Online Terms of Use
Effective date: January 1, 2024
This terms of use agreement (this “Agreement”) is a legal agreement between you (“you” or “your”) and GABCM INC. operating as “Strengths Performance Centre”, “Centre des points forts” and “SPC-CPF”, a Canada corporation, its affiliates, and each of their respective successors and assigns (collectively, “SPC-CPF”) governing your use of any online webinar, workshop, class, conference, course or other service (collectively, the “Services”), offered or promoted by SPC-CPF, including any live-offering, prerecording or webinar offered through this website or virtual platforms such as but not limited to Zoom, MS teams, FreshLearn, SPC Client Portal, Assessment Generator or Kajabi (the “Site”).
BY PARTICIPATING IN ANY IN-PERSON OR VIRTUAL WORKSHOP, IN-PERSON OR VIRTUAL COACHING, ONLINE COURSE, WEBINAR OR USING ANY OF SPC-CPF’S SERVICES, YOU ARE AGREEING THAT YOU HAVE READ AND AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS OF THIS AGREEMENT IN THEIR ENTIRETY, WITHOUT LIMITATION OR QUALIFICATION, AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT PARTICIPATE IN ANY WEBINAR, OR USE ANY SERVICES, OFFERED BY SPC-CPF.
1. Access.
The Services, including virtual online workshops and webinars, will be available to you for a period of one year from the date they are first purchased by you online. Content and features may be added to or withdrawn from the Services and the Services otherwise changed without notice. SPC-CPF will provide you with a username and password to access the Service via either programs.spc-cpf.com and/or clients.spc-cpf.com as confirmation your order. If SPC-CPF suspects that any username/password is being used by a person other than yourself, that username/password may be suspended or cancelled. All reasonable efforts will be made to ensure that scheduled virtual workshops, webinars, broadcasts, virtual group coaching, live-events (a “Online Event”) take place on the advertised date and time. In the event that the Online Event does not take place, an alternative date/time will be scheduled. SPC-CPF reserves the right to substitute speakers if events prevent scheduled speakers from appearing. You accept that there will be no right to any refund or cancellation in these circumstances.
2. Fees.
You will pay SPC-CPF the Fee applicable the Service, plus any applicable taxes (such as harmonized sales taxes or value added taxes). The Fee will be paid to SPC-CPF prior to accessing the Service. “Fee” means the fees charged by SPC-CPF in relation to the provision of the Service in question, as set-out on the site or the applicable sign-up form on the Site.
3. Privacy.
When enrolling in webinars, workshops, classes or other Services, SPC-CPF will collect and use certain personal information from you, such as your name, address, email address and other information that you submit to SPC-CPF. SPC-CPF will use such personal information for the purposes of: (a) providing access to and use of the Services; (b) providing customer support, billing and other similar activities related to the Services; and (c) keeping you informed about products, services, offers and upcoming events and to improve SPC-CPF's services. More detailed particulars about how such information will be collected, used, safeguarded and disclosed are set-out in SPC-CPF’s privacy policy. By participating in any online event or using any of SPC-CPF’s services, you are agreeing that you have read and agree with the terms of the SPC-CPF’s privacy policy.
4. Limited Client Right to Use Content.
SPC-CPF grants to you a non-exclusive, non-transferable, limited licence to access and use the Services that you have purchased, for your personal use only. Except for the foregoing and as otherwise permitted in writing by SPC-CPF, no materials or information, regardless of form (including, without limitation, oral, documentary, photographic, videographic, and electronic), provided by SPC-CPF to you through the Services or otherwise, including at any webinar, workshop, class, conference or course (collectively, “Content”) may be recorded, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may use the Content for non-commercial, personal use only. You may not use, distribute, modify, transmit, or post the Content, including any text, images, audio, or video, without SPC-CPF’s express prior written consent. All rights in and to the Content are reserved to SPC-CPF. All access to and use of the Services or Content via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited. The right to electronically display the Consent is limited to the display of such Online Event Materials primarily to one person at a time, the right to obtain a printout of the Content is limited to a printout of a reasonable portion of the Webinar Materials, and the right to retrieve and store machine-readable copies of the Content is limited to the retrieval of a single copy of a reasonable portion of the Content and storage of that copy in machine readable form primarily for one person's exclusive use.
5. Intellectual Property Ownership.
All right, title and interest in the Services, the Content and the Site, including all copyrights, patents, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to SPC-CPF or its licensors, and you shall have no rights whatsoever in any of the foregoing. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in the Services, the Content or the Site, in whole or in part. All content and materials included as part of the Site, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Works”) are the property of SPC-CPF or its content suppliers and is protected by copyrights, trademarks, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Works are subject to Canada copyright laws (Copyright Act, R.S.C., 1985, c. C-42) and international treaty provisions. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited. You may not remove or obscure the copyright notice or other notices contained in the Services or Works.
6. Trademarks.
Any trade name(s), logo(s), design mark(s), product name(s), feature name(s) and related logo(s) (collectively, the “SPC-CPF Marks”) are trademarks of GABCM Inc. or are used by SPC-CPF under license from its content suppliers (the “Third Party Marks”). Neither the SPC-CPF Marks nor the Third Party Marks may be used, copied or imitated, in whole or in part, without the express prior written consent SPC-CPF. In addition, the look and feel of the Site (including all page headers, custom graphics, button icons, and scripts) constitutes the service mark, trademark and/or trade dress of SPC-CPF and may not be copied imitated or used, in whole or in part, without the express prior written consent of SPC-CPF.
