Legal Terms & Conditions

Please read these terms of service carefully as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions.

Last Updated: 14 August 2017 (2200 hrs)

This Training Provider contract (“Contract”) is entered into by Training Seeker Inc. (TrainingSeeker) and You and contains the terms and conditions on which TrainingSeeker may make Rate Plans provided hereunder available for booking by customers through the TrainingSeeker System.

1. Term. The term of this Contract begins upon You clicking to agree to the Terms on the TrainingSeeker system (the “Effective Date”) and will remain in effect unless terminated by either You or TrainingSeeker by giving at least fourteen (14) days’ prior written notice to the other, or terminated as otherwise provided in the Contract.

2. HC Terms and Conditions.

a.     By agreeing to this Contract, You acknowledge that You have received, or been provided access to, and read a copy of the Training Provider Terms and Conditions. You may also access a copy of the Training Provider Terms and Conditions at: www.trainingseeker.com/provider-terms

b.    This Contract and the Training Provider Terms and Conditions are referred to collectively as the Contract.

3. Compensation. The Compensation Percentage shall be a total of 11.5% (to include Stripe payment processing fee and HST) for Training Courses booked by customers on www.trainingseeker.com

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TRAINING PROVIDER TERMS AND CONDITION


A. Bookings


1.               Compensation. For each Booking, TrainingSeeker will be entitled to compensation (the “Compensation”) equal to the Compensation Percentage of the Training Course Price.

2.               Bookings. For each Booking, TrainingSeeker will act as a facilitator of such booking. TrainingSeeker will be responsible for collecting the relevant Training Course Price and Taxes directly from customers at the time of booking. For each Booking, You will pay to TrainingSeeker the Compensation in the manner described in Section A.3. Such amount is exclusive of any applicable Taxes which shall additionally be payable by You to TrainingSeeker. The Compensation shall be paid to TrainingSeeker in cleared funds, without any deduction or set-off, and exclusive of and without any deduction for, or on account of, any taxes, imports, duties, charges, fees or withholdings of any kind. In the event that You are required to make such a deduction or withholding, You agree that the Compensation will not be less than the Compensation that TrainingSeeker would have received had no deduction or withholding been required.

3.               Payments for Bookings. TrainingSeeker will deposit funds for Bookings to You through TrainingSeeker’s then-current payment system. You agree that payment for all Bookings shall be due upon the completion of training. You agree not to use a third party to process payments for Bookings on your behalf without TrainingSeeker’s consent and TrainingSeeker may implement a fee in respect of any such use of a third-party payment processor. TrainingSeeker also may contact customers to confirm the accuracy of any documentation submitted by You in connection with any such notice. TrainingSeeker reserves the right to make changes or updates to its payment processing system, payment methods and/or payment requirements at any time.

4.               Compensation. The Parties acknowledge and agree that the Compensation agreed for any Booking made under this Contract adequately covers any marketing, IT and any other costs and expenses incurred by TrainingSeeker in the ordinary Training Course of its business in relation to its facilitation of such Bookings in accordance with the provisions of this Contract. The Parties further acknowledge that TrainingSeeker will not incur any exceptional and/or additional expenditure relating to procuring any Bookings for your Training Courses without your prior agreement to reimburse TrainingSeeker fully for any such exceptional and/or additional expenditure, e.g. in relation to any third-party marketing costs to be incurred by TrainingSeeker specifically in connection with the promotion of your Training Courses. The Parties agree that the Compensation may be increased at your discretion.


B. General Terms


Training Courses, Seats Available, and Rates

1.               Training Courses and Seats Available. You agree that You will display on and booking through the TrainingSeeker System for each date capable of being booked during the Term. Adjustments Training Courses and seats available may be made as permitted by logging into TrainingSeeker as a Partner or as mutually agreed by the parties. In addition, during the Term, You agree that You will at all times make all unbooked Training Courses and Training Course seats available for display on, and booking through the TrainingSeeker System.

2.               Rates. You agree that the Rates and Rate Plans you provide to TrainingSeeker will be equal to or better than those made available through your own or any third-party booking or distribution channels. Any rules, restrictions, policies, and/or conditions (including rules associated with cancellation) applicable to any Training Course that You make available through the TrainingSeeker System shall be no more restrictive than those applicable to any comparable Training Course that You make available through your own or any third-party booking or distribution channels.

