Online Course Agreement

ONLINE COURSE AGREEMENT

This agreement (the “Agreement”) is entered by and between GRAPE TREE EDUCATION CORP., a corporation incorporated federally (the “Course Provider”) and you as the parent or guardian of the participant (the “Participant”) of the online course (the “Course”) set out below.

All Articles and Sections of this Agreement are specifically incorporated by reference herein. This Agreement governs the Participant’s attendance and participation in the Course, and any services provided by the Course Provider on the Course Provider’s website (“Website”). You confirm that you are the Participant’s parent or legal guardian, or that you otherwise have legal authority to sign this Agreement on behalf of the Participant.

Article 1 – COURSE DESCRIPTION

The details of the Course are as follows:

1. Course Name: [COURSE NAME]
2. Course Description:

[COURSE DESCRIPTION]

• Total Course Fees: ________ (________$)

[COURSE FEE – ]

[MATERIAL FEE – ]

• Course URL: www.gpt-edu.com

• Details of Course dates and times:

[COURSE DATES AND TIMES]

Article 2 – CONSENT

You confirm that you have read this entire Agreement, have understood the terms of this Agreement, and agree to be bound by the terms of this Agreement. If you do not agree to be bound by this Agreement, please do not have the Participant attend or participate in the Course or discontinue such attendance and participation. The Course Provider agrees to provide the Course to the Participant only if you consent to this Agreement.

Article 3 – AGE RESTRICTIONS

There is no minimum age required to attend or participate in the Course. The Course Provider assumes no responsibility for the age of the participants and those who passively attend the Course.

Article 4 – REFUNDS

The refund policy for the online Course is as follows:

The above refunds do not include expenses already incurred by the Course Provider (such as materials and taxes), which shall be deducted from the refund.

Refund requests made outside of this policy will not be considered.

Article 5 – LICENCE OF ACCESS AND USE OF MATERIALS

The Course Provider may provide you and the Participant with certain information, documents, written materials, graphics or any combination thereof (the “Materials”) as a result of the Participant’s participation in the Course. The Materials have been developed by the Course Provider. Subject to this Agreement, the Course Provider grant the Participant a non-exclusive, limited, non-transferable, revocable licence to use the Materials solely in connection with the Participant’s participation in the online Course. The Materials may not be used for any other purpose. Neither you nor the Participant may share or sell the Materials with others. Neither you nor the Participant may publish the Materials online. The Participant may only and exclusively view the Materials for the Participant’s personal use.

Article 6 – COURSE CONDITIONS

The Course Provider makes no promises or warranties with respect to the Course or Materials except those expressly set out in this Agreement. The following terms also apply to the Participant’s participation in the Course:

1. All classes must be completed before the expiry date of the Course. All classes will automatically be forfeited after the expiry date.
2. With at least one-day prior written (email) notice, the Participant may have up to two rescheduled classes per quarter. The rescheduled class will be focused on the contents of the missed class and will be with an instructor designed by the Course Provider. An additional fee of $*** per hour will apply for any additional rescheduled classes. Any missed rescheduled classes will be deemed forfeited. A medical exemption to this policy may be approved by the Course Provider upon receipt of medical certificates.  All other missed classes will be deemed forfeited.
3. After the start of the Course, if you wish to suspend the Course, you must provide at least one-week prior notice. The Course must resume within six (6) months of the suspension, failing which you will be deemed to have forfeited the balance of the Course.
4. The Course Provider shall have the sole and unfettered discretion to refuse attendance and participation of a Participant, and his or her parents and guardians as may be necessary to maintain a safe and orderly learning experience for all participants.
5. Bonus classes are only eligible after all regular classes have been completed. Bonus classes will be deem forfeited upon the termination by you of this Agreement. The bonus classes are not transferrable.

Article 7 – INTELLECTUAL PROPERTY

You agree that the Materials, the Course, all online properties owned by the Course Provider (such as websites, social media pages, etc.), and any other intellectual property so created is the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents and other intellectual property (“Provider IP”). You agree that the Course Provider owns all right, title and interest in and to the Provider IP and that you will not use the Provider IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Course Provider’s intellectual property in any manner whatsoever, including electronically or by registering new trademarks, trade names, service marks or URLs, without the express written permission of the Course Provider.

Article 8 – POSTED CONTENTS

Through participation by the Participant in the Course and the Participant’s use of the Website, you and the Participant may be permitted to post materials to the Course pages and other parts of the Website (“User Contribution”). You hereby grant the Course Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of the User Contribution. The Course Provider claims no further proprietary rights in your User contribution. You also agree to comply with the “Acceptable Use” provision of this Agreement for all User Contributions.