7. Disclaimer of Warranties.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT: (A) SPC-CPF’S SERVICES ARE PROVIDED “AS-IS” AND "AS AVAILABLE" BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPC-CPF, INCLUDING ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUBCONTRACTORS, DISTRIBUTORS, SERVICES PARTNERS, AGENTS AND MARKETING PARTNERS) AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (COLLECTIVELY, THE “SPC-CPF PARTIES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND THE CONTENT; (B) NEITHER SPC-CPF NOR ANY OF SPC-CPF PARTIES WARRANTS THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY SPECIFIC RESULTS; (C) SPC-CPF AND SPC-CPF PARTIES, JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE SUITABILITY OR EFFECTIVENESS OF THE SERVICES OR THE CONTENT, AND (D) USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND NEITHER SPC-CPF NOR ANY OF SPC-CPF PARTIES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY THEREFOR.
8. Limitation of Liability.
SPC-CPF SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM: (A) ANY ERRORS IN OR OMISSIONS FROM THE SERVICES OR ANY MATERIALS AVAILABLE OR NOT INCLUDED THEREIN; (B) THE UNAVAILABILITY OR INTERRUPTION TO THE SUPPLY OF THE SERVICES OR ANY FEATURES THEREOF; (C) THE CUSTOMER'S USE OF ANY EQUIPMENT IN CONNECTION WITH THE SERVICES; (D) THE CONTENT OF THE SERVICES AND WEBINAR MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL SPC-CPF BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST TIME OR GOOD WILL, EVEN IF SPC-CPF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. SPC-CPF SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES ARISING FROM YOUR PARTICIPATION IN A WEBINAR OR USE OF ANY OF ITS CONTENT. Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you. In no event shall SPC-CPF or its subsidiaries or affiliates be liable to you for any claim, damage, injury or loss of any nature arising out of or related to this Agreement in excess of the dollar amount paid by you to SPC-CPF for the Services. You agreed to indemnify SPC-CPF for any loss, injury, claim, liability, or damage of any kind resulting in any way from your breach of this Agreement or you breach of any of the intellectual property right of SPC-CPF or of any of its content suppliers.
9. Use of client Information.
If you participate in a workshop or otherwise use SPC-CPF’s Services, you hereby grant SPC-CPF the irrevocable and perpetual right to (i) record your name, likeness and/or voice relating to your participation in the Services (collectively, the “Released Subject Matter”) which includes, without limitation, photographs, pictures, moving pictures, recorded voice, recorded video, and stills (the “Images”), and to edit such Released Subject Matter at SPC-CPF’s discretion; and (ii) publish, reproduce, copyright, exhibit, display, distribute, and otherwise use the Images, or any portion thereof, in all forms and media including composite or modified representations for any lawful purpose that SPC-CPF deems appropriate, including advertising, trade, exhibition, illustration, promotion, publicity, advertising, electronic publication and any commercial purpose. You acknowledge and agree that you are not owed and will not be owed any consideration or royalty for such use. You understand and agree that SPC-CPF is under no obligation to make any use of the Images or the rights granted herein. You expressly release SPC-CPF and its agents, employees, licensees, successors and assigns (and all persons acting under any of their permission or authority) from and against any and all claims arising in connection with any use of the Released Subject Matter or the exercise of the rights granted herein which you have or may have for libel, slander, invasion of privacy, infringement of moral rights, defamation, copyright or trademark infringement, rights of publicity, any other personal or proprietary right, or any other cause of action arising out of the production, distribution, broadcast, or exhibition of the Released Subject Matter.
10. Termination.
SPC-CPF may by written notice terminate this Agreement or suspend its performance of all or any of its obligations under this Agreement immediately and without liability for compensation or damages if: (a) you fails to comply with any of its obligations under this Agreement or any agreement or deed supplemental to it and the failure (if capable of being remedied) remains un-remedied for 5 days; or (b) you commit any act which brings SPC-CPF into disrepute or which in SPC-CPF's reasonable opinion is prejudicial to SPC-CPF's interests. SPC-CPF may by written notice terminate this Agreement or suspend its performance of all or any of its obligations under it on serving of 2 weeks' notice. SPC-CPF's only obligation in this event shall be the pro rata refund of any charges paid in advance for Services that have not yet been rendered and are no longer accessible.
11. Modification to Terms.
SPC-CPF reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Site. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes.
12. General.
This Agreement shall be governed by laws of the Province of Ontario and the laws of Canada applicable therein, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, the Services or the Content, with the exception of claims for injunctive relief, shall be subject to the exclusive jurisdiction of the Ontario courts within the City of Ottawa, Ontario.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect.
A waiver by SPC-CPF of any breach by you of any terms, provisions or conditions of this Agreement shall not constitute a general waiver of such term, provision or condition or of any subsequent breach.
No joint venture, partnership or agency relationship exists between you and SPC-CPF as a result of this agreement or use of the Services. The failure of SPC-CPF to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SPC-CPF in writing.
This Agreement comprises the entire agreement between you and SPC-CPF and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.
The Customer may not assign its rights or delegate its duties under this Agreement without the Supplier's prior written consent.
Contact Us
If you have any questions, concerns or complaints about these Terms of Use, please contact us:
- By email: [email protected]
- By phone number: (+001) 207. 305. 22. 20
- By mail: 716-1 Post Office Square, Gorham, ME, USA 04038