 
C. Customer Experience


1.               Customer Experience. You acknowledge that You will not treat any customer that books a Training Course or available seat through the TrainingSeeker System differently than You treat any other customer that books a Training Course through your own or any third-party booking or distribution channels.

2.               Cancellation. You agree that the cancellation and no-show policies You offer through the TrainingSeeker System will be at least as favorable as any cancellation or no show policies offered by You through your own or any third-party booking or distribution channels. Subject to the terms and conditions of Your cancellation policy, TrainingSeeker reserves the right to cancel a Booking at any time. Except as may be made available to You in TrainingSeeker Provider login features, You shall not cancel any Booking and shall not encourage customers to cancel Bookings. Any Booking cancelled by TrainingSeeker and/or a customer will, at TrainingSeeker’s option, be reallocated as an open seat(s) for the date that such Booking is cancelled. If You do not enter your cancellation policy into your Company Profile or Training Course Profile, TrainingSeeker’s default cancellation policy will apply. TrainingSeeker is entitled to the Compensation Percentage of any penalty amounts charged to customers for no-shows, cancellations or similar booking modifications.

3.               Relocations. If You are, or reasonably believe that You will be, unable to honor a Booking, You agree that You will immediately (i) notify TrainingSeeker of such inability, (ii) relocate the affected customer(s) to a comparable Training Course (iii) pre-pay or make other arrangements to cover the charges at such training event in question, and (iv) waive any additional fees or other payments that would otherwise be payable to You by TrainingSeeker or the customer as a result of the Booking. TrainingSeeker reserves the right to perform items (ii) and/or (iii) above directly, in which case You agree to reimburse TrainingSeeker for all expenses (including any Taxes) incurred by TrainingSeeker in securing such alternative arrangements, including applicable charges at the alternative Training Provider and associated relocation costs.

4.               Complaints. You agree to respond to any customer complaints relating to your Training Course in a prompt and reasonable manner. If a customer cancels all or part of a Booking as a result of dissatisfaction with your services, TrainingSeeker may refund some or all of the amounts paid by such customer for such Booking, and You will reimburse TrainingSeeker for any such refunded amounts within thirty (30) days of receipt of written request for reimbursement.

 
D. Loading and Display of Rates and Information


1.     Training Provider Information; TrainingSeeker System. You agree to use TrainingSeeker System to enter or modify all relevant information relating to Rates, availability, applicable Tax rates, Training Provider, Trainer, and Training Course Information, cancellation and no show policies, and/or to modify your account information and notice practices, each to the extent necessary to enable TrainingSeeker to properly display relevant information about your Training Courses and otherwise as permitted or required under this Contract. You acknowledge that You are responsible for the accuracy of all facts and information related to or provided by You that are entered into TrainingSeeker System or displayed on the TrainingSeeker System. You agree to advise TrainingSeeker immediately if any such information (including information related to the Training Provider company or Training Courses) is incomplete or inaccurate.

2.     Rate Information. You authorize TrainingSeeker to calculate on your behalf and in accordance with this Contract, the Rates, Taxes, or other amounts payable, based on information entered by You through the TrainingSeeker System (or otherwise provided by You to TrainingSeeker in a manner acceptable to TrainingSeeker) and any such action by TrainingSeeker to derive such Rates, Taxes, or other amounts on your behalf shall be deemed to be your action, for purposes of this Contract. Notwithstanding the foregoing, You acknowledge that You will immediately notify TrainingSeeker if You believe that TrainingSeeker has incorrectly derived any Rates, fees, charges or other amounts relating to Your Training Courses. You agree to honor all Bookings made during the Term at the Rate in The TrainingSeeker System and at the Training Course Price (together with the relevant Taxes) shown on the TrainingSeeker System at the time such Booking occurred, including Bookings with stay-dates occurring after the expiration or termination of this Contract. You agree to update the Rates, applicable Tax rates, (or the information entered by You necessary for TrainingSeeker to derive them) as necessary and in accordance with this Contract. You agree that your Rates will not unlawfully increase in reaction to the occurrence or threatened occurrence of a Force Majeure Event. You accept that You will not require customers to pay any fees or surcharges relating to their payment process or method (e.g., customers will not be charged any fees or surcharges for credit or debit card payments).

