Course Participant Contract
Navigating Cultural Differences Online Course
Updated January 2021
This Course Participant Contract (“Agreement”) constitutes a binding contract between you, the individual or entity whose name is listed on the registration (the “Client”) and True North Intercultural LLC (the “Company”). Client and Company are referred to as the “Parties.” This Agreement governs and controls your purchase of the Navigating Cultural Differences course (the “Course”) from the Company. Each of the Parties hereto expressly agrees to the following terms and conditions.
IF PURCHASING A MULTI-SEAT BUNDLE, CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT CLIENT WILL ENSURE THAT EACH PARTICIPANT IS AWARE OF AND COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AS THOUGH EACH PARTICIPANT WERE THE “CLIENT” (OTHER THAN PAYMENT TERMS AND TERMS RELATING SOLELY TO MANAGEMENT OF CLIENT’S OTHER PARTICIPANTS), AND THAT CLIENT WILL BE LIABLE FOR ANY BREACH OF THIS AGREEMENT TO THE FULLEST EXTENT ALLOWED BY LAW.
ACCEPTING THESE TERMS
As the Client, you are entering into a legally binding agreement with the Company, a Minnesota Limited Liability Company, according to the following terms and conditions, when you click “I ACCEPT.” In the event you enrolled in the Course other than through the online registration, you agree that you are entering into a legally binding contract on the earlier of (i) providing payment for the Course and (ii) the commencement of your participation, or in the case of a multi-seat bundle, the participation of one of your designated participants (“Participants”) in the Course.
are incorporated herein by reference, except to the extent of any conflicting terms (see “Entire Agreement” below). Company reserves the right to modify the Policies at any time, and to the extent permitted by applicable law, changes to the policies are effective immediately upon posting on the Company’s website. Client’s continued use of any portion or all of the website and/or Course, following the posting of an amendment to any Policy, means that Client accepts and agrees to such changes.
COMPANY’S PRODUCTS AND SERVICES
The terms of this Agreement shall apply to any additional products or services supplied by Company to Client, unless such products or services are covered by a separate agreement (other than the Policies available on the Company’s website).
The Parties agree that the Course is an online training course focused on intercultural learning, as described on the Company’s website. The Company reserves the right to modify the Course from time to time, in its discretion and without prior notice. In addition, Company reserves the right to cancel the Course and/or substitute services equal to or comparable to the Course for the Client, without prior notice. Upon cancellation of the Course by Company without a comparable replacement, Client will receive a full refund of all amounts paid.
The term “Confidential Information” means information which is not generally known to the public relating to either Party’s business or personal affairs.
CLIENT LICENSE AND OBLIGATIONS; INTELLECTUAL PROPERTY RIGHTS
Any modules, readings, videos, handouts, case studies, syllabi, assessments, guides, and any other documents or information provided by Company (collectively “Course Materials”), the Course, and the Company’s trademarks, are the sole property of the Company or its licensors. No license to sell or distribute all or any portion of the foregoing is granted or implied under this Agreement.
Upon payment in full of the Fee, Client is granted a limited, non-exclusive, revocable, non-transferable, single user, and non-sublicensable right to access the Course and Course Materials for Client’s INDIVIDUAL USE ONLY, or in the case of a multi-seat bundle, for each Participant’s INDIVIDUAL USE ONLY. Such license is expressly conditioned on Client’s continued compliance with this Agreement.
Client is not permitted to, and agrees not to, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, share, distribute, download, store, or transmit all or any portion of the Course or Course Materials, except as expressly permitted by this Agreement. Provided that Client is not in breach of this Agreement, Client (or in the case of a multi-seat bundle, each Participant) is permitted to make one (1) printed physical copy of the Course Materials for such individual’s personal use.
