TERMS AND CONDITIONS OF USE AND SALE OF ONLINE COURSES
These terms apply to the purchase and use of all online courses (hereinafter individually a “Course” or collectively the “Courses”) offered by 9354-2801 Québec Inc., doing business as Market Gardener Institute. Specific terms applicable to a free preview of a module, if any, will be specified upon access to such preview. No payment will be requested from you prior to full enrollment in a paid Course.
By accessing our Courses, enrolling in them, or using them in any way, you acknowledge that you have read, understood, and agree to be bound by the entirety of this Agreement. If you do not agree to these terms, you must not purchase or access our Courses. In this Agreement, the terms “You,” “Your,” the “User,” or the “Participant” refer to the person who purchases, accesses, or uses the Course.
You are purchasing access for one (1) person to an Online Course (which may also be referred to as the “Training Program,” “Training Product,” or “Service” in this Agreement or in our communications) from 9354-2801 Québec Inc., doing business as Market Gardener Institute (hereinafter collectively referred to as the “Company,” “we,” or “us”). You must be at least 18 years old, or have reached the age of legal majority in your jurisdiction of residence, to purchase access to a Course. If you are between 13 and the applicable age of majority, you may only use the Courses under the supervision and with the explicit consent of your parent or legal guardian, who then agrees to be bound by this Agreement.
The Course includes access to training modules, content and educational materials, as well as other information and materials provided by the Company (collectively, the “Protected Content,” as further defined below) and potentially access to a site or a community platform for Course members (the “Site” or the “Platform”). By purchasing access to a Course, you and the Company hereby agree to these terms and conditions as well as the terms of use of the hosting platform and the Company’s privacy policy (collectively, this “Agreement”) under the legal conditions governing your use of the Course and forming a legal agreement between you and the Company. In the event of a conflict between these Terms and the Platform’s Terms of Use or the Privacy Policy, these Terms shall prevail.
THE SECTION BELOW ENTITLED “CLASS ACTION WAIVER” AFFECTS YOUR LEGAL RIGHTS. PLEASE READ IT.
This Agreement is drafted in the French language. In the event this Agreement is translated into another language, the French version shall prevail in the event of any discrepancy in interpretation.
TECHNICAL OVERVIEW AND PLATFORMS USED
The Company’s Courses are primarily hosted on the Thinkific online course platform (or any other platform that the Company may choose in the future). To provide and improve our services, we may connect this platform to our institutional website (for example, developed on WordPress), to our customer relationship management system (for example, ActiveCampaign), to audience analytics tools (such as Google Analytics), and potentially to other third-party tools. Using the Courses implies that you acknowledge and agree that your data may be processed by these platforms in accordance with their own terms of use and privacy policies, as well as our Privacy Policy. The Company is committed to selecting partners who respect data privacy and security.
You are solely responsible for having the computer equipment, software, Internet connection, and technical skills necessary to access and use our Courses. The Company shall not be liable for technical incompatibilities or access difficulties related to your equipment or your Internet service provider. The Company is not responsible for modifications, interruptions, or service terminations by third-party platforms (Thinkific, etc.), although it will endeavor to minimize any impact on access to the Courses. Unless explicitly stated otherwise, the Company is not affiliated with any of the third-party platforms mentioned (WordPress, ActiveCampaign, Google Analytics, etc.) and shall not be held responsible for their actions or omissions.
INTELLECTUAL PROPERTY
You agree that the Courses contain proprietary information and material (hereinafter collectively referred to as the “Protected Content”) that belong to the Company and/or its licensors and are protected by copyright, trademark, and other applicable intellectual property laws in Canada and internationally.
Protected Content includes, without limitation: all videos and their recordings, textual transcripts of videos, presentations (slides), Excel files, Word documents, PDF files, guides, manuals, drawings, graphics, photographs, illustrations, logos, trademarks, course outlines, exercises, case studies, templates, software tools developed or provided by the Company, as well as any other documentation or educational material provided in any form (digital, printed, oral, etc.) as part of the Courses offered by Market Gardener Institute.
The Company grants you a limited, personal, non-exclusive, non-transferable, and revocable license to access and use the Protected Content of the Course in which you are enrolled, solely for your personal, educational, and non-commercial use, in accordance with the terms of this Agreement. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right other than those expressly granted herein.