3.     Merchandising; Intellectual Property. You grant TrainingSeeker and its Affiliates the worldwide, nonexclusive, royalty-free, fully paid right and license, in any and all media now known or hereafter discovered or developed, to use, reproduce, distribute and display the Training Provider and Training Course Information for purposes of identifying, promoting, merchandising and/or obtaining Bookings for the Training Provider. In addition, You agree to provide TrainingSeeker reasonable free access to the Training Provider in order to obtain images for purposes of identifying, promoting, merchandising and/or obtaining Bookings for the Training Provider. You represent and warrant that You and/or the Training Provider are the owner or authorized licensee of all Training Provider and Training Course Information and that such content, and TrainingSeeker’s and its Affiliates’ use, reproduction, distribution and display of such content, does not and will not violate the rights of any third party. To the extent Your consent is required for TrainingSeeker to utilize the right and license above, You hereby represent that You have all necessary rights and provide Your consent and agree that Your consent may be shared directly with third parties. Any additional advertising or marketing to be performed for You or the Training Provider shall be governed by TrainingSeeker’s then-standard marketing terms and conditions. TrainingSeeker may remove any Training Provider or Training Course Information, or edit any Training Provider and Training Course Information that TrainingSeeker believes to be inaccurate or inappropriate. This Contract does not grant to You or the Training Provider any ownership interest in, or any express or implied license or right to, any of the Materials or to any software or intellectual property rights owned by or licensed to TrainingSeeker or its Affiliates. The Training Provider and Training Course Information You provide to TrainingSeeker under this Contract will be equal to or better than what You make available through Your own or any third-party booking or distribution channels.

4.     TrainingSeeker Star Class Ratings. Subject to applicable laws and regulations, You agree that (i) TrainingSeeker will make the final determination of the TrainingSeeker star class rating assigned to the Training Provider, and (ii) the TrainingSeeker star class rating assigned to the Training Provider may be changed by TrainingSeeker from time to time in its sole discretion. To the extent You have an officially mandated star class rating, You agree to provide such star class rating, and its source, to TrainingSeeker.

5.     Display; Special Programs and Discounts. Training Courses displayed on the TrainingSeeker System will appear in an order determined by TrainingSeeker in its sole discretion. TrainingSeeker’s determination of the display is based upon and influenced by numerous factors. In addition, You agree TrainingSeeker and/or certain of its Affiliates may also on occasion offer discount pricing for Your Training Courses (e.g., through limited offers of general coupons or limited promotions on fenced channels); provided that (i) any such offers shall be available with respect to a broad number of Training Providers and not limited to the Training Provider and (ii) to the extent You and TrainingSeeker have not agreed otherwise with respect to any particular offer, any such discount will be funded by a reduction to the Compensation otherwise payable by You to TrainingSeeker or retained by TrainingSeeker. At Your request and upon reasonable notice, TrainingSeeker will meet with You to discuss any such offers and Your participation in them. You acknowledge and agree that benefits offered to customers by TrainingSeeker and its Affiliates through their respective loyalty programs or through customer service coupons shall not be a violation of this Contract.

 
E. Operational Matters


1.     Booking Process. TrainingSeeker will provide notice of each Booking processed through the TrainingSeeker System. You will provide TrainingSeeker confirmation of receipt of every Booking notification within forty-eight (48) hours of TrainingSeeker’s notification being delivered to You. You must honor every Booking for which You receive a Booking notification.

2.     Anti-Fraud Cooperation. You acknowledge that You are solely responsible for ensuring that the identification presented by any customer is valid and matches the Booking information provided to You by TrainingSeeker. If a Party believes a Booking may be or is fraudulent, or certain data provided by a customer cannot be verified, then the Parties will work in good faith to address such fraudulent or potentially fraudulent Booking. In the event of a fraudulent or potentially fraudulent Booking, TrainingSeeker may cancel such Booking at any time. You acknowledge that TrainingSeeker nor any of its Affiliates shall not have any liability to You in connection with any fraudulent or potentially fraudulent Booking.