In addition to Client’s other obligations hereunder, Client agrees that:
- To the extent that Client interacts with Company staff, representatives, and/or other participants in the Course, Client agrees to behave professionally, courteously, and respectfully toward such individuals at all times and to comply with all Course rules, as modified from time to time by Company;
- Client will comply with all applicable laws and regulations with respect to the use of the Course;
- Client will treat usernames and passwords as Confidential Information and not to provide Client’s username and/or password information to any other person or entity, other than username and password information designated by Company for use by a particular Participant, and to immediately notify the Company upon becoming aware of any unauthorized use;
- Client will not sell, trade, resell, or use or exploit for any commercial purpose, any login information, or all or any portion of the Course or Course Materials;
- Client is not an individual under the age of 18 and Client will not permit use of the Course or Course Materials by any individual or individuals under the age of 18;
- Client will, in connection with the purchase of a multi-seat bundle, obtain any and all consents from the Participants that are required by law in connection with the transmission of Participant’s information to Company and Participant’s participation in the Course.
To the fullest extent allowed by law, Client agrees that if Company determines that Client or any of Client’s Participants has breached or is likely to breach this provision or any of the other terms of this Agreement, Company has the right to deny the Client and/or Participant(s) access to the Course and to terminate this Agreement. In the event of any termination described in this paragraph, Client is not entitled to a refund of any amounts paid to Company.
To the fullest extent allowed by law, in addition to Company’s rights above and any other termination rights hereunder, upon Client’s failure to pay the Fee or other breach of this Agreement, Company may immediately terminate this Agreement, Client is barred from any use of the Course or Course Materials, and is not entitled to a refund of any amounts paid to Company.
USE OF CLIENT SUBMISSIONS AND OWNERSHIP OF FEEDBACK
Company reserves the right to use, at its sole discretion, any materials submitted by Client as required for participation in the Course for future lecture, teaching, and marketing materials, and other goods/services provided by Company, without compensation to the Client or Client’s prior written consent, so long as Client is not identified or identifiable in such uses.
In addition, the Company welcomes Client feedback, suggestions, and ideas (“Feedback”) about Company’s products and services, including the Course and Course Materials. By transmitting any feedback, ideas, or suggestions, Client agrees that all such Feedback will be the exclusive property of the Company. To the extent Client owns any rights in the Feedback, Client agrees to assign and hereby does assign to Company all right, title, and interest in and to the Feedback. Client agrees to perform all acts reasonably requested by Company to perfect and enforce such rights. Company will reimburse Client for direct out of pocket costs incurred in comply with such requests.
THIRD PARTY LINKS
The Company is not responsible for any third-party links or other third-party materials listed or suggested by the Company, including the content, accuracy of, or opinions expressed therein. The inclusion of any third-party links or materials does not imply approval or endorsement by the Company. If Client leaves the Company’s website to access any third-party sites or materials, such access is at Client’s risk.
The Company’s website, related software, functionality, and/or features, contents, Course, Course Materials (collectively “Course Components”) are subject to various United States export control laws and sanctions Courses. No Course Components may be downloaded or exported by any person or entity that is a national or resident of any country where United States businesses are prohibited from engaging in business and has not been designated a Specially Designated National, Denied Person, or Denied Entity by the United States government. Client represents and warrants, as to Client and each of its Participants, that such person or entity is not located in, under the control of, or a national or resident of any such country or on any such list. Client agrees not to, and to ensure that no person acting through Client, posts or transmits any content which, if viewed or accessed by a party within or outside of the United States, other than as described in the foregoing sentence, would violate applicable United States law. Company makes no representations or warranties that the Course Components are available for use outside the United States, regardless of whether or not they are accessible in a particular location, and accessing them from any location where all or any portion of the Course Components are illegal is prohibited. Those who choose to access the Course Components do so at their own initiative and are responsible for compliance with all applicable laws. Any offer for any product or service and/or information made available by Company is void where prohibited by applicable law.
Client agrees to pay Company the stated fee (the “Fee”) upon registration, unless otherwise agreed in writing, and in all cases prior to the commencement of the Course.
Other than the Company’s income taxes, Client is responsible for all applicable sales, use, transfer, or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, unless a description of such tax and the applicable amount appears on Client’s invoice from Company, and such invoice has been paid in full.