Strict usage restrictions and prohibition related to artificial intelligence:
You agree not to use the Protected Content in any way except for uses compliant with this Agreement. Any use not expressly authorized is strictly prohibited. Specifically, and without limitation, you may not:
Modify, copy, reproduce, republish, download (except in cases explicitly permitted for personal use such as downloading a copy of individual pages of the Site for your personal, non-commercial use, provided that all copyright and other proprietary notices remain intact), display, transmit, distribute, sell, rent, lend, translate, create derivative works, exploit, or disseminate in any manner or on any medium (including by email or other electronic means) all or part of the Protected Content.
Use, extract, reproduce, or allow third parties to use, extract, or reproduce (whether manually or by automated means including, but not limited to, “web scraping,” “data mining,” or the use of robots, spiders, or any other data extraction device) all or part of the Protected Content for the purpose of training, developing, improving, or providing artificial intelligence (AI) models, machine learning algorithms, large language models (LLMs), or any other AI-based technology or application, existing or future.
Integrate, provide, or make accessible in any way all or part of the Protected Content to an artificial intelligence, a machine learning system, a search engine, or any other tool or platform likely to exploit or index this Protected Content for purposes other than your personal learning as defined in this Agreement.
Circumvent technical protection measures (for example, digital rights management systems—DRM) implemented by the Company to protect the Protected Content.
Duplication, sharing, resale, distribution, or uploading of Protected Content files to sharing sites, forums, social networks, or transmission to third parties not enrolled in the Course is considered theft and a serious violation of this Agreement. Likewise, any use of Protected Content to train or feed an artificial intelligence constitutes a direct violation of our intellectual property rights.
The Company will pursue any infringement of its intellectual property rights to the fullest extent permitted by law, including by seeking injunctive relief, claims for damages, and criminal prosecution where applicable.
For clarity: you may not create derivative works, resource guides, marketing or business material, source material, intellectual property, websites, blogs, web content, or any other work referencing the Company, Market Gardener Institute, its Courses, or the Protected Content of the Courses, nor infringe in any way the Company’s intellectual property. Any material you create must focus on your business, not ours. All copyrights in the Courses and their Protected Content (including the compilation of Protected Content, displays, links to other Internet resources, and descriptions of those resources) are owned by the Company and/or its licensors, who reserve all their respective rights at law or in equity. THE USE OF THE COMPANY’S COURSES AND THEIR PROTECTED CONTENT, EXCEPT AS PERMITTED BY THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS AND MAY EXPOSE YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POTENTIAL DAMAGES FOR COPYRIGHT AND OTHER INFRINGEMENTS.
The Company’s trademarks (including “Market Gardener Institute”), service marks, graphics, and logos used in connection with the Courses are common law or registered trademarks of the Company. No rights or licenses are granted to you in respect of the foregoing marks.
The Courses include access for one (1) person. Upon enrollment, you will be prompted to create a username, password, and member profile to use during the Course and in the private section of the Site or Platform, as well as in any exclusive directory.
If you wish to take a Course with a business partner or collaborator, each of you must purchase the Course individually. In addition, if you want your assistant or your entire team to take a Course, you must purchase a separate membership for each participating member. Contact us at [email protected] to learn more about our multi-user program.
If you provide the Company with feedback, suggestions, improvement ideas, or other input regarding the Courses or the Protected Content (collectively, “Suggestions”), you acknowledge and agree that all such Suggestions will become the sole and exclusive property of the Company. You irrevocably assign to the Company all your rights, title, and interest in and to the Suggestions, including all related intellectual property rights, without any compensation or recognition.
You agree to promptly notify the Company at [email protected] if you become aware of any unauthorized use of, or suspected infringement of, the Protected Content or the Company’s intellectual property rights.
The obligations of this “Intellectual Property” section survive termination or expiration of this Agreement.
PRIVACY AND CONFIDENTIALITY
The Courses are subject to the Company’s Privacy Policy, which details our practices regarding the collection, use, and protection of your personal information. As mentioned above, our platform and services rely on third-party tools and integrations (such as Thinkific, WordPress, ActiveCampaign, Google Analytics) that may collect certain data for their operation and to help us improve our services. We invite you to consult our Privacy Policy to understand what data is collected, how it is used, and your rights in this regard. The Company does not knowingly collect personal information from children under 13 and does not wish to do so. The Company reserves the right to request proof of age to verify that minors under 13 are not using the Courses.
We respect your privacy and insist that you respect the privacy of others participating in the Courses (“Participants”). “Confidential Information” includes, without limitation, any non-public information disclosed by the Company or a Participant, whether marked confidential or not, including but not limited to business strategies, financial information, client lists, trade secrets, Protected Content not yet publicly disseminated, and personal information of Participants.
