Succession Planning Certification Workshop Participant Terms and Conditions

Thank you for registering for our workshop. The legal ‎agreement (“Agreement”) between SIGMA Assessment Systems, Inc. (“Provider”, “we”, “us” and “our”) and you regarding your participation in the workshop and your access to and use of the workshop materials consists of: (1) the registration terms setting out the workshop details, timing and applicable fees that you complete and ‎accept when registering (“Registration Terms”); and (2) these terms and conditions. ‎By completing your registration for the workshop and clicking “I Agree” you accept and consent to this Agreement.‎

1. Definitions

In this Agreement:

                  (a)   “Course” means the workshop for which you have registered.

                  (b)   “Materials” means the curriculum and materials and data and documents comprising or related to the Course, including videos, pictures, recordings, artwork, text, course outlines, modules, presentations, course content, curriculum documents, assessment(s), guides and standards, in any form whatsoever, that we supply in connection with the Course, and all modifications or improvements made by or for us to those things.

                  (c)   “Platform” means the third-party online video-conferencing platform specified in the registration materials, if applicable.

2. Fees

You will pay the fees set out in the Registration Terms. Payment terms are within our sole discretion, and unless otherwise agreed to by us, we must receive payment before accepting a registration request. The fees exclude, and you will pay, all taxes and other charges imposed by governmental authorities in respect of those fees.

3. Payment

We must receive full payment before we will allow you to participate in the Course and to access and use the Materials. Payment may be made by cheque or a valid credit card. We currently accept Visa, MasterCard, and American Express‎.

If you pay by credit card, you authorize us or our payment processors to charge all amounts to the credit card number provided to us. If a credit card payment is rejected or refused you will immediately pay us the amount due and provide us with an alternative credit card number for these payments. You represent and warrant to us that each credit card you use for payment to us belongs to you or your authorized representative, and that you or your authorized representative has the right to charge all such payments on the credit card.

We may use third-party payment processors, and if we do so you must comply with the terms of all agreements between you and those providers and must deal directly with those third parties to resolve any disputes regarding the processing of your payment. We may need to share your payment details with third-party service providers, and by providing this information you specifically authorize us to share that information as described.

4. Licence

We hereby grant you a limited, non-exclusive, non-assignable, non-transferable licence (without the right to sub-license) to participate in the Course and to (both during and after the Course) access, use the Materials for your internal business purposes on the terms and conditions set out in this Agreement. We reserve all rights not expressly granted in this Agreement.

5. Materials

We will email you electronic copies of the key participant Materials before the Course state Date. Assuming you register for the Course before the applicable cut-off date, we will also mail you a hard-copy version of those Materials before the Course start date.

6. Electronic Communications

You consent to receive communications from us electronically. You agree that all agreements, notices, ‎disclosures and other communications that we provide to you electronically satisfy any legal ‎requirement that such communications be in writing.‎

In accordance with applicable privacy laws, we may also send you emails regarding courses, products or other offers that may be of interest to you. You may unsubscribe from these communications at any time.

7. Assessments

If the Course Materials include one or more of our assessments, we will provide you with a link that directs you to SigmaTesting.com so that you may access and complete the assessment. To access and complete the assessment, you will have to accept the privacy policy and test-taker agreement presented on that site.

8. Term and Termination

The Course will take place at the dates and times, and in the number of sessions, set out in the Registration Terms.

We may terminate this Agreement and suspend your participation in the Course (if the Course is not completed) and your access and use of Materials immediately if you breach your obligations under this Agreement (and we will have no obligation to refund any amounts we have received).

Sections 8, 13 and 15 through 222 will survive termination.

When participating in the Course and accessing, using or otherwise dealing with the Materials, you will comply with all:

                  (a)   applicable laws;

                  (b)   this Agreement and any policies that we implement from time to time, as provided to you; and

                  (c)   other rules, policies and procedures we communicate to you from time to time.

9. Course Participation

You will act respectfully, responsibly, courteously, professionally and appropriately during your participation in the Course and in your interactions with Course providers and other Course participants.

All Course participants are expected to treat information shared by other participants respectfully and with discretion. However, the Course is an open and public forum, and you acknowledge that any information you share with other participants is ‎provided on a non-proprietary and non-confidential basis and without any expectation of privacy. You should therefore not share information that you consider proprietary or confidential.