Article 9 – USE OF MEDIA

You acknowledge and agree that during the online Course, the Participant may be subject to photographs, videos, sound recordings or other media captures of the Participant’s face, name, voice or likeness. In consideration of the Participant’s participation in the Course, you hereby irrevocably consent on behalf of the Participant and yourself, to the use, publication, distribution, broadcast, reproduction, live streaming, editing, recording, posting, copyright, licensing, digitization and/or republication of the Released Media, as defined below, by the Course Provider, and all employees, affiliates, partners, representatives or agents (collectively, the “Releasee”) for any lawful reason or purpose, including, but not limited to, social media, commercial products, education, materials, video footage, sales, marketing or any other media in any form whatsoever that has been or will be invented.

Released Media will include, but not be limited to, all photographs, videos, sound recordings, paintings, sculptures and all other media now known or hereafter developed, captured of the Participant or his/her likeness during the Course by the Releasee.

You hereby release, on behalf of yourself and the Participant, the Releasee from all claims and demands arising out of or in connection with any use of the Released Media, including, without limitation, claims for breach of privacy, claims of publicity rights, defamation and/or any other intellectual property rights. Neither you nor the Participant may claim any ownership rights in the Released Media and hereby waive on behalf of yourself and the Participant any past or present right to register any copyright or trademark in the Released Media.

You consent, on behalf of yourself and the Participant, to the use of this publication medium with the knowledge and understanding that your and/or the Participant’s name, comments and other identifying factors may be revealed to the general public. However, the Releasee may not disclose your or the Participant’s known or previously known location, e-mail or physical address, or other contact information, such as telephone number, to any party in any medium.

Article 10 – PAYMENT & FEES

The total fees are due and payable upon registration for the Course. If payment is not made before the first day of the Course, you will lose your place in the Course.

Article 11 – ACCEPTABLE USE

You agree that neither you nor the Participant shall use the Course or the Website for any unlawful purpose or any purpose prohibited under this Article. You agree not to use the Course or the Website in any way that could damage the Course, the Website, or general business of the Course Provide.

You further agree that neither you nor the Participant shall use the Course or the Website:

1. To harass, abuse or threaten others or otherwise violating any person’s legal rights;
2. To violate the intellectual property rights of the Course Provider or any third party;
3. To upload or otherwise disseminate any computer viruses or other software that may damage any party’s property.
4. To perpetrate any fraud;
5. To engage in or create illegal gambling, lotteries or pyramid schemes;
6. To publish or distribute any obscene or defamatory material;
7. To publish or distribute any material that incites violence, hatred or discrimination against any group;
8. To use the Course for illegal spam activities, including any mass commercial emails;
9. To unlawfully gather information about others.

Article 12 – AFFILIATE MARKETING AND ADVERTISING

The Course Provider may engage in affiliate marketing whereby the Course Provide receive a commission or percentage on the sale of goods or services related to the Course. The Course Provider may also accept advertising and sponsorships from commercial companies or receive other forms of advertising compensation.

Article 13 – NO LIABILITY

The Course is provided for information purposes only. You acknowledge and agree that any information received by the Participant as a result of or through the Course, or in the Materials, is not intended to be legal, medical or financial advice, and that no fiduciary relationship has been created between you, the Participant and the Course Provider. You also agree that the Participant’s participation in the Course is at his/her own risk. The Course Provider assumes no liability for any advice or other information given in the Course.

Article 14 – REVERSE ENGINEERING & SECURITY

You agree not to reverse engineer or attempt to reverse engineer or disassemble any code or software from or on the Course or the Website. You also agree not violate the security of the Course or the Website through any unauthorize access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

Article 15 – DATA LOSS

The Course Provider does not assume or accept responsibility for the security of your account or content. You agree that the Participant’s participation in the Course or use of the Website is at your own risk.

Article 16 – INDEMNIFICATION

You agree to defend, indemnify and hold the Course Provider harmless from and against any and all claims and legal demands, including reasonable attorneys’ fees, arising out of or relating to the Participant’s participation in the Course, your violation of this Agreement, or your and/or the Participant’s conduct or actions. You agree that the Course Provider may choose its own legal counsel and participate in its own defense, if it chooses to do so.

Article 17 – DATA LOSS

The Course Provider does not assume or accept responsibility for the security of your account or content. You agree that the Participant’s participation in the Course or use of the Website is at your own risk.

