TERMS & CONDITIONS FOR CONTENT PROVIDERS

1.   Agreement.

Please read these terms and conditions of use carefully before using the CE Corner website (the “Site”). By using the Site and the services provided thereto, you agree to comply and to be bounded by the terms of the present agreement (the "Agreement"). Further, you acknowledge and hereby agree that you may receive electronic communications from Transcontinental Media G.P. (“TC Media”) in connection with this Agreement.

2.  Terms of use.

Only individuals authorized by TC Media may access and provide new content and services on the Site (collectively the “Services”). Each individual authorized by TC Media will be issued a unique username and password to access the “Content Provider” section of the Site. You must ensure the security of your access code and password at all times and ensure that they are not disclosed under any circumstances. You are solely responsible for protecting your username and password. We are not liable for any claims, losses, actions, damages, suits or proceedings relating to the sharing or disclosure of your username and password with others. You agree to notify TC Media immediately after you become aware of any unauthorized use of your user name and password, and to take such reasonable steps as are necessary to prevent any reoccurrence of such event.

 

TC Media reserves the right to terminate your access to the Site at any time and without notice, in whole or in part. If you violate these terms and conditions of use, your access to our Services will be immediately terminated.

3.  Content.

By using the Services, you allow the registered end users to access and download attachments, exclusively for their personal use. Further, you allow the registered end users of the Site to access and download your content including all texts, videos, images, audios exclusively for personal purposes. In addition, you authorize the registered end users to download a copy to their personal computers any PDFs for which you have authorized the download, exclusively for personal purposes.

4.  Prohibited Use of the Site.

Your use of the Services and, other proprietary material must comply with the terms and conditions of use of this Agreement. You undertake not to, directly or indirectly: (i) use the Site content in a false, inaccurate, deceptive, defamatory, obscene manner or (ii) in violation of any applicable laws, infringing on third party intellectual property rights or in violation of the privacy laws.

5.  Plans, rates & Payment Methods.

You hereby appoint TC Media, and TC Media hereby agrees to act as the hosting publisher of your content on the Site. The following revenue share shall apply to your course sales made on the Site will be made as follows:

 

  • For your CE accredited content on the Site, TC Media will pay a fee equal to 50% of the revenues generated from such sales.
  • For your live events (webinar/conferences) on the Site, TC Media will pay a fee equal to 80% of the revenues generates from such sales.

 

These charges are supplemented by a payment management fee levied directly by Stripe (the current selected third party processing all sales on the Site) charging 2.9% service fee, plus 30 cents per transaction. Said management fees shall be shared equally between TC Media and You and such fees can be modified from time to time by TC Media, without prior notice.

 

TC Media will pay the aforementioned revenue share within thirty (30) days of the month end of the sale. All fees set forth in this Agreement are in Canadian dollars and are exclusive of applicable taxes. In the event that withholding taxes or any other similar taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, TC Media may withhold such taxes.

6.  Refund Guarantee.

Refund to a registered end user to a CE accredited online course or event on the Site can be initiated by your admin user directly from your account on the Site. The fees charged with the original invoice will be refunded proportionally to the amount refund to the user subject to the refund be made only within ninety (90) days of issuance of the original transaction with the end user. After such ninety (90) day period, TC Media’s fees are not refundable. If TC Media cannot get a refund from you, TC Media can collect the unpaid amounts using other means of collection, including through collection agency services.

7.  Warranties.

Except as expressly set forth herein, TC Media does not make any representation or warranty whatsoever regarding the Services to be provided hereunder, the success of such Services, as measured in any way, (including the quality or content thereof), any information, Services or products provided or available through or in connection with TC Media, the site or any link included thereto or therefrom or any results obtained through the use thereof. Other than as expressly set forth herein, TC Media hereby disclaims on behalf of itself and all affiliated entities any and all warranties including, without limitation (1) any warranties as to the availability, accuracy or content products or services advertised, or sites linked thereto or therefrom; and (2) any warranties of title or warranties of merchantability, non-infringement or fitness for a particular purpose.

8.  Indemnification.

Each party shall indemnify and hold harmless the other party and its subsidiaries and affiliates and their respective employees, directors, officers, shareholders, agents and representatives from and against all costs, claims, expenses and liabilities arising in connection with any and all actual losses, damages, liability, costs, expenses, judgments and settlement amounts, including reasonable attorneys' fees, arising out of or in connection with the breach of any its representations, warranties or covenants made hereunder.

 

Either party shall notify the other party immediately if it becomes aware of any actual or potential claims, suits, actions, or charges that could affect either party’s ability to perform its duties or to exercise its rights under this Agreement.

 

Except as relates to claims arising from willful misconduct or gross negligence, TC Media will not be liable for (i) lost profits, revenue or business opportunity, interruption of business, or (ii) any indirect, special, incidental, punitive or consequential damages of any kind under this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise, even if such party has been advised of the possibility of such damages.

9.  Privacy.

You shall own and have all rights in and to all Personal Information (as such term is defined below), to the extent permitted by privacy laws. For greater certainty, TC Media further agrees that it shall not be entitled to use, disclose or employ such Personal Information otherwise than as may be required for the performance of the Services. “Personal Information” shall have the meaning ascribed to it in the Act respecting the protection of personal information in the private sector for any Personal Information gathered in the province of Quebec and the Personal Information Protection and Electronics Documents Act (PIPEDA) or any other Canadian applicable legislation and shall include factual or subjective information about an identifiable individual, in any form, including digital or paper format, provided that those elements of Personal Information which are rendered anonymous shall be deemed Non Personal Information, as such term is defined below.

 

Non Personal Information which is collected by TC Media and which is not required to be provided to Client as a Service shall be and remain the sole and exclusive property of TC Media.

10.  Suspension of services.

TC Media shall have the right to suspend or shut down the provision of Service upon a twenty (20) day prior written notice if TC Media reasonably determines that you have failed to comply with its obligations or warranties relating to the Services, except that, for matters relating to security, infringement of intellectual property rights or privacy, TC Media shall be entitled to suspend the Services immediately if absolutely required in order to mitigate any possible damages resulting from an alleged breach. TC Media shall in any event provide prompt notice to you if your breach or default is material and incurable, TC Media may terminate this Agreement pursuant to section 11.

11.  Termination.

Either party may terminate the Services this Agreement upon material default of the other party which remains uncured for thirty (30) days after the transmittal of a written notice thereof, or immediately if the other party becomes bankrupt, insolvent or ceases to carry on business. The obligations herein which, by their nature, should survive the termination of this Agreement shall continue to apply following termination.

 

Each party waives any right to terminate this Agreement in reliance upon Article 2125 of the Civil Code of Quebec or otherwise, except pursuant to the terms Section 11.

 

Each party may terminate for any reason this Agreement by providing a termination notice to the other party of ninety (90) days prior to the effective date of termination.

12.  Laws.

This Agreement will be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

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