10. Additional Obligations

You will:

                  (a)   not copy the Course or any Materials except as permitted under this Agreement or incorporate any Materials into derivative or transformative works;

                  (b)   not transfer, sell, re-sell, lend, loan, lease, license, sub-license, distribute, retransmit, disseminate, publish, supply, or give access to the Course or any Materials, or any derivative or transformative works thereof, to any person or entity;

                  (c)   not allow anyone to access or use the Course or Materials or any derivative or transformative works thereof;

                  (d)   not obscure, remove or modify any copyright, disclaimer or other proprietary notices that appear on the Materials; and

                  (e)   comply with all reasonable security requirements that we may prescribe from time to time to prevent improper access or use of the Course, Materials or other Provider property.

11. Platform

If the Course is an online workshop, it will be conducted on the Platform. We do not have any relationship or association with the Platform provider (unless we have a contract with them regarding our access and use of the Platform, in which case that contract is between us and the Platform provider and you are not a party or third-party beneficiary under that contract). You are responsible for obtaining any rights or licences you need from the Platform provider in order to use the Platform for the Course. We have no control over the Platform’s availability, functionality or contents, and accept no responsibility for them or for ‎any loss or damage that may arise from your use of them.

12. Equipment and Connections

You are solely responsible for ensuring that you have the necessary hardware and software equipment, technology support and communications connections needed to access and use the Platform, Course and Materials. We will have no responsibility for the workings of your computer equipment, telecommunications and internet connections, malware protection or security software technologies or appliances, or any of the other software or equipment you use, or your Internet access provider’s quality of service.

13. Events Outside our Control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control. Our performance will be deemed to be suspended for the period that any such event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to end the event or to find a solution by which our obligations may be performed despite the event.

14. Privacy

We take privacy protection very seriously, and protecting private and personal information is very important to us. We will collect, use and disclose personal information as described in our privacy policy, which is available at http://sigmatesting.com/legal/privacy.htm.  We will never sell your personal information.  However, you must consent to the limited collections, uses and disclosures of your personal information for the purposes described in our privacy policy so that we may offer the Course.

15. Proprietary Rights

The Course and the Materials are protected by copyright and other proprietary rights, all of which we own or have the right to use.

As between you and us, we own all right, title and interest in and to all aspects of the Course and the Materials, and all upgrades, modifications, customizations and additions to them, and all intellectual property rights in and to all of the foregoing.

You may only download and use Materials to the extent necessary for the Course. You may not otherwise copy, reproduce, republish, post, transmit, display, perform, distribute, or create derivative works from any Materials without our prior written approval.

You do not acquire ownership rights to the Course, the Materials or any of our other content by participating in the Course or accessing or using the Materials, and our provision of the Course, the Materials or any other content is not a waiver of any right we may have in or to those things.

We own our name, logo, and all of our other trademarks and trade names appearing on the Course and the Materials. Unless otherwise indicated, all other trademarks appearing on the Course and the Materials are owned by third parties and are used with permission or under licence.

16. Not Medical Advice

The Course and Materials are provided for informational purposes only, and no information or contents provided in the Course or Materials is intended to be medical, health or other professional advice, and nothing in the Course or Materials should be taken or construed as a provision of medical or health advice or as a recommendation for any specific course of action. Nothing in the Course or Materials is intended to replace or override the advice of a qualified and licensed health care practitioner. We do not accept any responsibility for any decisions made based on the Course or Materials.

17. Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, PLATFORM, COURSE AND MATERIALS are provided “as is” and “as available” and without representations or warranties of any kind, whether express, implied or statutory.

YOU PARTICIPATE IN THE COURSE AND ACCESS AND USE THE PLATFORM AND MATERIALS AT YOUR OWN RISK.

To the fullest extent permiTTED by applicable law, PROVIDER disclaimS AND YOU WAIVE all representationS and warranties, whether express, implied or statutory (including any warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement) REGARDING THE COURSE, PLATFORM AND MATERIALS. PROVIDER DOES not represent or warrant that functions contained in PLATFORM, COURSE OR MATERIALS will be uninterrupted or error-free, that defects will be corrected, or that THE platform, COURSE or MATERIALS or ANY server that makes THEM available ARE free of viruses or other harmful components.

The information and Content contained on OR AVAILABLE THROUGH COURSE AND MATERIALS ARE prepared by OR FOR PROVIDER and ARE believed to be accurate, but ARE provided for informational purposes only. PROVIDER DOES not warrant or make any representations regarding the use or the results of the use of THE COURSE OR MATERIALS in terms of completeness, correctness, accuracy, reliability, usefulness, timeliness, reliability or otherwise.

