5% per month (each 30 days).
12.2 ALL FEES ARE NON-REFUNDABLE, IN WHOLE OR IN PART, EVEN IF YOUR SERVICE IS SUSPENDED, CANCELLED OR TRANSFERRED PRIOR TO THE END OF THE THEN-CURRENT SERVICE TERM. TELECLASS INTERNATIONAL reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion, without prior notice to you.
13. Governing Law:
13.1 This AGREEMENT shall be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, subject to Article 8, the Parties irrevocably submit to the non-exclusive jurisdiction of the Courts of British Columbia.
14. Arbitration:
14.1 Any controversy or claim arising out of or relating to this AGREEMENT, and any other disputes between the parties hereto, shall be settled by arbitration in accordance with the commercial arbitration rules of the Better Business Bureau of British Columbia, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any arbitration proceedings shall be held at the offices of the Better Business Bureau of British Columbia. It is expressly agreed that the arbitrator shall be empowered and permitted to grant preliminary and permanent equitable relief in addition to awarding damages.
15. Time is of the Essence:
15.1 Time shall be of the essence hereof and no extension or variation of this AGREEMENT shall operate as a waiver of this provision.
16. Notices:
16.1 All notices shall be in writing and shall be delivered in person, by electronic means which produces a paper record (faxed, emailed) or sent by registered or certified mail, postage fully prepaid, with a copy sent by ordinary mail. The following addresses fax numbers and email addresses shall be used for each party for these purposes:
TO: TELECLASS INTERNATIONAL SERVICES INC.
C/O Rebecca Hanson
President, TeleClass International
207D - 1115 Craigflower Rd.
Victoria, BC V9A 7R1
Canada
Phone: 250.472.1947
Toll Free: 866.472.1949 (from N. America)
Fax No. 561.828.3786
Email Address:
Rebecca@TeleClassInternational.com