Brightmark Inc. (the “Company”) owns, operates and runs several salesforce training courses (the “Course”). By enrolling in any Course, you accept and agree to these Terms of Service. If you are purchasing this Course for use by another, these Terms of Service govern both you and those individual(s) who enroll in the Course (collectively, “You”). You agree to be bound by these Terms of Service which is an agreement between the Company and You.

These Terms of Service, together with any course enrollment form or any other document that incorporates these Terms of Service by reference or by attachment, form the terms and conditions relating to the course identified on the Course Enrollment Form (that Course and these Terms of Service together shall be referred collectively as “Terms”).

The acceptance of the Course Enrollment Form creates an agreement between You and the Company. If You are a corporate entity, if any of your employees, contractors, agents, and affiliates use the Course, they/it shall be bound to these Terms and You represent that You the authority to bind them.

Interpretation

1. Headings. Headings of sections are inserted for convenience of reference only and do not affect the construction or interpretation of these Terms.
2. “Includes” or “Including”. Where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”.
3. No Strict Construction. The language used in these Terms is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
4. Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
5. Time Periods. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day. “Business Day” means every day except Saturday, Sunday and any statutory holidays in the province of Ontario.
6. “Written” or “in writing”. Unless expressly stated otherwise, where any notice, demand, consent or communication is required “in writing” or in written form, either Party may provide such notice, demand, consent or communication in written form and delivered by courier, registered mail or e-mail.

Responsibilities

Brightmark shall provide access to your respective Course, which shall have a term and duration as indicated in that Course’s course description. You will be provided with a participant’s guide for your respective Course and shall be given the opportunity to join and enroll in office hour sessions following completion of the Course in order to ask any follow-up questions.

You agree that you will only use Brightmark products and services for lawful purposes and that you shall not use such products or services, whether alone or in connection with other software, hardware, or services, for any unlawful or harmful purpose. You agree to indemnify Brightmark in the event that you and/or your business violate any law and a claim is threatened or asserted against Brightmark as a result.

Enrollment Fee

The Enrollment Fee and payment schedule and terms for the Course is stated in the applicable Course Enrollment Form.

Minimum and Maximum Enrolment

The Company reserves the right to set a minimum and maximum enrolment number in any Course. Individuals will be enrolled into the Course on a first come first serve basis. If a Course is full or does not have enough participants, the Company reserves the right to enroll You in similar Course at a later date or refuse service and provide a full refund.

Class and Curriculum Changes

The Company reserves the right to change the time and/or location at which the Course is administered and/or method in which they provide the Course at any time. The Company also reserves the right to change the Course curriculum or materials at any time, provided that such change does not materially degrade the value of the Course. The Company will notify any individuals affected by any such changes.

Term and Termination

1. Course Term. The term of each Course shall be stated in the applicable Course Enrollment Form and course description.
2. Termination for Breach. If either party materially breaches these Terms, which breach remains uncured for fifteen (15) days after providing written notice detailing the breach to the breaching party, the other party may terminate the applicable Course Enrollment Form.
3. Termination by the Company. In addition to any other right of termination provided to the Company in these Terms, if the Company is unable to make the Course available to an individual, it may terminate the applicable Course Enrollment Form by providing that individual with thirty (30) days’ written notice.
4. If the Course Enrollment Form is terminated as a result of a breach by You or You cancel your enrollment in accordance with the Course Enrollment Form, all Enrollment Fees paid to date shall be released to the Company and the Company shall not issue and refund.
5. If the Course Enrollment Form is terminated pursuant because of the Company’s breach of the Course Enrollment Form or because the Company cannot offer the Course, an individual’s sole remedy shall be the refund of any Enrollment Fees paid to the Company under that applicable Course Enrollment Form.
6. Any individual enrolled in the Course may cancel their enrolment in the Course at any time by sending a notice of cancellation to info@brightmark.ca. No notice of cancellation will be accepted as valid unless so delivered to Brightmark. You will receive a full refund of the enrolment fee if such notice of cancellation is received seven (7) days prior to commencement of the Course. There will be no refund offered to You if such notice of cancellation is received after that time period. If You were to provide notice of cancellation within one (1) week of the Course commencing, You will be offered a credit to take the Course during a following session.

Materials Provided

The enrolled individual is responsible for procuring any and all products, services, and materials required for participating in the Course (the “Required Materials”), including but not limited to any books, stationary, computers, and internet access. For greater certainty, the Required Materials includes any materials as determined by the Company from time to time. The provision of any Required Materials does not form part of the consideration flowing from the Company to You in exchange for payment of the Enrolment Fee by You.

Client Code of Conduct

The Company reserves the right to refuse service to any individual whom the Company deems at its sole and absolute discretion to have exhibited untoward behaviour, including but not limited to being:

1. disruptive to the learning environment or other individual enrolled in the Course;

2. a threat to the safety of other individual enrolled in the Course or faculty; or

3. in violation of the intellectual property of the Company or any other entity.

Where the Company exercises its right to refuse service to any individual for any of the above listed reasons, there will be no refund offered to You. Where refusal of service occurs for any other reason, the Company reserves the right to determine the amount to be refunded, if any, at its sole and absolute discretion.

No Guarantee of Success

Every individual or business is different, employing different strategic approaches and organizational structures and offering different products and services. Therefore, individual results will vary from user to user based on a variety of factors unique to you.

Brightmark does not promise, guarantee, or warrant your personal or business success. You understand and acknowledge that Brightmark will not at any time provide sales leads or referrals to you or your business. You should enroll in the Course with the understanding that using the information and services purchased will take varying lengths of time and effort and may be more applicable in some situations and less in others. Brightmark does not offer any medical, tax, accounting, financial, or legal advice.