3.     Personal Data and Security. You agree that You have in place and will maintain, or will establish and maintain, adequate security procedures and controls to prevent the unintended disclosure of, and the unauthorized access to or misappropriation of, any personal data or information of any customer. Unless you receive consent directly from the customer, You will not directly or indirectly engage in any solicited or unsolicited marketing, promotional, or similar communications with any customer that has booked a Training Course through the TrainingSeeker System. You will process, store, transmit and access any customer information that includes payment information (including, without limitation, credit card, debit card, or financial account information) in compliance with applicable law including, without limitation, the data security rules of the Payment Card Industry Data Security Standard for protecting credit and debit cardholder information applicable to You, in each case as the same may be amended, updated, replaced or augmented. Upon TrainingSeeker’s request, You will provide evidence that You have established and maintain technical and organizational security measures governing the processing of personal data in accordance with this Section E.3.

4.     Health and Safety. At TrainingSeeker’s request, You agree to promptly provide TrainingSeeker with a copy of your annual operating license and/or similar certificate(s), if any, indicating your compliance with the health and safety obligations required for You to operate legally in the jurisdictions in which You operate. In addition, TrainingSeeker may provide You with a health and safety self-assessment questionnaire from time to time, and You agree to supply the information requested in the self-assessment in a timely manner. Further, You agree to permit any employee of or consultant appointed by TrainingSeeker to carry out health and safety review of the Training Provider. If, as a result of a self-assessment or a health and safety inspection, TrainingSeeker recommends health and safety enhancements or changes for Training Provider, You agree that You will implement such recommendations within a timeframe to be mutually agreed by You and TrainingSeeker. In the event that You fail to comply with Your obligations under this Section E.4, TrainingSeeker may terminate this Contract immediately upon written notice to You.

5.     Taxes. You acknowledge that You are solely responsible for the accuracy of such Tax rate information, the identification of applicable Taxes and any changes to the Tax rates entered into the TrainingSeeker System. You are responsible for accounting to the relevant tax authorities for any Taxes applicable to any amounts received by You in consideration for Your services. The Compensation is exclusive of Tax, and where Tax applies it shall be retained by TrainingSeeker. If requested by TrainingSeeker, You will promptly provide TrainingSeeker with valid Tax invoices in respect of any transactions entered into under this Contract, where Taxes are chargeable under applicable law.

 
F. Miscellaneous


1.     Confidentiality. The Parties agree that any confidential, proprietary, know-how or trade secret information of any Party in any form that is designated as “confidential” or that a reasonable person knows or reasonably should understand to be confidential (“Confidential Information”) will only be used as specifically permitted by the terms and conditions of this Contract. Without the express written consent of the Party whose information will be disclosed, during and after the Term, no Party will disclose or allow the disclosure of any Confidential Information of another Party to any third party, except that a Party may disclose Confidential Information to its employees, directors, agents, independent contractors and consultants on a need-to-know basis, provided that said Party has executed appropriate written agreements with each such individual or entity sufficient to enable compliance with all the provisions of this Section. For the avoidance of doubt, “Confidential Information” includes, but is not limited to, information (i) provided by a customer in connection with any Booking, or (ii) provided by TrainingSeeker or any of its Affiliates, or otherwise obtained by You, in connection with this Contract, including without limitation, the terms and conditions of this Contract. “Confidential Information” does not include any information that (A) becomes publicly available without the receiving Party’s breach of any obligation owed to the disclosing Party, (B) was known to the receiving Party prior to the disclosing Party’s disclosure of such information, (C) became known to the receiving Party from a source other than the disclosing Party where such source did not breach an obligation of confidentiality owed to the disclosing Party, or (D) is independently developed by the receiving Party. A Party may disclose another Party’s Confidential Information if required to do so to comply with a court order or other government demand that has the force of law; provided, that prior to disclosure, the disclosing Party must seek the highest level of protection available and provide the other Party with reasonable notice to seek a protective order. All Confidential Information will remain the exclusive property of the disclosing Party.

2.     Disputes; Other Charges. If a dispute arises with respect to any payment obligation under this Contract, the Parties will work together in good faith to resolve such dispute, and until such dispute has been resolved in a manner satisfactory to the Parties, You will not (i) apply any payment received for any other Booking or invoice to the disputed Booking or invoice, (ii) charge or attempt to charge the customer directly for the disputed amount, (iii) refuse to honor any customer’s Booking, or (iv) take any other action likely to interfere with the fulfillment or enjoyment of any customer’s Booking. You are responsible for any changes or services requested by a customer directly from You and You are solely responsible for collecting from the customer any charges for such changes or services.

