Resellers Agreement

Definitions
"Author" - refers to a user who wish to post course their own materials on this Web Site
"Author Content" - refers to the course materials posted by Authors to this Web Site
"Web Site" - refers to Learnopia.com and all associated web sites.

Relationship to Learnopia.com
By agreeing to this agreement, you are bound by the terms laid out in this agreement. If you do not agree to any terms within this agreement, you cannot become an "Author" on Learnopia.com. You certify that you are at least 18 years old, and have reach the age of majority in the country in which you live. You also represent that you can legally become a Learnopia.com Author. You agree that by becoming an Author, that no legal agency relationship or partnership is created between Learnopia.com and you. Neither Learnopia.com nor you is an agent, partner, or has any authority to bind the other. This agreement is void where prohibited by law, and that would prevent you from becoming an Author.

Entire Agreement & Amendment
This Agreement constitutes the exclusive and complete agreement between the parties relating to the subject matter hereof. It supersedes all prior agreements, written and oral, between the parties relating to this subject matter. Learnopia.com reserves the right to amend this Agreement at any time. When Learnopia.com amends this Agreement, Learnopia.com shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at our web-site that; (i) such amendments or changes have occurred; and (ii) identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Learnopia.com, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that it is your responsibility to keep up on changes to this Agreement.

Membership Account and Password
In order to become a Learnopia.com Author, you will need to create a Membership account. You may not use another member's account without their permission. You must provide accurate and complete information when signing up for your account. You are responsible for any and all activity that occurs on your account. It is very important that you keep your password secure. You must notify Learnopia.com immediately of any breach of your account. Though, Learnopia.com will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Learnopia.com or others due to such unauthorized use.

Learnopia.com Payout Calculations
The initial breakdown of course fee is 25% to Learnopia.com and 75% to the Author. The Author has the opportunity to use our Affiliate network to promote their courses. The choice of how much to pay affiliates is the Author's choice. Of the Author's 75% of the course fee, they can choose between 5% and 76% of the total course fee to apply to the Affiliate Payout. There is an additional 5% Affiliate Network Fee if the affiliate network is used.

Payment Schedule
If your teacher payout is less than $2,000 US/month, you will be paid on a monthly basis. If you exceed $2,000 US/month, other payments may be arranged with Learnopia Inc. If you do not maintain the $2,000 US/month threshold you will be back to monthly payments the following month.

Term Length, Suspension and Termination
This agreement is on an ongoing basis until either Learnopia.com or you decide the terminate the agreement. Learnopia.com may suspend or terminate your account at any time and at Learnopia.com's sole discretion. You may terminate this agreement in writing to Learnopia.com at any time, and for any reason. Learnopia.com will withhold funds owed to you for the following reasons:

Violation or infringement of any Person's rights, including without limitation, any Intellectual Property Rights. Illegal activity, including but not limited to, bank fraud, credit card fraud , consumer fraud, spamming or other illicit commercial activities or any other activity which violates any federal, state, provincial, local or foreign constitution, law, statute, treaty, ordinance, code, rule, regulation, interpretation, directive, policy, order, decree, injunction, opinion, ruling, judgement, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, provincial, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any court or other tribunal of competent jurisdiction, or any other municipality, governmental authority or instrumentality or authority, whether currently in effect or hereafter enacted or amended. Making false, deceptive or misleading statements, misrepresenting, over-promising, or any other acts in violation of federal, state or provincial law affecting consumer protection and commercial activities. A breach of any term of this Agreement, including, without limitation, any representation, warranty or covenant made by You in this Agreement.

The Author Content will remain on the site for one year following termination, for those students who are currently enrolled in your courses to complete the course. No new enrolments will be taken for your courses. Upon any suspension or termination, all rights and licenses granted to you by Learnopia.com will cease, including your right to access the Site.

Marketing and Licensing
Upon submission of the Author Content, you grant to Learnopia.com certain marketing and licensing rights, comprising of a revocable, transferable right to market, use, sell, promote, and distribute the Author Content on a world-wide basis, and use the Author's Content including but not limited to the Author's name, image, likeness, images, logos, and trademarks, through the Web Site operated by Learnopia.com, subject to the terms of this Agreement. Learnopia.com reserves the right to review all Author Content prior to posting and to not post a submission for any reason whatsoever and to do so without any notification to you.

Confidentiality & Non-Disclosure
You agree that any "Confidential Information" disclosed to you by Learnopia.com will remain confidential and not by disseminated, disclosed, or published, to anyone without Learnopia.com's prior written consent. This Confidential Information does NOT include the following:

  • information that is generally made available to the public by Learnopia.com
  • information that is legitimately and generally available to the public through no breach or fault of yours
  • information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation
  • information that is independently developed by you without the use of any Learnopia.com's Confidential Information

You also agree not to use Learnopia.com Confidential Information in any way, including, without limitation, for any third party's or your own benefit without Learnopia.com's prior written consent. You agree to take the necessary precautions to prevent any unauthorized disclosure, dissemination, publication, or use of Learnopia.com Confidential Information. You agree that Learnopia.com will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies it may have.

