Cantillon Participant Agreement

IMPORTANT:
Read carefully before using the Materials made available under this Cantillon Participant Agreement

This Cantillon Participant Agreement (“Agreement”) is a legal agreement between you (“Participant”) and Ann Arbor SPARK, a Michigan nonprofit corporation (“Supporting Organization”), for the use of the educational materials as made available and marketed from time to time by Supporting Organization as the Cantillon Online Course (the “Course”).

By clicking the “I Accept” checkbox or button, or installing, copying, or otherwise using any Materials, Participant is bound by the terms of this Agreement.

License. In consideration of the fees paid by or on Participant’s behalf, Supporting Organization grants Participant, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable license and right to use and access individual screens containing and view video components (if any) and listen to audio components (if any) of the Materials in connection with any particular unit of the Course Participant has ordered from Supporting Organization.

Permitted Uses and Prohibitions. Participant acknowledges and agrees that the Materials are to be used solely for educational purposes in connection with a single business opportunity. Participant is not permitted to download, copy or reproduce the Materials except in connection with Participant’s participation in the Course or any unit of the Course. Notwithstanding anything to the contrary stated in this Agreement, Participant is not permitted to modify, republish, upload, post, sell, lease, license, transfer or in any manner distribute or permit others to use any Materials or any copies thereof. Participant must not reverse engineer, decompile or disassemble any Materials.

Term. Participant has obtained the right to use and access the Materials for a specific limited period of time, which is one year from the date of registration, and for a limited purpose, which is for educational purposes in connection with a single business opportunity. At the end of this period or, if earlier, upon abandonment of the single business opportunity, Participant’s license and associated rights will expire automatically, unless Participant has renewed Participant’s subscription on Supporting Organization’s then-current terms. The Agreement and Participant’s license to use the Materials will also automatically terminate if Participant fails to comply with any term or condition in this Agreement. In the event this license is terminated, Participant must immediately destroy any copies Participant has made of the Materials and Participant will not be not entitled to a refund of any fee paid by or on behalf of Participant to Supporting Organization.

Ownership. All materials, including, but not limited to all text, editorial content, images, graphics, logos, illustrations, photographs, video, audio, and other materials, as well as the designs, icons, layout, "look and feel," and all other graphical elements of this web site and all code and software of this web site and all copyrights, trademarks, service marks, tradenames, patents and other intellectual property rights in any of the foregoing (collectively, the “Materials”) are the sole and exclusive property of Supporting Organization or its third-party licensors, and are protected by U.S. laws and international treaties. By indicating that Participant accepts these terms, Participant does not become the owner of the Materials, but is entitled to use them as specifically permitted under the terms of this Agreement and subject to all additional intellectual property notices, information or restrictions accessed through this web site.

NO WARRANTY. NEITHER SUPPORTING ORGANIZATION NOR ANY THIRD PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, PROMOTION OR MARKETING OF THE COURSE AND/OR THE MATERIALS MAKES ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, WITH RESPECT TO THE COURSE AND/OR THE MATERIALS, WHICH ARE LICENSED "AS IS". ALL WARRANTIES ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND NON-INTERFERENCE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE. PARTICIPANT ASSUMES ALL RISK AS TO THE QUALITY, FUNCTION, PERFORMANCE, AND ACCURACY OF THE COURSE AND THE MATERIALS.

LIMITATION OF LIABILITY. IN NO EVENT WILL SUPPORTING ORGANIZATION OR ANY THIRD PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, PROMOTION OR MARKETING OF THE COURSE AND/OR THE MATERIALS BE LIABLE TO PARTICIPANT OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR PROFITS, OR FOR INABILITY TO USE THE COURSE OR ANY MATERIALS, EVEN IF SUPPORTING ORGANIZATION OR SUCH OTHER THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SUPPORTING ORGANIZATION OR SUCH OTHER THIRD PARTY'S LIABILITY FOR ANY DAMAGES OR LOSS TO PARTICIPANT OR ANY OTHER PARTY EXCEED THE FEE PAID BY OR ON BEHALF OF PARTICIPANT FOR THE COURSE.

Indemnification. Participant agrees to defend, indemnify and hold harmless Supporting Organization, its officers, directors, employees, agents and third party suppliers and licensors from and against any claims, actions, demands, judgments, liabilities, fines, penalties and expenses, including but not limited to reasonable attorneys fees, resulting from or alleged to result from, Participant’s use of or reliance upon any Materials or the Course (or any unit thereof).

Confidential Information. Participant agrees that Participant will not provide any information to Supporting Organization, or any of its officers, directors, employees, agents and third party suppliers and licensors, in connection with Participant’s participation in the Course or use of Materials, that Participant considers confidential or proprietary in nature. Participant further acknowledges and agrees that neither Supporting Organization, nor any of its officers, directors, employees, agents and third party suppliers and licensors, is under any obligation to maintain the confidentiality of any information of or provided by Participant except as may otherwise be agreed in a separate writing.

General. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. This Agreement may be modified only in writing authorized by Supporting Organization. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without regard for the choice of law rules of Michigan. Any action arising out of this Agreement may be brought solely in the courts of the State of Michigan or in the United States District Court for the Eastern District of Michigan – Southern Division. This Agreement constitutes the entire agreement between Participant and Supporting Organization with respect to the subject matter hereof and there are no representations, understandings or agreements about the subject matter hereof that are not fully expressed in this Agreement.

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