3.     Books and Records. Subject to the following sentences, TrainingSeeker’s books and records with respect to this Contract, including without limitation, any information contained in the TrainingSeeker System, or in any email or electronic communication submitted by You or TrainingSeeker, will constitute evidence of the receipt by You of Bookings made by customers through the TrainingSeeker System and the amount of the applicable Compensation. Furthermore, You acknowledge that TrainingSeeker generally has no knowledge of (i) customers’ are actual show or no show customers, (ii) any cancellation notice that may be given by customers directly to You, or whether any such cancellation notice as may be given is sufficient under Your policies to relieve customers (and TrainingSeeker) of all or any portion of the charges otherwise due to You, or (iii) any adjustment that may be negotiated by You directly with customers with respect to reductions in rate, or otherwise. Accordingly, You agree that TrainingSeeker and its Affiliates shall be entitled to rely upon and accept as accurate any information relating to Bookings received by TrainingSeeker from You.

4.     Limitations. (i) TrainingSeeker may, at any time and in its sole discretion, refuse to offer, display, or list for booking any of Your Training Courses made available by You through the TrainingSeeker System. TrainingSeeker makes no representations or warranties regarding the TrainingSeeker System or Your Training Courses, including any temporary or permanent interruption of the operation of the TrainingSeeker System, or with respect to the number, frequency, or type of Training Courses booked through the TrainingSeeker System. Nothing in this Contract constitutes a sale of Training Courses to or by TrainingSeeker. (ii) Except as expressly described in this Contract, to the maximum extent permitted by law, You acknowledge that TrainingSeeker will not be liable for any indirect, special, incidental, or other consequential damages arising out of or relating to this Contract or for any direct or indirect lost profits or revenue or business, or lost or corrupted data or lost anticipated savings or goodwill or reputation, including costs or expenses (including attorneys’ fees and expenses). (iii) Except as expressly described in this Contract, no Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. (iv) Nothing in this Contract shall limit or exclude either party’s liability for fraud, death or personal injury caused by negligence or any other liability which cannot be limited by law.

5.     Representations and Warranties. In addition to any other representations and warranties made by You in this Contract, You hereby represent and warrant that: (i) You have authorized the individual entering into this Contract on Your behalf to take such action on Your behalf, (ii) this Contract constitutes a valid and binding obligation enforceable against You in accordance with its terms, (iii) the performance of your obligations under this Contract will not violate any agreement or obligation between You and any third party, (iv) your performance under this Contract will comply with the terms of this Contract, and (v) You hold all licenses, permits and authorizations required to make your Training Courses available for booking through the TrainingSeeker System and to otherwise comply with your obligations under this Contract.

6.     Insurance. You represent and warrant that You have liability insurance coverage in an amount that is consistent with best industry practice. To the extent permitted by law, You will either (i) name TrainingSeeker as an additional insured on any liability insurance policies on which You pay premiums, and deliver to TrainingSeeker certificates of insurance that verify compliance with the preceding clause, or (ii) provide other evidence of insurance acceptable to TrainingSeeker that indicates that TrainingSeeker will be covered by Your insurance in the event of a claim relating to this Contract. You will cause TrainingSeeker to receive thirty (30) days prior written notice before such insurance is cancelled or expires. No later than ten (10) days prior to the date of cancellation or expiration of an existing insurance policy, You will deliver new certificates (or other evidence) of insurance to TrainingSeeker for any renewal policies. TrainingSeeker may terminate this Contract immediately upon written notice to You if You fail to comply with this Section.