Upon execution of this Agreement, Client is responsible for the full Fee. If Client decides to cancel, not participate, or changes his or her mind, the COMPANY DOES NOT PROVIDE ANY REFUND FOR ANY REASON TO THE CLIENT.
CHARGEBACKS & PAYMENT SECURITY
To the extent that Client provides Company with credit card(s) information for payment of Fee on Client’s account, Company is authorized to charge Client’s credit card(s) for any unpaid charges. Client shall not make any chargebacks to Company’s account. Client is responsible for any fees associated with recouping payment and collection fees associated with the chargeback.
This Agreement, together with the Policies, constitute the entire agreement between the Parties with respect to the Course and any related services provided by Company, and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written. No modification of this Agreement will be effective unless it is set forth in writing and signed by both Parties. In the event of a conflict between this Agreement and any of the Polices, the provisions of this Agreement will prevail unless otherwise required by law. No marketing or other materials used by Company or its representatives are a part of this Agreement.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AGREES THAT THE COMPANY AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM CLIENT’S OR CLIENT’S PARTICIPANT’S PARTICIPATION IN THE COURSE OR POSSESSION OR USE OF THE COURSE MATERIALS, CONTENT, OR INFORMATION ON THE COMPANY’S WEB SITE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.
IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF THE OTHER COMPANY PARTIES BE LIABLE TO CLIENT OR ANY PARTICIPANT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE COURSE, COURSE MATERIALS, OR OTHER INFORMATION ON THE WEBSITE, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER THE COMPANY OR ANY OTHER COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLIENT’S EXCLUSIVE REMEDY, AND THE ENTIRE LIABILITY OF COMPANY, ITS GOVERNORS, MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY WITH COMPANY, THE “COMPANY PARTIES”), IF ANY, FOR ANY CLAIMS ARISING OUT OF THE COURSE, COURSE MATERIALS, OR THIS AGREEMENT, IS LIMITED TO THE LESSER OF (A) THE TOTAL AMOUNT PAID BY CLIENT TO THE COMPANY IN THE THREE MONTHS PRIOR TO THE ACTION OR INACTION GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00).
All claims against the Company arising out of or relating to this Agreement, the Course, the Course Materials, or the website must be filed within one (1) year of the first date of performance or breach under which the claim arose or are otherwise forfeited forever.
To the fullest extent allowed by applicable law, Client agrees to defend, indemnify and hold the Company and each of the other Company Parties, harmless from and against any and all liabilities, claims, damages, and expenses, including reasonable attorney’s fees, arising out of or relating to:
(i) any breach of this Agreement by Client or Client’s Participant(s);
(ii) any violation by Client or Client’s Participant(s) of law or the rights of any third party;
(iii) any materials, information, works, and/or other content of whatever nature or media that Client or Client’s Participant(s) post or share on or through the Course or the Company’s website;
(iv) Client’s or Client’s Participant’s participation in the Course, use of any Course Materials, and use of any services that the Company may provide via the website; and
(v) Client’s or Client’s Participant’s conduct in connection with the Course, the website, or any related services.
The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, Client shall provide the Company with such cooperation as is reasonably requested by the Company.
Client recognizes and agrees that none of the Company Parties shall be held personally responsible or liable for any actions, or representations of the Company.
Any expenses or liabilities that result solely from the gross negligence or willful misconduct of a Company Party, and any other expenses or liabilities which are required to be excluded by applicable law, are excluded from this indemnification requirement.
THIS COURSE AND COURSE MATERIALS ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE COURSE OR THE COURSE MATERIALS ON THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY OF THE COURSE, COURSE MATERIALS, OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED IN CONNECTION WITH THE COURSE AND/OR COURSE MATERIALS, INCLUDING WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW APPLIES TO THIS AGREEMENT.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.