By purchasing access to a Course, you agree:
not to infringe the copyrights, patents, trademarks, trade secrets, or other intellectual property rights of the Company or the Participants;
that any Confidential Information shared by the Participants or by any of the Company’s representatives is confidential and proprietary and belongs solely and exclusively to the disclosing Participant or to the Company;
not to disclose such Confidential Information to any other person or to use it in any way other than in the context of discussions with other Participants during training sessions or within the Course community;
that all Protected Content provided to you by the Company is Confidential Information and intellectual property of the Company, that it belongs solely and exclusively to the Company, and that you may use it only with the Company’s permission;
that reproduction, distribution, and sale of Protected Content by anyone other than the Company are strictly prohibited; and
that if you violate, or threaten to violate, any of your covenants contained in this paragraph, we will be entitled, among other things, to an injunction to prevent such violations.
Although you are free to discuss your personal results in relation to the Course and the training, you must keep strictly confidential the experience and statements, oral or written, of all other Participants.
Unless expressly authorized in writing by the Company, you are strictly prohibited from recording (audio, video, screenshots) live course sessions, webinars, exchanges with instructors, or with other Participants.
You are responsible for maintaining the confidentiality of your login credentials (username and password) to access the Courses. You agree to promptly inform the Company of any unauthorized use of your account.
Market Gardener Institute COURSE MEMBER AREA AND COMMUNITY RULES
No solicitation in the member area: the Market Gardener Institute community is intended to learn and foster constructive exchanges among Participants, not to attempt to turn other Participants into clients. You are not permitted to offer your services, sell your programs or products, or invite Participants to join other social networks, groups, or programs outside those officially offered by the Company. This is a learning space and a no-sales, no-solicitation environment. Sharing affiliate links in the community space is not permitted. Failure to comply with these conditions will result in immediate termination of your participation in the Course and the community, without refund or any other form of recourse or compensation.
Community rules:
Be kind. We have a zero-tolerance policy for negativity, bullying, drama, gossip, or toxic energy. Encourage and support your peers. Never make anyone feel unwelcome or judged; treat everyone with love and acceptance. If you disagree or have an opposing viewpoint to share, do so with respect, honor, and in a spirit of compassion. Lively debates about ideas or concepts are great; personal attacks are not. If you cannot be kind, remain quiet. Violation of this rule is grounds for immediate and permanent exclusion from the community, without refund or any other form of recourse or compensation.
Do not gossip. This is a no-gossip zone: about the Company (including Market Gardener Institute and 9354-2801 Québec Inc.), its representatives, its instructors, its Courses, or anyone else, member or not. We do not disparage anyone, whether other programs, teachers, or people. This also applies to issues with other program peers. Do not create drama by posting “A certain Program member did X and I am so upset” or “Someone in this group did Y, it wasn’t cool.” If you have a problem or grievance, whether with the Program or among yourselves, address it directly with the party with whom you have the issue. Find a solution. That is the adult and responsible thing to do. If you think it is important for us to know, please take screenshots, gather your records of exchanges or communications, and inform the Company team by writing to [email protected]. We do not want charlatans or scammers in this community and we will act.
Be generous. Give more than you ask. Share what you are working on, but place greater emphasis on sharing support, knowledge, and encouragement. Think 3:1. Give 3x more support, knowledge, and encouragement than you ask for.
Be ethical and original. Do not copy, steal, or share others’ intellectual property. Do not reuse or restructure other members’ content. If you have a question or a case of infringement, write directly to the person concerned. Be sure to take screenshots and keep all communications to substantiate your case. If you need additional help, write to us directly at [email protected]. We take these matters seriously and it is grounds for possible removal from the program and the community. If we find that you are here only to take others’ work as your own, this is NOT the place for you and you will be removed without refund or any other form of recourse or compensation.
Do not spam, send mass emails, or violate privacy. Never email or contact other members without their permission, and never add people to your mailing list. Any violation of this rule results in immediate removal of enrollment without refund or any other form of recourse or compensation. When in doubt, write to [email protected]. We are always here to help you resolve issues—better safe than sorry.
Exercise due diligence. If you decide to hire someone or enter into a contractual relationship (verbal or written) with a person you met through your participation in an Market Gardener Institute Course, you do so at your own risk. Please exercise reasonable diligence and always put in place clear, written contracts and service agreements. While we like to believe that everyone on the planet is honest and ethical, this is not always the case. The Market Gardener Institute Courses and the Company are not responsible for loss of income, damages, breaches of contract, or any other adverse circumstances resulting from such relationship.
