Terms & Conditions
TERMS and CONDITIONS OF USE
Updated: August 2020
By entering, accessing or using our website in any way, you agree to comply with all of our Terms and Conditions. In addition, when you book any services and products from us, you will do so subject to the Terms and Conditions on this page and in accordance with the information on the Refund and Cancellations page, with specific reference to Trainings, Workshops and Seminars. By proceeding with a booking, you acknowledge that you have read and understood all of these Terms and Conditions and agree to be bound by them. These Terms and Conditions may vary from time to time. You accept that you are bound by the terms and conditions current at the time when you book.
Our Limited License to You: This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal non-commercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorised by us. More specifically, unless explicitly authorised in these Terms of Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.
Your License to Us: By posting or submitting any material (including, without limitation, comments, blog entries, photos and videos) to us via the Site, you are representing that:
You are the owner of the material, or are making your posting or submission with the express consent of the owner of the material;
You are thirteen years of age or older.
In addition, when you submit or post any material, you are granting us, and anyone authorised by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorised by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.
You acknowledge that Company has the right but not the obligation to use and display any postings or contributions of any kind and that Company may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.
Limitations on Linking and Framing: You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your site by us or by the Site. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another Site or other service any of our material, content or intellectual property.
Coaching Confidentiality: You recognise that in our work together, you may divulge goals, future plans, business affairs, job information, personal and other such private information. We will not, at any time, either directly or indirectly, voluntarily use any such information for our own benefit or disclose this information to a third party. We will not voluntarily disclose that you are in a coaching relationship without your permission.
Data Mining: The automated and/or systematic collection of data from this website is prohibited.
Legal: This Agreement shall be governed by and construed in accordance with the laws of England and Wales without giving effect to any principles or conflicts of law. Any cause of action or claim you may have with respect to the Service must be commenced within 100 days after the claim or cause of action arises or such claim or cause of action is barred. ayodeleokolade.com’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. ayodeleokolade.com may assign its rights and duties under this Agreement to any party at any time without notice to you.
By entering this Site or purchasing or using opt-in gift, e-mails, videos, social media, the blog, Trainings, live events, consultations, programs, products and/or services, from or related to Ayodele O Kolade Ltd., ayodeleokolade.com, you are agreeing to accept all parts of this Disclaimer. Thus, if you do not agree to the disclaimer below, STOP now, and do not use our Site, e-mails, videos, social media, blog, programs, products or services or anything you have purchased or experienced through us (collectively “Site, Programs, Products and Services”).
This site and the products offered on this site are not associated, affiliated, endorsed, or sponsored by Facebook, nor have they been reviewed tested or certified by Facebook.
For educational and informational use only: The information provided in or through our Site, Programs, Products and Services is for educational and informational purposes only, and is made available to you as self-help tools for your own use.
Not Legal or Financial Advice: The information contained in our Site, Programs or Services is not intended to be a substitute for legal or financial advice that can be provided by your own attorney, accountant, and/or financial advisor. Although care has been taken in preparing the information provided to you, we cannot be held responsible for any errors or omissions, and we accept no liability whatsoever for any loss or damage howsoever arising. The law varies by state and country, and it is constantly changing, and therefore it affects each individual and business in different ways. As a result, it is recommended to seek outside financial and/or legal counsel relating to your specific circumstances as needed. You are hereby advised to consult with your tax consultant, accountant or lawyer for any and all questions and concerns you have, may have, or hereafter have regarding your own income and taxes, and any and all information presented by our Site, Programs or Services pertaining to your specific financial and/or legal situation.
Not Medical, Mental Health, or Religious Advice: The information provided in or through our Site, Programs, Products and Services is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your own Medical Provider (including doctor/physician, nurse, physician’s assistant, or any other health professional), Mental Health Provider (including psychiatrist, psychologist, therapist, counsellor, or social worker), or member of the clergy. Therefore, do not disregard or delay seeking professional medical, mental health or religious advice because of information you have read on this Site or received from us. Do not stop taking any medications without speaking to your own Medical Provider or Mental Health Provider. If you have or suspect that you have a medical or mental health problem, contact your own Medical Provider or Mental Health Provider promptly.
Guarantees of Results: Your success depends primarily on your own dedication, effort, commitment, and follow-through. You accept and understand that results differ by each person. As with any personal development-related program or service that you purchase, your results may vary, and will be based on many variables. We make it explicitly clear here that the results that are guaranteed by Us is under the understanding that during the process of Coaching that you will go through, you agree to do everything asked of you, without deviation from the instructions given during the Coaching session and afterwards in emails and conversations. The instructions may also be given in the Tasking that you receive as part of your Coaching program. If there is any deviation from the instructions set, NO GUARANTEE will be in place and the guarantee will become null and void.
