General Use Terms
XLWITHUS Learning provides content and other services through the Site. All information, documents, products and services provided on and through the Site, including content, trademarks, logos, graphics and images (together, the “Materials”) are provided to you by XLWITHUS Learning and are the copyrighted work XLWITHUS Learning or XLWITHUS Learning’s licensors or contributors. XLWITHUS Learning grants you a limited, personal, non-exclusive and non-transferable license to use the Materials and use the services and the Site solely for your personal use or internal business use. You agree that you will only use this Site and the services for lawful uses.
You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, alter, enhance or in any way exploit any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Site or any Materials on any legal basis.
You are prohibited from taking any action to circumvent or attempt to circumvent the security and access control provisions of the Site and the Services. Such prohibited conduct includes, without limitation, any efforts to (a) log in to an account with a password not assigned to you, (b) access personally identifiable information not intended for you, (c) test the security measures on the Site and/or attempt to identify system vulnerabilities, (d) impersonate any other user of the Site and/or the Services or forge any of the header information in any posting or tamper with the TCP/IP packet header, (d) modify, reverse engineer, disassemble, decompile or otherwise attempt or allow others to attempt to discover the underlying computer code for the Site and/or the Services, or (f) overwhelm or disable the Site or the Services or interfere with the access and use of the Site and/or the Services by any other user.
If XLWITHUS Learning becomes aware of any of the foregoing activities, XLWITHUS Learning may investigate and may respond, and when appropriate, XLWITHUS Learning may work with law enforcement authorities in such investigations and for the purpose of prosecuting offenders. Your continued use of the Site and the Services is expressly conditioned on your compliance with the preceding prohibitions and with the obligations and restrictions. Without limiting the generality of foregoing, you acknowledge that XLWITHUS Learning expressly prohibits and you agree not to:
Post any false or inaccurate Submissions (defined below) or information;
Use the Services and/or the Site to violate any applicable law or regulation, including, without limitation, the infringement of any copyright, trademark, trade secret or other intellectual property right of others, or violate the privacy or publicity rights of any other person.
Post any Submission or information that is abusive, defamatory, discriminatory, hateful, obscene, vulgar, sexually-orientated, threatening, or otherwise objectionable.
Harass, stalk, or otherwise subject any other user of the Site and/or Services to unwanted and/or inappropriate contact.
Make any changes, additions and/or deletions to any Submissions posted by any user without the express written authorization of such other user.
Take any action that imposes an unreasonable or disproportionately large burden on the Site’s infrastructure.
Include any hyperlinks or any misleading, irrelevant and/or hidden keywords in any Submissions posted by you.
Frame or link to the Site or any of the content or information available from the Site, unless XLWITHUS Learning expressly consents to such linking and/or framing.
Intentionally expose the Site and/or Service to any computer virus or any other program or code intended to disrupt or disable to operations of the Site and/or Service.
Use any robot, spider or other program or device to retrieve or index any portion of the XLWITHUS Learning Site; Harvest or otherwise collect information about other users for any purpose other than use of the Site and/or Services as expressly permitted herein.
The foregoing list of prohibitions is illustrative and is not intended to be complete or exclusive. XLWITHUS Learning reserves the right to terminate our relationship with you under these Terms and prohibit your access to the Site and/or Services or to edit, remove or close any Submission or thread for any reason.
The foregoing prohibitions do not impose on XLWITHUS Learning, and XLWITHUS Learning does not assume, any obligation to monitor or remove any Submissions or other information or communication submitted by you or any other member. You hereby acknowledge and agree that there is the chance that you may be exposed to content that may be offensive or objectionable to you. YOU HEREBY ACKNOWLEDGE AND AGREE THAT ALL SUBMISSIONS SUBMITTED BY YOU OR ANY OTHER MEMBER EXPRESS THE VIEWS OF THE AUTHOR, AND XLWITHUS Learning WILL NOT BE HELD RESPONSIBLE FOR OR LIABLE FOR THE CONTENT IN SUCH SUBMISSIONS. Your access to the Site and Services is undertaken at your own risk and XLWITHUS Learning is not responsible for any offensive or otherwise objectionable materials that may be posted by any third party.