Any and all instruction, opinion, advice, or information made available as part of the Course or by the Company is for general educational purposes only. The Company does not provide any representation, warranty, or guarantee to You that You will achieve any level or degree of success in any test or examination whatever. The Company further does not provide any representation, warranty, or guarantee to You that You will become a Salesforce Administrator or obtain the certification of Salesforce Administrator Certification.

Limitations of Liability

Except where otherwise inapplicable or prohibited by law, in no event shall Brightmark or any of its officers, directors, shareholders, employees, independent contractors, and/or agents be liable for any indirect, special, incidental, exemplary, consequential, punitive, or any other damages, fees, costs, or claims arising from or related to these Terms, including, the Privacy Policy and Confidentiality Policy, the Course, your or a third party’s use or attempted use of any services or product, regardless of whether Brightmark has had notice of the possibility of such damages, fees, costs, or claims. This  includes, without limitation, any loss of use, loss of profits, loss of data, loss of goodwill, cost or procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages. This applies regardless of the manner in which damages are allegedly caused, and on any theory of liability, whether for breach of contract, tort, warranty, or otherwise.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Brightmark, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the products or services, (2) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties provided by you in this Agreement, or (3) your violation of any law or the rights of a third-party.

In no event shall Brightmark’s liability to You, if any, exceed the amount paid by You to Brightmark for enrolment in the Course or Two-Thousand Dollars ($2,000.00), whichever is greater.

No Liability for Third Party Products and Services

The Company is not liable or responsible for any products or services, including those required to be purchased for use in the Course, produced by any third party. The Company makes no representation, warranty, or guarantee as to the truth or accuracy of any information contained, espoused, suggested, set out, or otherwise communicated in or by such products or services. The Company does not endorse or vouch for any such products or services. The Company is not liable or responsible for any acts or omissions of any third party. If You purchase or use any products or services produced by any third party, You do so at your own risk.

In consideration for the enrolment of You into the Course, You agree to: (i) release the Company from any cause of action that may arise from the purchase or use of any products or services produced by any third party, and (ii) indemnify and hold harmless the Company from any claims, damages, loss, liability, charges, and costs (including all legal costs) that may arise as a result of the purchase or use of any products or services produced by any third party.

These Terms apply in addition to any terms and conditions imposed by any third party as a result of any third party materials being used in the Course by You.

Intellectual Property

The Course is owned by the Company. You may not enroll in or use the Course for the benefit of any competitor of the Company. The Course may not be shared, reproduced, re-published, modified, transferred, recorded, or distributed in any way without prior written consent from the Company. Any third party content used as part of the Course belongs to such third parties and their respective licensors.

All aspects of our website and the Course are protected by Canadian copyright, trademark, and other intellectual property laws, including, but not limited to, all content, information, design elements, text material, logos, trade names, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the website or provided through the Course may be copied, reproduced, distributed, republished, uploaded, displayed, presented, posted, or transmitted in any way whatsoever without the prior written consent of Brightmark. Any Brightmark trademark, trade name, and logo are proprietary marks of Brightmark, and the use of those marks is strictly prohibited. Nothing herein gives you any ownership rights in or the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Brightmark.

Subject to your continued strict compliance with these Terms, Brightmark provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the website and Course materials. You acknowledge and agree that you do not acquire any ownership rights in any Brightmark materials protected by intellectual property laws.

You agree not to use or attempt to use the website, Course, or Course materials, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Brightmark. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the website or through use of any software or hardware provided by Brightmark.

In order to prevent or limit irreparable injury to Brightmark, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Brightmark or a third-party, Brightmark shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Ontario, Canada, restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Brightmark from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Ontario, Canada for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.

Submitted Content

Any person who submits any comment, testimonial, photo, or any other content whatever (“Submitted Content”) to the Company in, on, or through any platform or medium whatever, grants the Company an irrevocable, royalty-free, perpetual, and transferable license to use, modify, publish, display, and sub-license that Submitted Content, in whole or in part, in any format and on any platform either not known or hereinafter invented, and to associate such Submitted Content to the name and/or likeness of that person.

Any person who submits any Submitted Content to the Company is solely responsible for that Submitted Content and warrants that it does not infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary or privacy right of any party or individual. By submitting any Submitted Content to the Company, the person making such submission agrees to indemnify and hold harmless the Company from any claims, damages, loss, liability, charges, and costs (including all legal costs) however arising in relation to the Submitted Content.

General

1. Entire Agreement. These Terms constitute the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between the Parties. The Parties expressly disclaim any reliance on any and all communications, discussions, proposals and/or agreements (verbal or written) between the Parties.  Except as expressly provided herein, there are no other representations, warranties, conditions, other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect these Terms.

2. Severability. If any provision of these Terms is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Terms, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the Parties hereto and has like economic effect.

3. No Assignment. Except as expressly permitted in these Terms, You may not assign, transfer or sub-license any of its rights without the written consent of the Company.

4. No Waiver. Either Party’s failure to enforce any provision or right in these Terms will not be construed as a waiver of any such provision or right. Waiver of any provision or right must be specifically in writing by the waiving Party. Except as expressly stated in the written waiver, a Party’s waiver shall not operate or be construed as a continuous waiver to such provision or right.

5. Changes to Agreement. Brightmark reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Policy or Confidentiality Policy by posting updates and changes (including by links) to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or Course following the posting of any changes to the Agreement constitutes acceptance of those changes.

6. Choice of Law and Forum. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of laws principles, and the laws of Canada applicable therein.

7. Survival. Those sections dealing with Scope, Term, Termination, No Guarantee of Success, Limitation of Liability, No Liability for Third Party Products and Services, Intellectual Property, Confidentiality, Privacy Policy, and the General terms shall survive and remain in full force and effect following any termination or expiration of these Terms.