The Guarantee of results is dependent upon you having a Coaching Session at least once per month for the duration of the programme that you have signed up for, and the programme that you have signed up for must specifically state that the agreed upon results are guaranteed, for example, the EMC2 Personal Mastery Transformation Programme® Any deviation from having at least one (1) Coaching Session per month will make the Results Guarantee null and void.
Any earnings or transformation statements or examples shown through our Site, Programs, Products and Services are only estimates of what might be possible for you. There can be no assurance as to any particular personal outcome based on the use of our Site, Programs, Products or Services until a conversation has been had and the guaranteed outcome agreed upon. You agree that we are not responsible for your success or failure or any other result of any kind that you may have as a result of information presented to you through our Site, Programs, Products and Services. You are solely responsible for your results and if you enter into a Coaching relationship with us you will be guided through the process and you must do the work to achieve the results you desire.
Personal Responsibility: Our Site, Programs, Products, and Services aim to accurately represent the information provided. You are acknowledging that you are participating voluntarily in using our Site, Programs, Products, and Services, and you alone are 100% solely and personally responsible for your results. You agree to use your own due diligence and judgment before applying any recommendation or advice that you may receive on or through our Site, Programs, Products and Services. You acknowledge that you take full responsibility for your health, life and well-being, as well as the health, lives and well-being of your family and children (where applicable), for all decisions now and in the future.
Testimonials: This Site presents real world experiences, testimonials, and insights about other people’s experiences for purposes of illustration only. Each client or individual has approved these testimonials, examples, and photos for use in materials to speak to our Programs, Products and/or Services, but they are not intended to represent or guarantee that current or future clients will achieve the same or similar results. Rather, these client stories represent what is possible with our Programs, Products and/or Services.
Assumption of Risk: Company is not responsible for your personal choices or actions before, during or after use of our Site, Programs, Products and Services. You understand that any mention of any suggestion or recommendation on or through Site, Programs, Products or Services is to be taken at your own risk, with no liability on our part, recognising that there is a rare chance that illness, injury or even death could result. You accept full responsibility for the consequences of your use, or non-use, of any information provided by us through any means whatsoever. Your use, or non-use, of this information is at your own risk, and you absolve us of any liability or loss that you, your business, or your family or children (if applicable) or any other person, may incur from your or their use, or non-use, of the information provided.
Limitation of Liability: UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING ITS MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES/COUNTRIES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE/COUNTRY LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS.
THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND COMPANY MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.
Errors and Omissions: Although every effort is made to ensure the accuracy of information shared on or through our Site, Programs, Products and Services, the information may inadvertently contain inaccuracies or typographical errors. We are not responsible for the views, opinions, or accuracy of facts referenced on or through our Site, Programs, Products and Services or those of any other individual or Company affiliated with us in any way. Every effort has been made to present you with the most accurate, up-to-date information, but because business and technology is constantly evolving, we cannot be held responsible for the accuracy, errors or omissions related to our Site, Programs, Products or Services.
Limited Warranties: THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY COMPANY AND ANY THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND UNLESS EXPLICITLY STATED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNLESS EXPLICITY STATED WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALTHOUGH WE MAKE IT A PRIORITY TO ENSURE, WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, INCLUDING BULLETIN BOARDS, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THIS SITE OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.
Third Parties: Throughout the Site, we may provide links and pointers to Internet sites maintained by third parties. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on Sites linked to by us on the Site.
If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not Company. Neither Company nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, Company neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites by anyone other than an authorised Company representative while acting in his/her official capacity.
You agree at all times to defend, indemnify and hold harmless Company and its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to your breach of any obligation, warranty, representation or covenant set forth herein.
No Endorsement. Reference or links in Site, Programs, Products or Services to any other individual’s, business or entity’s information, opinions, advice, programs, products or services do not constitute our formal endorsement. Company is not responsible for the Site content, blogs, e-mails, videos, social media, programs, products and/or services of any off-site web pages, companies or persons linked or referenced in my Site, Programs, Products or Services.
Online Commerce: Certain sections of the Site may allow you to purchase many different types of products and services online that are provided by third parties. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant on the Site or on a site linked to by the Site, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Site, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s Site and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties through the Site.
Your participation, correspondence or business dealings with any third party found on or through our Site, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Company shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.
Passwords: To use certain features of the Site, you will need a username and password, which you will receive through the Site’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorised use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.
Refund Policy: Your purchase of a product or service or ticket to an event may or may not be eligible for any refund. Each specific product, service, event or course will specify its own refund policy. The Refund and Cancellation Policy for the Advanced NLP Practitioner Training and other Workshops, Trainings and Seminars can be found here. The Refund policy for Coaching forms part of the Coaching Client Contract Terms and Conditions outlined below.