Prohibition of illegal/harmful content. It is prohibited to post any content that is illegal, defamatory, obscene, threatening, hateful, or that encourages illegal or harmful activity.
The Company reserves the right, in its sole discretion, to moderate, remove any content, or restrict access to any Participant who violates these community rules or the spirit of the community, without notice or refund.
User-generated content: If you post content in the community space (texts, images, links, etc., collectively “UGC”), you warrant that you hold all necessary rights to such UGC and that it does not violate any third-party rights or any applicable law. You retain ownership of your UGC, but you grant the Company a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, distribute, prepare derivative works of, display, and perform such UGC in connection with the operation of the Courses and the community, including for promotional purposes (for example, anonymized testimonials). The Company is not responsible for UGC posted by Participants.
THIRD-PARTY MATERIALS AND WEBSITES
The Company may provide links to third-party materials and websites, uses third-party platforms such as Thinkific for hosting Courses, and may create groups (for example, on Facebook) for your and Participants’ convenience. Use of the Course hosting platform (e.g., Thinkific) is subject to that platform’s terms of use and privacy policy, which you are encouraged to review. Likewise, use of any Facebook group is subject to Facebook’s terms. These third-party materials, websites, and platforms are not integral parts of the Courses in the sense that the Company would control their content or policies, and they may be removed or their conditions modified by third parties at any time without the Company having to assume direct responsibility. You agree to be responsible for all payments and other obligations related to your use of any third-party materials and websites, as well as for compliance with their terms. Furthermore, you agree that the Company is not responsible for reviewing and evaluating the content and accuracy of any third-party materials and websites, and the Company does not warrant and will have no liability for any third-party materials or websites or for any other third-party materials, products, or services. You further agree not to use third-party materials and websites in a manner that infringes or violates the rights of any other party and that the Company will not be responsible for your misuse of third-party materials and websites.
ANY USE OF THIRD-PARTY MATERIALS, WEBSITES, OR SERVICES IS AT YOUR OWN RISK. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE CONTENT, SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH THIRD-PARTY ITEMS. You acknowledge that third-party services and platforms may change their offerings, terms, or cease operations without notice, and that the Company cannot be held responsible for the consequences of such changes.
PAYMENT POLICY
All prices are stated in US dollars (USD), unless explicitly indicated otherwise. You are responsible for all transaction fees, exchange fees, or other banking fees that may be imposed by your financial institution.
You are required to pay the full price of the Course (including all sales taxes and other applicable taxes or fees) and to provide us with a valid credit card or other payment method. You agree to provide accurate, complete, and up-to-date payment information, and to promptly update it in the event of changes (for example, change of billing address, credit card number, or expiration date).
If you opt for a payment plan, you authorize the Company (or its third-party payment processor) to automatically charge your stored payment method on the agreed due dates, without further notice, until the total amount of the Course is paid. In the event of a payment default, including a declined credit card payment, the Company reserves the right to immediately suspend or revoke your access to the Course and any Protected Content, without notice, until the amount due is paid in full. If payment is not rectified within seven (7) days of the initial decline, access may be permanently revoked at the Company’s discretion. You will also not have access to future releases of the program, as published, until all payments have been made in full.
If your account remains delinquent for more than sixty (60) days, the Company reserves the right to report any outstanding balance to a credit bureau and/or a collection agency, at the Company’s sole discretion, until the account is brought current and in good standing. In the event of continued default requiring the use of a collection agency or legal proceedings, you agree to reimburse the Company for all reasonable costs incurred to recover amounts due, including attorney’s fees and court costs.
If your account remains delinquent for more than ninety (90) days, the Company reserves the right to permanently delete your account.
For clarity, access to the Courses is generally not a “pay-in-part” program where you can pay only for access to certain Modules and not others (unless explicitly offered as such). It is a full-immersion program, and your payment plan, if offered, is a convenience we provide so you can make the price sustainable. Under no circumstances may you withhold or offset any payment due to the Company under this Agreement, even in the event of a claim on your part.
SUBSCRIPTION AND AUTO-RENEWAL POLICY
Some of our products and services are offered under a subscription-based model (the “Subscription”). By purchasing a Subscription, you agree to be automatically enrolled in a recurring billing plan and to be charged at the beginning of each billing cycle, unless you cancel your Subscription in accordance with this policy.