Password Restricted Areas of the Site
Certain areas of the Site are password-restricted to authorized users who become members (“Restricted Areas”) or who purchase upgraded areas of the Site. If you are an authorized member of the Restricted Areas, you are responsible for maintaining the confidentiality of your password and account, and agree to notify XLWITHUS Learning if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised.
You are responsible for activities that occur under your account. You agree to immediately notify XLWITHUS Learning of any unauthorized use of your account or any other breach of security in relation to the Site known to you.
Pricing and Payments
You will pay all fees or charges to your account based on XLWITHUS Learning’s fees, charges, and billing terms. You may be required to provide XLWITHUS Learning with a valid credit card as a condition to signing up for an account. You are responsible for paying any taxes that may apply. If you do not pay on time or if XLWITHUS Learning cannot charge you or your credit card for any reason, XLWITHUS Learning reserves the right to either suspend or terminate your access to the Site and/or the services and account and terminate these Terms. If you have a balance due on any account, you agree that XLWITHUS Learning may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. If you are unsatisfied with the Services for any reason and notify us during the applicable refund period, XLWITHUS Learning will provide you with a refund.
Third Party Content
Certain information and content may be provided by third parties to XLWITHUS Learning (“Third Party Content”). The Third-Party Content is, in each case, the copyrighted work of the creator/licensor, XLWITHUS Learning, and XLWITHUS Learning.
You agree to only display the Third-Party Content on your personal computer solely for your personal or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third-Party Content in any manner. XLWITHUS LEARNING DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
XLWITHUS Learning and all affiliate services pride themselves in the level of customer service they offer. The integrity of communicaton is best preserved in written form of which emailing and ‘ticketing’ is the best and most efficient since they provide a track record and proof of communication. We reserve the right to improve and streamline communications over time as we continuously strive to improve the efficiency, effectiveness and integrity of communication over time. Any client that chooses to use other forms of unrecorded communication hereby assumes the risk that some or all such communication does not guarantee follow-through or execution and the XLWITHUS Learning team cannot be held liable for such. Especially with regards to requests for work, please ensure that such requests are communicated in writing with as much detail as possible. This is the responsibility of the client and as such XLWITHUS Learning removes itself from any liability resulting from partial or non-execution of such communication.
Links to Third Party Sites
This Site may be linked to other sites that are not XLWITHUS Learning Sites. XLWITHUS Learning is providing these links to you only as a convenience, and XLWITHUS Learning is not responsible for the content or links displayed on such sites.
Unauthorized use of any Materials or Third-Party Content contained on this Site may violate certain laws and regulations. You shall indemnify and hold XLWITHUS Learning and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) that XLWITHUS Learning or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party in the vent that your use of the Site or the use of the Site by any person using your user name and/or password violates any applicable law or regulation, or the rights of any third party.
XLWITHUS Learning are trademarks of XLWITHUS Learning, in Canada. All other trademarks, names and logos on this Site are the property of their respective owners.
All information and screens appearing on this Site including documents, services, site design, text, graphics, logos, images and icons, as well as the selection and arrangement thereof, are the sole property of XLWITHUS Learning and XLWITHUS Learning, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
Disclaimer of Warranties
Your use of this Site, the materials and/or the services is at your own risk and you assume all risks of using this Site, the materials and/or the services. Neither the materials nor the third-party content have been verified or authenticated in whole or in part by XLWITHUS Learning, and they may not be current or may include inaccuracies or typographical errors. XLWITHUS Learning does not provide a ‘proof-reading’ service and any content provided by the client must be vetted and proofed. XLWITHUS Learning does not warrant the accuracy or timeliness of the materials or the third-party content contained on this Site. XLWITHUS Learning shall have no liability for materials and/or third-party content that is not current or for any errors or omissions in the materials and/or the third-party content, whether provided XLWITHUS Learning or our licensors. XLWITHUS Learning does not guarantee that you will achieve any economic return or benefit from the use of the materials. XLWITHUS Learning, for itself and its licensors, makes no express, implied or statutory representations, warranties, or guarantees in connection with the Site, the services or any materials or third-party content, relating to the quality, suitability, truth, accuracy, currency or completeness of any information or material contained on the Site, including without limitation, the materials and the third-party content. Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, the Site, the services, the Materials, third party content, and any information or material contained on the site is provided to you on an “as is,” “as available” and “where-is” basis with no warranty of any kind and XLWITHUS Learning disclaims and excludes any and all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights.