Article 18 – MODIFICATION & VARIATION

The Service Provider may, from time to time and at any time without notice to you, modify this Agreement. You agree that the Service Provider has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

Article 19 – ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the Course. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

Article 20 – TERM, TERMINATION AND SUSPENSION

The Course Provider may terminate this Agreement with you at any time, for any reason, with or without cause. The Course Provider may also deny you access to any Course at its sole and exclusive discretion. In such event, any funds paid will be refunded to you in accordance with the refund policies set out herein or then in effect. The Course Provider specifically reserves the right to terminate this Agreement if you violate any of the terms and conditions set forth herein, including, but not limited to, infringement of the Course Provider’s or a third party’s intellectual property rights, failure to comply with applicable laws or other legal obligations, and/or publication or distribution of illegal materials. Upon the termination of this Agreement, all provisions that by their nature should survive termination will remain in full force and effect.

This Agreement will terminate at the end of the Course.

Article 21 – NO WARRANTY

You agree that the Participant’s participation in the Course is at your own risk and that the services the Course Provider provides are provided on an “as is” basis. The Course Provider hereby expressly disclaims all express or implied warranties of any kind, including, but not limited to, the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Course Provider does not guarantee that the Course will meet your needs. The Course Provider also does not warrant the reliability or accuracy of any information contained in the Course. You agree that any damage that may occur to you and/or the Applicant through your computer system, or as a result of the loss of your data during the Applicant’s participation in the Course is your sole responsibility and that the Course Provider is not liable for any such damage or loss.

Article 22 – LIMITATION OF LIABILITY

The Course Provider is not responsible for any damages that may be caused to you as a result of your participation in the Course, to the fullest extent permitted by law, as stated above. The Course Provider’s maximum liability arising out of or relating to this Agreement shall be limited to the greater of one hundred (100) Canadian dollars or the amount paid by you to the Course Provider within the last six (6) months. This section applies to all of your claims, including, but not limited to, loss of profits or revenues, consequential or punitive damages, negligence, strict liability, fraud or torts of any kind.

Article 23 – GENERAL PROVISIONS

1) Language: All communications or notifications made under this Agreement shall be in the English language. Notwithstanding the foregoing, the parties agree that certain communications or notifications may be in the Chinese language.

2) Jurisdiction, Place and Choice of Law: By participating in the Course, you agree that the provincial and federal laws shall govern any matter or dispute arising out of or relating to this Agreement and any dispute of any kind that may arise between you and us, except for the conflict of law provisions. In the event of any dispute specifically authorized by this Agreement, the Parties agree to submit to the personal jurisdiction of the provincial and federal courts of Toronto, Ontario. The Parties agree that this choice of law, place and jurisdiction provision is not optional, but rather mandatory. You hereby waive any objection as to venue, including the assertion of the inconvenient forum doctrine or similar doctrine.

3) Arbitration: In the event of any dispute between the Parties concerning or arising out of this Agreement, the Parties shall first endeavor to resolve the dispute personally and in good faith. If these attempts at personal resolution fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Toronto, Ontario. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no power to add Parties, modify the provisions of this Agreement, award punitive damages or certify a class. The arbitrator shall be bound by applicable and subsisting federal laws and the provincial laws. Each Party shall bear its own costs and fees. Claims requiring arbitration under this section include, but are not limited to: contractual claims, claims in tort, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this subsection, be the subject of litigation. The Parties, in accordance with this subpart of this Agreement, waive any right they may have to a jury trial with respect to claims for arbitration.

4) Assignment: This Agreement, or any rights granted hereunder, may not be assigned, sold, leased or otherwise transferred, in whole or in part, by you. If this Agreement or the rights granted hereunder are assigned, sold, leased or otherwise transferred by the Courses Provider, the Courses Provider’s rights and responsibilities shall apply to all assignees, administrators, successors and executors.

5) Diversity: If any part or sub-part of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, the remaining parts and sub-parts shall be enforced to the maximum extent possible. As such, the remainder of this Agreement shall remain in full force and effect.

6) No Waiver: The failure by the Course Provider to enforce any provision of this Agreement shall not constitute a waiver of any future enforcement of that or any other provision. The waiver of any part or sub-part of this Agreement shall not constitute a waiver of any other part or sub-part.

7) Headings of convenience only: The headings of the parts and sub-parts of this Agreement are for convenience only. The headings do not affect the meaning of the provisions of this Agreement.

8) No Agency, Partnership or Joint Venture: No agency, partnership or joint venture has been created between the Parties as a result of this Agreement. Neither Party has the authority to bind the other Party to third parties.

9) Force Majeure: The Course Provider shall not be liable for any failure to perform due to causes beyond the reasonable control of the Course Provider, including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts that may be due to unforeseen circumstances.

10) Permitted Electronic Communications: Electronic communications are permitted to both Parties under this Agreement, including electronic mail or facsimile. If you have any questions or concerns, please email us at [email protected]. You can also find us at the following URL address: www.gpt-edu.com