Client assumes the sole risk of making use of the Course and Course Materials. Client agrees that Client (and each other participant) in the Course is solely responsible for progress and results from the Course. Client acknowledges that personal engagement is a vital element of the Course’s success and is beyond the control of the Company. Company makes no representations, warranties, or guaranties regarding the Course or the Course Materials, the results that can be achieved from participating in the Course, or the suitability or completeness of the Course or any Course Materials.
Client acknowledges that the Company’s website, and thus the Course and Course Materials, will not be available on a continual twenty four (24) hour basis, due to upgrading, modification, standard maintenance, and other issues. Company has no liability for any downtime, regardless of the cause of such downtime. The Course and Course Materials may contain errors, omissions, inaccuracies, or outdated information. Further, the Company does not warrant reliability of any statement or other information displayed or distributed in connection with the Course. The Company reserves the right, in its sole discretion, to correct any errors or omissions in the Course or Course Materials. The Company may make any other changes to Company’s website, the Course, Course Materials, and the products, other Courses, services, or prices (if any) described on the Company’s website at any time without notice.
NO THIRD PARTY BENEFICIARY
No third party not a Party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof, provided that this paragraph does not limit Client’s obligation to ensure Participant’s compliance with the terms of this Agreement.
None of the rights or obligations of Client under this Agreement may be assigned or transferred to any other party without Company’s prior written consent.
Notices to the Company may be sent to [email protected] Notices to Client may be sent either to the email address or street address supplied during Client’s registration or as updated in Client’s account information by Client from time to time. Any notices under this Agreement will be deemed delivered on the delivery date if transmitted by email, five business days after the mailing date, if sent by mail, return receipt requested, or two business days after deposit with a commercial overnight carrier, with written verification of receipt.
CHOICE OF LAW AND ARBITRATION
This Agreement is governed by and interpreted in accordance with the laws of the State of Minnesota without giving effect to conflicts of law rules and principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Minneapolis, Minnesota. The arbitration is binding upon the Parties and their successors in interest. To the extent the foregoing arbitration clause is invalid, unenforceable, or contrary to applicable law, then to the fullest extent allowed by law, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be brought exclusively in the state and federal courts located in Hennepin County, Minnesota, and any courts with the jurisdiction to hear appeals from such courts.
THE FOREGOING SECTION DOES NOT APPLY TO ANY PERSON (INCLUDING CLIENT AND ANY OF CLIENT’S PARTICIPANTS) WHO IS AN INDIVIDUAL RESIDENT OF A EUROPEAN UNION MEMBER COUNTRY. IF YOU (CLIENT) OR A PARTICIPANT IS A CONSUMER BASED IN SUCH A COUNTRY, YOU OR SUCH PARTICIPANT, AS APPLICABLE, MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE YOU RESIDE.
Client acknowledges that a breach by Client of this Agreement could cause significant injury to the Company for which the Company may not have an adequate remedy at law. Accordingly, Client agrees that the Company will be entitled, in addition to any other rights and remedies that may be available to the Company, to seek and obtain injunctive relief in any court of competent jurisdiction to prevent any breach or potential breach of the provisions of this Agreement related to confidentiality, intellectual property, geographic limitations, or use of Course Materials.
The representations, warranties, covenants, and disclaimers of the Parties in this Agreement, as well as any provisions regarding indemnification, limitations of liability and time to bring claims, ownership and use of intellectual property, proprietary rights, and confidentiality, and any other provisions that by their terms are to survive, shall survive the termination of this Agreement for any reason.
If any of the provisions contained in this Agreement are interpreted by a court as invalid, unenforceable, or contrary to law, (1) such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, (2) the remaining provisions of this Agreement will not be affected, and (3) such an interpretation by one jurisdiction shall not affect the interpretation of any other jurisdiction nor affect any of the remaining provisions.
This Agreement may be amended by Company, in its sole discretion, to the extent such amendment is deemed reasonably necessary to comply with applicable law of the United States or any other jurisdiction. All other amendments require the consent of Client, provided that Client’s consent may be required in order for Client to be permitted continuing access to the Course and/or Course Materials.