Limitation of Liability
XLWITHUS LEARNING’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIAL ON THE SITE OR RELIANCE ON THE INFORMATION AND/OR MATERIAL PRESENTED ON THE SITE SHALL NOT EXCEED FIFTY DOLLARS ($50.00). IN NO EVENT SHALL XLWITHUS LEARNING BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF XLWITHUS LEARNING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Local Laws; Export Control
XLWITHUS Learning controls and operates this Site from its headquarters in the Ontario, Canada and the Materials may not be appropriate or available for use in other locations. If you use this Site outside of Ontario, Canada, you are responsible for compliance with all applicable local laws.
REFUNDS and CANCELLATIONS
XLWITHUS Learning Cancellation & No Refund Policy
All XLWITHUS Learning courses and digital creation services have a ‘No Refund Policy’. Due to the digital format of XLWITHUS Learning products, the customer receives immediate benefit from the product prior to the return such as access to all course content, community access, software access, live coaching calls, and other online resources. Additionally, a tremendous amount of resources are devoted from Day 1, inclusive of a full year’s investment/commitment by the XLWITHUS Learning team using multiple tools and resources.
Some Product Exceptions Apply:
XLWITHUS Learning Subscription Products: There is a 3-day cancellation period (or 72 hours including non-business days) from the time you subscribe to a product to receive full money-back. Please note: All returns will be credited back to the original payment method used. It may take up to 7 business days for the credited amount to be reflected in your account. After the 3-day cancellation period, no refunds will be issued. However, you may cancel your recurring subscriptions anytime you wish. You will have access to the product until the end of your recurring cycle. After that, your access to the product will be removed from your XLWITHUS Learning account.
If you have any further questions, please email firstname.lastname@example.org for assistance.
If you violate these Terms, XLWITHUS Learning may terminate your access to the Site or Restricted Areas without notice. XLWITHUS Learning prefers to advise you of your inappropriate behavior and recommend any necessary corrective action. However, certain violations of these Terms, as determined by XLWITHUS Learning, will result in immediate termination of your access to the Site or Restricted Areas. XLWITHUS Learning has the right to terminate any password-restricted account for any reason. Canadian federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the Site will be heard in the courts located in Canada. If any of these Terms is found to be inconsistent with applicable to law, then such Term shall be interpreted to reflect the intentions of the parties, and no other Terms will be modified. XLWITHUS Learning’s failure to enforce any of these Terms is not a waiver of such Terms. The Terms are the entire agreement between you and XLWITHUS Learning and supersede all prior or contemporaneous agreements and understandings between you and XLWITHUS Learning with respect to the subject matter hereof. These Terms may not be modified except pursuant to a written amendment that is executed by an officer of XLWITHUS Learning.
TERMS AND CONDITIONS FOR PROPOSED WORK (OR PROPOSAL OR AGREEMENT OR CONTRACT)
Between “us; we; our” (XLWITHUS Learning) and “you; your; yours; your company” (Your Company Name).
1.0 SERVICES RENDERED
We’ll deliver a digital marketing system with built-in lead generation strategies and monthly managed services. After the system is approved, all associated content will be delivered within the presented schedule as per the ‘Timeframe’ section of the proposal.