7.     Indemnification. TrainingSeeker agrees, at its expense, to indemnify, defend and hold harmless You and any of your officers, directors, employees, or agents against any third-party claim, action, loss, damage, expense or other liability (including without limitation, attorneys’ fees and expenses) arising from any breach or default by TrainingSeeker under this Agreement, including, without limitation, a breach of any representation, warranty or covenant. You agree, at your expense, to indemnify, defend and hold harmless TrainingSeeker, each of its Affiliates and any of TrainingSeeker’s or any of its Affiliates’ officers, directors, employees, or agents against any third-party claim, action, loss, damage, expense or other liability (including without limitation, attorneys’ fees and expenses) arising from or relating to (i) your Training Courses or services, (ii) the performance of your duties and obligations under this Contract or any breach or default by You under this Contract, including, without limitation, a breach of any representation, warranty or covenant, or (iii) any allegation that TrainingSeeker’s or any of its Affiliates’ use, reproduction, distribution or display of the Training Provider and Training Course Information as permitted under this Contract infringes or misappropriates the intellectual property rights of any third party. You agree to use counsel reasonably satisfactory to TrainingSeeker to defend any indemnified claim, and TrainingSeeker may participate in the defense or settlement of any claim at any time using attorneys selected by TrainingSeeker. You also agree not to consent to the entry of any settlement or judgment without TrainingSeeker’s prior written consent, which consent will not be unreasonably withheld.

8.     Notices. All notices must be in English, in writing, and sent by email or a nationally recognized overnight air courier to the applicable email or physical address indicated below, or such other notice address/fax delivered in a manner permitted by this Section; provided, that TrainingSeeker may also provide notice to You by electronic transmission. Notices are deemed delivered and received (i) if by email transmission, upon successful email transmission, (ii) if by a nationally recognized overnight air courier, upon delivery to TrainingSeeker by such nationally recognized overnight air courier, or (iii) if by electronic transmission, when directed to an email entered into the TrainingSeeker System by You. TrainingSeeker’s notice address/email is: Training Seeker Inc. 175 Longwood Road South, Suite 301A Hamilton Ontario L8P 0A1, Attn: Team TrainingSeeker. Your notice address/email will be Your then-current address/email as entered into the TrainingSeeker System by You.

9.     Assurances. TrainingSeeker reserves the right to recoupment and offset for any amounts owed to TrainingSeeker by You under this Contract or any other agreement between You and TrainingSeeker and/or any of its Affiliates.

10.  Amendment. TrainingSeeker reserves the right to modify and impose new or additional terms and conditions to this Contract at any time. TrainingSeeker will provide written notice of any such changes to the terms in accordance with the notice provisions included in Section F.8 of this Contract. If You do not accept such modifications or new or additional terms and conditions, You may terminate this Contract upon written notice to TrainingSeeker. Your failure to exercise Your right to terminate this Contract within thirty (30) days after notice of any modification or new or additional terms and conditions to this Contract will constitute Your acceptance of such changes. You agree that the termination right provided in this Section F.10 does not apply to updates to the table included in the definition of “TrainingSeeker” or, if applicable to You, to updates to the terms and conditions located at www.trainingseeker.com/termsandconditions. No modification of this Contract by You shall be binding upon TrainingSeeker without its prior written consent.

11.  Governing Law; Venue. This Contract is governed by and shall be construed in accordance with English law without giving effect to any conflict of law principles. Each Party consents to the exclusive jurisdiction of the English courts for all disputes arising out of or relating to this Contract.

12.  Miscellaneous. Each Party will fully comply with all international, federal, provincial, territorial or municipal laws, regulations and treaties applicable to its business and operations. You acknowledge that TrainingSeeker provides bookings for multiple Training Providers, including Your competitors, and that TrainingSeeker has no obligation to disclose any terms relating to TrainingSeeker’s relationship with other Training Providers. This Contract is not intended to and does not create a partnership or joint venture relationship between or among the Parties. A Party’s failure to perform under this Contract, other than the obligations set forth in Section A.3, is excused if the failure results from a Force Majeure Event. A Party whose performance is impaired as a result of a Force Majeure Event shall promptly notify the other Parties. No Party may assign or otherwise transfer in any manner (whether voluntary or involuntary, or by operation of law, sale of securities or assets, merger, reorganization or otherwise) this Contract, or any of its rights or obligations under this Contract, without the other Party’s prior written consent; provided, however, that TrainingSeeker may assign any of its rights or obligations to any of its Affiliates. Any purported assignment in contravention of the preceding sentence will be void and of no force or effect. This Contract is binding upon, and inures to the benefit of, the Parties and their respective permitted successors and assigns. TrainingSeeker may terminate this Contract with immediate effect upon written notice to You should any government regulatory entity or any of its agencies require that TrainingSeeker be investigated, registered or licensed in any form as a result of this Contract. No provision in this Contract may be waived, unless such waiver is confirmed in a writing signed by the Parties. If any part of this Contract is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Contract continues in effect. The language of this Contract will be English and any translation of this Contract into a language other than English will be for reference purposes only. In the event of a conflict of interpretation, the English language will prevail. Except as otherwise agreed upon by the Parties, all payments contemplated under this Contract will be made in Canadian Dollars or a currency selected by TrainingSeeker. Sections A.1-A.4,  any other definitions, and any terms that, expressly state that they survive or by their nature, are intended to survive, will survive termination or expiration of this Contract. This Contract (including any amendments or addenda hereto) is the Parties’ entire agreement respecting the subject matter hereof and supersedes all prior agreements, written and oral, respecting the subject matter.