You acknowledge that your access to and use of THE platform, COURSE AND MATERIALS will not be free of interruptions, that THE platform, COURSE AND MATERIALS may contain bugs, errors, inaccuracies or other limitations, and that THE platform, COURSE AND MATERIALS may be unavailable from time to time. You assume total responsibility and risk for your access to and use of (or your inability to access and use) the platform, COURSE AND MATERIALS.

APPLICABLE LAW MAY NOT ALLOW LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE LIMITATIONS SET OUT ABOVE MAY NOT APPLY TO YOU.

18. Limitation of Liability and Release

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, PROVIDER and ITS officers, directors, employees and representatives will not be liable to you or any other party for ANY:

                  (a)  indirect, special, consequential or incidental damages; or

                  (b)  lost profits, business, revenue, opportunities or customers; business interruptions; loss of or damage to data; cost of replacement products or services; loss of or damage to reputation or goodwill,

(WHETHER BASED ON BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) arising directly or indirectly from THE ACCESS TO OR use of (or THE inability to ACCESS OR use) THE platform, COURSE AND MATERIALS, including your use or reliance on ANY information or other Content contained on OR AVAILABLE THROUGH THE platform, COURSE OR MATERIALS, OR any inaccuracy or omission in any SUCH information or Content.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, You release PROVIDER and ITS affiliates and their respective officers, directors, employees and representatives from all claims, actions, liabilities and damages of any kind relating to or arising from your access to and use of (or inability to access and use) THE platform, COURSE AND MATERIALS.

If, despite the limitations set out above, PROVIDER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE officers, directors, employees OR representatives become liable to you resulting from the access to and use of (or inability to access and use) THE PLATFORM, COURSE AND MATERIALS or otherwise under THIS AGREEMENT, that liability will be limited to THE LESSER OF: (I) DIRECT DAMAGES; OR (II) CAD$25.

APPLICABLE LAW MAY NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO THE LIMITATIONS SET OUT ABOVE MAY NOT APPLY TO YOU.

19. Indemnification

You agree to indemnify and hold harmless Provider and its directors, officers, shareholders, employees and representatives from and against all losses, expenses, damages and costs (including reasonable legal fees and expenses) resulting directly or indirectly from your violation of this Agreement or any activity of yours related to the Platform, Course or Materials.

20. Feedback

If you send any communications, comments, questions, suggestions, or related materials to us by any method of communication suggesting or recommending changes to the Course or the Materials (“Feedback”) then:

                  (a)   all Feedback is not, and will not be treated as, your confidential or proprietary information or property;

                  (b)   we are free to use, without any attribution or compensation to you, the Feedback and any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback for any purpose whatsoever; and

                  (c)   you understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel us to do so.

21. Choice of Law Jurisdiction

Each of the Parties to this Agreement irrevocably agrees that the courts of the United States of America shall have exclusive jurisdiction to hear and decide any suit, action, or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Agreement or its formation or validity and, for these purposes, each Party irrevocably submits to the jurisdiction of the courts of the United States of America.

As applicable at the time of execution of this Agreement, the Parties each agree that jurisdiction and venue shall be in the US District Court for the District of Columbia, in Washington, DC and that laws of the United States and/or Washington DC shall apply without regard to any conflict of laws. Moreover, you hereby acknowledge that you may be sued in this court because of the nature of your dealings with Provider and that such court is a convenient forum for such litigation. The UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

 

22. General

Interpretation.  In this Agreement, “we”, “us”, and “our” refer to Provider alone and never refer to the combination of any other party and Provider (that combination is referred to as “the parties”).  Entire Agreement. this Agreement constitutes the entire agreement between you and us with respect to the Course and Materials, and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral to this agreement, other than as expressly set out or referred to in these Terms.  Severability. If any part of this Agreement is unlawful, void or unenforceable, then that part is severable and will not affect the validity and enforceability of the remainder of this Agreement.  Waiver. No delay or failure to act by us will impair any of our rights or remedies that are not expressly waived in writing. Persons Bound. This Agreement will bind and benefit each of the parties including their respective lawful successors, permitted assigns, trustees, administrators, heirs and personal representatives. Assignment. You may not assign this Agreement or any rights under it without our prior written consent.