Writing any text copy is not included in this contract/proposal. You must provide your write-up to us in a format that can be copied/pasted (Word or text file) and NOT as a picture file. Though we would not mind fixing a word here and there as our eyes fall on them, please note that ‘proofreading’ is also a separate service. If you’d like us to write new content or proofread, we’re happy to provide separate estimates for these. It’s solely on the discretion of the company to provide these as ‘bonus’ services.
PHOTOGRAPHS & VIDEOS
All graphic files you provide to us must be of a ‘very good’ to ‘great’ quality (at least 1280 x 720). You’ll need to supply graphic files to us in an editable, vector digital format. Photographs must be in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you’d like us to search for photographs for you, we can provide a separate estimate for that. Cost of buying stock photographs or a photo shoot is not included in this contract. It’s solely on the discretion of the company to provide/produce videos/photographs as ‘bonus’ services.
We use minimal front-end coding by using advanced builders, tools and widgets. This makes your website highly editable and free of the potential mess of injecting direct code.
BROWSER TESTING & MOBILE RESPONSIVENESS
We test our work in current versions of major desktop browsers (Safari, Chrome, Explorer, Firefox) as well as on mobile devices and their systems (iOS, Android) to ensure full mobile responsiveness.
We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers through which your website will be set up on the associated server. Our monthly maintenance/retainer fee may or may not cover domain and hosting renewal.
CHANGES AND REVISIONS
We know from experience that fixed-price contracts are rarely beneficial, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed or as natural change occurs. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, small, superficial revisions after launch forms part of our contract. Though we quote these revisions as ‘unlimited’ we reserve the right to limit the revisions if requests become unreasonably frequent. that won’t be a problem as we’ll provide a separate estimate for to cover the additional work. All of our prices for website creation/design refer to a website with 5 or less WordPress pages and we’ll always recommend a design/template on these pages that is proven to ‘work’. Though we strongly recommend that clients do not deviate from this design, clients may request minimal tweaks in tune with their ‘flavor’. Any significant design changes or requests for more than 5 pages and/or pages lengthier than pages with at least a 1-inch scroll bar (as per an average sized laptop) will attract an additional charge determined by the current costing factors.
We can’t guarantee that our work will be error-free (we’re human :)) so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, arising out of an error.
2.0 MUTUAL COOPERATION
We agree to use our best efforts to fulfill and exceed your expectations on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 CHARGES FOR SERVICES PERFORMED
3.1 Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a fee to resume work at our discretion.
4.0 TERMS OF PAYMENT
4.1 BILLING SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the payment schedule/arrangement as outlined in the ‘Your Investment’ section of this proposal.
4.3 CLIENT AGREEMENT TO PAY
You agree to pay any ‘upfront’ payment upon acceptance of this proposal. An invoice for this amount will either accompany the proposal or be delivered before the proposal expiry date. our initial (1st) invoice upon receipt which will act as a deposit for the project. Every invoice after that will have 15 day payment terms. In the event payment is not made within 15 days, we reserve the right to charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs we pay for carrying overdue invoices. In addition, we reserve the right to stop work until payment is received.
4.4 COLLECTION COSTS
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 CANCELLATION OF PLANS
You have the right to modify, reject, cancel or stop any and all plans or work in process. It is your (the client’s) responsibility to cancel any recurring billing on your (their) end. Also, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 RESPONSIBILITIES OF XLWITHUS LEARNING AND YOUR COMPANY
6.1 XLWITHUS LEARNING’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement/Proposal.
XLWITHUS Learning acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by XLWITHUS Learning on behalf of your company or disclosed by your company to XLWITHUS Learning .
8.0 TERM AND TERMINATION
8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective when the first payment (or down-payment) to commence works has been made and shall continue until terminated by either party upon not less than 30 days’ notice in writing given by either party to the other.
8.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS?
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the your company, that any such materials and services, are non cancelable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by your company to XLWITHUS Learning, XLWITHUS Learning shall transfer, assign and make available to your company all property and materials in its possession or control belonging to your company. Your company agrees to pay for all costs associated with the transfer of materials.
9.0 GENERAL PROVISIONS
9.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the sovereign laws applicable to the parties involved.
9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.