Restrictions
You agree not to exploit the Site, or Site Content, in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the information, for anything other than for authorized purposes. Any attempt to do so is a violation of the rights of Learnopia.com. Copyright and other intellectual property laws protect the Site and Site Content provided to you, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted in writing, you may not publish, modify, transmit, redistribute, reproduce, participate in the transfer or sale of, create derivative works based on, perform, display, or in any way exploit any of the Site or Site Content in whole or in part. Use of the Site or Site Content to circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. You may not disassemble, decompile, reverse engineer, attempt to derive the source code of any security components or any software components of the Site or Site Content (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing). Learnopia.com retains ownership of all its rights in the Site and Site Content, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Learnopia.com intellectual property.

No Warranty
LEARNOPIA.COM WILL NOT GUARANTEE, PROMISE, OR WARRANT THAT ANY AUTHOR CONTENT THAT YOU SUBMIT WILL BE USED ON ANY WEB-SITE THAT IS OWNED OR OPERATED BY LEARNOPIA.COM. LEARNOPIA.COM ALSO DOES NOT GUARANTEE, PROMISE OR WARRANT THAT THE SITE OR SITE CONTENT WILL BE ERROR-FREE, ACCURATE, OR UNINTERRUPTED, OR THAT ANY ERRORS WILL BE FIXED. THESE SERVICES ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. SERVCIES ARE SUBJECT TO CHANGE WITHOUT ANY NOTICE. WHILE LEARNOPIA.COM TAKES EVERY EFFORT TO PROTECT ITS USERS, WE CANNOT GUARANTEE THAT SITE CONTENT AND FILES THAT YOU DOWNLOAD WILL BE FREE OF VIRUSES OR DESTRUCTIVE FEATURES AND LEARNOPIA.COM DISCLAIMS ANY LIABILITY RELATED THERETO. LEARNOPIA.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, ACCURACY, FITNESS , AND MERCHANTABILITY, FOR A PARTICULAR PURPOSE. LEARNOPIA.COM DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, CONDUCT AND OMISSION OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST LEARNOPIA.COM FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

Disclaimer of Liability (Limitation of Liability)
UNDER NO CIRCUMSTANCES SHALL LEARNOPIA.COM BE LIABLE WITH RESPECT TO THE SITE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT LEARNOPIA.COM HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, LEARNOPIA.COM IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, LEARNOPIA.COM'S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).

Governing Law, Dispute Resolution
You agree that Ontario law will govern this Agreement, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the Province of Ontario and that any suit, proceeding, action, suit, or claim arising out of or related to this Agreement must be brought exclusively in federal or provincial courts located in Milton, Ontario. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, PROCEEDING, ACTION, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.

Export Control
You acknowledge and agree to comply with all applicable export laws, You hereby warrant and represent and that any course offered and/or provided by You is approved for export from Canada without additional authorization or licensing from the Canadian government. Should the export authorization status of your Author Content change, You agree to immediately notify Learnopia.com in writing.

Required Permits
You assume sole responsibility for obtaining and maintaining all necessary and relevant permits and licenses associated with the legal operation of your business.

Indemnification
To the fullest extent permitted by law, You agree to the following: In the event that a Party files any claim or commences any action whatsoever ("Claim") in connection with Your use of the Learnopia.com services, You shall indemnify, defend, and hold harmless Learnopia.com, its affiliates, and its directors, officers, employees, representatives, heirs, successors, agents, lawyers, and assignees, ("Learnopia.com Party") from and against any and all liabilities, damages, costs or claims (including, without limitation, the costs of investigation and defence and reasonable attorneys' fees and litigation and court costs) ("Losses") incurred by any Learnopia.com Party as a result of such Claim, regardless of whether such Losses are direct, consequential, incidental, punitive or statutory. Upon receiving notice of any Claim for which Learnopia.com is entitled to indemnification by You, Learnopia.com shall provide You with written notification and opportunity to assume sole control over the defence or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (1) any settlement which would impose an unindemnified monetary obligation on and/or admission or finding of liability or wrongdoing by Learnopia.com will require Learnopia.com's prior express written consent; and (2) failure to provide timely notice, assistance or control, shall not relieve You of Your obligations; and (3) Learnopia.com may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Learnopia.com's own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to Learnopia.com's use of such counsel. In the event that Learnopia.com incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or relation to Your Author Content, Learnopia.com reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by Learnopia.com up to a maximum of $2500 per event. You release and authorize Learnopia.com from any liability in connection with, such deductions.

Assignment
If Learnopia Inc. is sold in whole, or in part, or its assets, it may freely transfer or assign any or all of the rights and obligations described under this Agreement without Your consent and without notice to You, to the purchaser. Also, You may not assign this Agreement or any of Your duties and rights and hereunder without Learnopia.com's prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Severability
If any provision of this Agreement is declared or determined by any court to be invalid or unenforceable: (i) the validity of the remaining parts, terms or provisions shall not be affected by that determination; (ii) the invalid or unenforceable part, provision or term shall not be deemed to be part of this Agreement; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by applicable law.

Dated: August 11, 2010