COACHING, TRAINING AND LIVE EVENT CONTRACT TERMS AND CONDITIONS – Ayodele O Kolade LTD
By clicking “I Agree,” emailing your statement of agreement, entering your credit or debit card information, transferring funds, purchasing in any other method of transaction or otherwise enrolling, electronically, verbally, or otherwise, you (“Client”) agree to be provided with services by Ayodele O Kolade LTD acting on behalf of Ayódele O Kolade (“Company”), and you are entering into a legally binding agreement with the Company subject to the following terms and conditions:
(A) Upon execution of this Agreement, electronically, verbally, or otherwise, the Company agrees to render services related to education by means of seminar, training, consulting, coaching, and/or business coaching (the “Program”).
(B) The terms of this Agreement shall be binding for any further goods/services supplied by Company to Client.
(C) Parties agree that the Program is in the nature of coaching and education.
(D) The scope of services rendered by Company pursuant to this contract shall be solely limited to those contained therein and provided for on Company’s website as part of the Program.
(E) Company reserves the right to substitute services equal to or comparable to the
Program for Client if reasonably required by the prevailing circumstances.
(F) Any sessions that are not rescheduled or cancelled giving 48hrs notice are forfeited unless there is an emergency situation.
(A) Client agrees to pay fees to the Company according to the payment schedule set forth on Company’s website, or otherwise provided to Client, and the payment plan selected by Client (the “Fee”).
(B) Company shall charge a 5% (five percent) late fee on all outstanding balances not paid by the date or dates as agreed between the parties.
(A) Upon execution of this Agreement, Client agrees to pay to Company the full amount of the Fee.
(B) All sales are final.
(C) If Client cancels attendance at, or participation in, the Program for any reason whatsoever, Client will not be entitled to receive a refund.
(D) If Company is unable to render a portion of the Program as agreed and no suitable rescheduling is able to be arranged, then a refund of that portion only of the Program will be made to client.
CHARGEBACKS AND PAYMENT SECURITY
(A) To the extent that Client provides Company with credit/debit card(s) information for payment on Client’s account, Company shall be authorised to charge Client’s credit/debit card(s) for any unpaid charges on the dates agreed.
(B) If Client uses a multiple–‐payment plan to make payments to Company, Company shall be authorised to make all charges at the time they are due and not require separate authorisation in order to do so. Client shall not make any chargebacks to Company’s account or cancel the credit/debit card that is provided as security without Company’s prior written consent.
(C) Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit/debit card information provided to Company without notifying Company in advance.
NO RESALE OF SERVICES PERMITTED
(A) Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program.
(B) This agreement is not transferrable or assignable without the Company’s prior written consent, where such consent may be withheld at the Company’s absolute discretion.
NO TRANSFER OF INTELLECTUAL PROPERTY
(A) Company’s copyrighted and original materials shall be provided to the Client for his/her individual use only and with a single–‐user, non–‐transferable, revocable license.
(B) Client agrees that he/she will not use any of the Company’s intellectual property, including without limitation, the Company’s copyrighted and original materials, for Client’s business purposes.
(C) Client shall not be authorised to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written consent of the Company.
(D) All intellectual property, including Company’s copyrighted course materials, shall remain the sole property of the Company.
(E) No license to sell or distribute Company’s materials is granted or implied by the enrolment or by the payment of any fees.
LIMITATION OF LIABILITY
(A) By enrolling in the Program and using Company’s services, Client releases Company, its officers, employees, directors, affiliates and related entities from any and all damages that may result from the provision of the services to the Client.
(B) The Program is an educational/coaching service only.
(C) Client agrees that he/she accepts any and all risks, foreseeable or unforeseeable, arising from such services.
(D) In any event, if Company is found to be liable, Company’s liability to Client or to any third party is limited to the lesser of:
(I) The total fees Client paid to Company in the one month prior to the action giving rise to the liability; or
(II) £1000. Whichever is the lesser.
(E) All claims against Company must be lodged within 100 days of the date of the cause of action arising or otherwise the right of action is forfeited.
(F) Client agrees that Company will not be held liable for any damages of any kind resulting or arising from the provision of the services including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services or enrolment in the Program.
(G) Client agrees that he/she uses Company’s services at Client’s own risk.
DISCLAIMER OF GUARANTEE
(A) Client accepts and agrees that she/he is entirely and solely responsible for her/his progress and results from the Program.
(B) Client accepts and agrees that Company cannot control the Client’s responses to the provision of the services under this Agreement.