G. Definitions


“Affiliate” means (a) TrainingSeeker Inc., a Canadian corporation, and any entity that is directly or indirectly controlled by TrainingSeeker Inc. or (b) any third-party that facilitates bookings through the TrainingSeeker System. For purposes of this definition, “control” shall be the beneficial ownership of 50% or more of any class of the voting securities of the relevant entity.


“Force Majeure Event” means an unforeseeable act or event beyond that Party’s reasonable control, such as war, work stoppage, fire, weather events, air carrier interruption, or act of government; provided, that a Force Majeure Event does not include economic hardship, changes in market conditions or insufficiency of funds.


“Materials” means all text, graphics, animation, audio and/or digital video components that reside on or are accessible from or through the TrainingSeeker System.


“Party” or “Parties” means You and TrainingSeeker, individually or collectively, as the case may be.


“Program” means the training services which You will be offering for sale through the TrainingSeeker System;


“Program Information” means all information, including availability information, photographs, trademarks, names, trade names, logos, descriptions, and other content or material (a) provided by You, (b) entered into TrainingSeeker Partner Central by You, (c) displayed or otherwise made available by You on Your website(s) or any third-party or social networking site, or (d) otherwise obtained by TrainingSeeker or any of its Affiliates with Your knowledge and/or consent.


“Program Price” means the amount paid or payable by a customer in respect of the relevant Program, not including any Taxes. For purposes of calculating Standalone Compensation, Program Price also includes applicable Taxes.


“Rate” means the Program Price.


“Standalone Booking” means a booking for a Program made by a customer through the TrainingSeeker System the payment for which You are responsible for charging and/or collecting from the customer.


“Tax” or “Taxes” means value-added tax or any other sales, turnover or transaction-based tax in any country, state or locality.


“Training Course” means a series of lessons or lectures teaching knowledge and skills needed for a particular job or activity.


“TrainingSeeker” means, TrainingSeeker Inc., a Canadian corporation. You agree the foregoing definition may be updated from time to time at TrainingSeeker’s sole discretion, with prior notice to You.


“TrainingSeeker Partner Central” means the TrainingSeeker.com site, a rate sheet, or any other proprietary interface acceptable to TrainingSeeker and utilized by You to enter all Rates, availability, applicable Tax rates, Program and Program Information, cancellation and no show policies, and/or to modify Your account information and preferred payment and notice practices, into the TrainingSeeker System. Use of any proprietary interface will not reduce or otherwise modify Your obligations under this Contract. You agree that any direct connectivity functionality implemented for You shall be governed by the terms and conditions located at www.TrainingSeeker.com/termsandconditions, as updated from time to time by TrainingSeeker.

 
“TrainingSeeker System” means the software, databases, products, and other components that make up the services marketed by TrainingSeeker and/or any of its Affiliates to enable customers to shop for, reserve, book, and/or pay for travel and/or accommodation and related services through a computer, telephone, other interactive device, or other booking channel. Means the website located at www.TrainingSeeker.com, and any replacement or successor of that website, including any web-based or any downloadable form located or accessed on such website, utilized by You to enter all Rates, availability, applicable Tax rates, Program Information and cancellation policies, and/or to modify your account information and preferred payment and notice practices, into the TrainingSeeker System.

“You” means collectively, the Program and, if applicable, the entity managing the Program on behalf of the Program's owner.