(C) Company makes no representations or guarantees whatsoever regarding performance of this Agreement other than those specifically stated herein.
(D) Company and its affiliates disclaim the implied warranties of titles, merchantability, and fitness for a particular purpose.
(E) Company makes no guarantee or warranty that the Program will meet Client’s requirements or that all clients will achieve the same or similar results unless every instruction given to the Client is followed exactly. The results are dependent upon the Client’s ability to follow instructions and any deviation from those instructions will nullify the guarantee.
(A) To the extent that Client interacts with Company staff and/or other Company clients, Client agrees to behave, at all times, courteously and respectfully.
(B) Client agrees to abide by any Course rules and/or regulations presented by Company.
(C) The failure to abide by Course rules and regulations shall be a material breach of this Agreement and therefore sufficient cause for immediate termination of this Agreement by Company.
(D) In the event of such termination, Client shall not be entitled to refund of any amounts paid and shall remain responsible for all outstanding amounts of the Fee.
USE OF COURSE MATERIALS
(A) Client consents to recordings being made of courses and the Program.
(B) Company reserves the right to use, at its sole discretion, course materials, videos and audio recordings of courses, and materials submitted by Client in the context of the course(s) and the Program for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client.
(C) Client consents to his/her name, voice, and likeness being used by Company for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client or need for further agreement by Client.
NO SUBSTITUTE OF MEDICAL TREATMENT AND DISCLAIMER
(A) Client agrees to be mindful of his/her own health and well-being during the provision of any services and to seek appropriate medical treatment (including, but not limited to, psychotherapy) if needed.
(B) Company does not provide, and does not hold itself out as providing, medical, therapy, or psychotherapy services.
(C) Company is not responsible for any decisions made by Client as a result of the Coaching and any consequences thereof.
(D) As stated in the Client Disclosure and Agreement document, Company does not offer those services offered by a licensed Medical Doctor, Psychologist, Psychiatrist, Master in Family Therapy (MFT) or Master in Social Work (MSW).
(E) If any issues pertaining to the need to consult any of the above professionals arise during the course of the Client using Company services, it is the Client’s responsibility to seek appropriate professional and/or medical support.
(A) In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due here under shall be immediately due and payable.
(B) Company shall be allowed to immediately collect all sums due from Client and to terminate this Agreement without providing further services to Client.
(C) In the event that Client is in arrears of payments to Company, Client shall not be permitted to use or receive any of Company’s services or to participate in any Program.
(A) The term “Confidential Information” shall mean information which is not generally known to the public relating to the Client’s business or personal affairs.
(B) Company agrees not to disclose, reveal or make use of any Confidential Information of Client, during discussion with Client, the coaching session with Company, or otherwise, without the written consent of Client.
(C) Company shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.
(A) In the event that a dispute arises between the Parties then the Parties agree and accept that they will negotiate in good faith to settle such dispute. If, after a reasonable period of negotiation, the dispute is not settled then either party may commence further action in the venue stated below.
(B) 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.
(A) Client shall defend, indemnify, and hold harmless Company, Company’s shareholders, trustees, affiliates, employees, subcontractors and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, lawyer’s/attorney’s fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the service(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or wilful misconduct by Company, or any of its shareholders, trustees, affiliates, employees, subcontractors and successors.
(B) Client shall defend Company in any legal actions or the like arising from or related to this Agreement where such action brought by a third party for or on behalf of Client.
(C) Client recognises and agrees that all of the Company’s shareholders, trustees, affiliates, employees, subcontractors and successors shall not be held personally, individually or collectively, responsible or liable for any actions or representations of the Company.
In the event of any conflict between the provisions contained in this Agreement and any materials used by Company, Company’s representatives, or employees, the provisions of this Agreement shall prevail.
CHOICE OF LAW
(A) This Agreement shall be governed by and construed in accordance with the laws of England and Wales without giving effect to any principles or conflicts of law.
(B) Subject to clause 14 above, the parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in Great Britain which arbitration shall be binding upon the parties and their successors in interest.
(C) The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non–‐prevailing party.
(A) 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.
(B) This Agreement may be modified only by an instrument in writing duly executed by both parties.
The ownership, non–circumvention, dispute resolution, 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, for any reason, of this Agreement.
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.
(A) Upon execution by purchasing, clicking “I agree,” or emailing a statement of agreement, or signing below, or on the reverse of this document, the Parties agree that any individual, associate, and/or assign shall be bound by the terms of THIS AGREEMENT.
(B) A facsimile, electronic, or emailed executed copy or acceptance of this Agreement, with a written or electronic signature or statement confirming that these Terms and Conditions have been read and agreed upon, shall constitute a legal and binding instrument with the same effect as an originally signed copy.