Your Subscription grants you access to the relevant course content, community, and/or digital resources for the duration of the active subscription period, as specified at the time of purchase. Unless otherwise stated, Subscriptions renew automatically at the end of each term for the same duration and at the then-current renewal rate.
You may cancel your Subscription at any time during its active period. Upon cancellation, your access will remain active until the end of your current billing period, and your Subscription will not automatically renew. Cancellations must be made prior to the renewal date to avoid charges for the next billing cycle.
We offer a 14-day, 100% money-back guarantee on certain course only - from the date of enrollment if the course or Subscription does not meet your expectations. After that period, your Subscription will remain active for the full term (typically twelve (12) months), and you will have the option to renew at the end of your term.
The Company reserves the right to modify Subscription pricing or terms with reasonable notice prior to renewal. Your continued enrollment after such notice constitutes acceptance of the new terms.
REFUND POLICY
We are committed to providing you with high-quality educational content. Our refund policy exists so that you can be assured we will do everything in our power to keep our promises. However, we cannot guarantee that taking our Courses is the right decision for you, personally or financially.
We understand that our Courses may represent a serious investment, and we expect you to exercise reasonable diligence before purchasing a Course to ensure it is the right decision for you. A change of mind or a lack of funds will generally not be eligible as grounds for a refund request.
If you sincerely engage in the Course and do not derive value from it or believe that your learning style does not match the way we teach the specific content of the Course in which you are enrolled, we may consider a refund on a case-by-case basis, less any non-refundable transaction fees incurred by the Company (for example, credit card fees, payment platform fees) and, where applicable, a holdback for the value of content already consumed, at the Company’s discretion, subject to the following conditions (which may vary slightly from one Course to another and will be specified on the sales page of the relevant Course):
Deadline to Request a Refund. To be eligible for a refund, you must generally submit your request in writing to [email protected] within 14 days of the initial purchase. Any refund request must include your full name, the email address used for the purchase, the name of the Course, the purchase date, and a detailed explanation of the reasons for your request, accompanied by the required coursework. The deadline exists because if you enroll in a Course, we want you to start. If you do not plan to start right away but want to enroll this year, we would be delighted to have you, but make sure it is the right investment for you, as the refund has a firm deadline.
Completed coursework. We may ask you to send us your completed coursework (to ensure that you truly tried) and we will ask you what did not work for you (so that we can learn and improve). The nature and extent of the work to be submitted will be at the Company’s discretion and may vary by Course.
Company’s discretion. Once you have submitted your materials and your request, all refunds are at the sole and absolute discretion of the Company, which may decide to grant or deny the refund request after reviewing your file.
Please do not enroll in a Course if you only want to “check it out.” We devote extraordinary time and effort to our Programs and we expect you to do the same. Our Courses are for serious students. No refunds will be granted if the User has violated any provisions of this Agreement, including those relating to intellectual property or community rules. Refunds do not apply to purchases made at a significant discount or as part of special promotional offers, unless explicitly stated otherwise.
Our refund policy applies only to certain courses. You are responsible for verifying whether the course in which you wish to enroll includes a refund policy or not.
DISCLAIMER
THE COURSES, THE SITE, THE PROTECTED CONTENT, AND ANY OTHER MATERIAL WE PROVIDE HEREAFTER ARE PROVIDED “AS IS” AND “AS AVAILABLE”; WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE IN CONNECTION WITH THE PRODUCTS.
When we address financial matters or business outcomes on our websites, videos, newsletters, programs, or other Protected Content, we have made all reasonable efforts to ensure that we accurately represent our programs and their potential. However, the Company does not guarantee that you will achieve specific results or earn money using our ideas, tools, strategies, or recommendations, and nothing in our Courses, Protected Content, or the Site constitutes a promise or guarantee of earnings or future results.
YOU EXPRESSLY AGREE THAT THE USE OR INABILITY TO USE THE COURSES IS AT YOUR OWN RISK. By purchasing access to a Course, you agree, acknowledge, and understand that you are entirely responsible for your progress and the results of your participation and that we make no representation, warranty, or guarantee, verbally or in writing, regarding your income, business profits, performance (agricultural or otherwise), growth of your clientele, or results of any kind. You are solely responsible for your actions and results in life and in business which depend on personal factors including, but not necessarily limited to, your skill, knowledge, abilities, dedication, business acumen, network, and financial situation, to name only a few. You also understand that any testimonial or endorsement by our clients or the public represented on our programs, websites, content, landing pages, sales pages, or offers has not been scientifically evaluated by us and that results achieved by individuals may vary significantly. All statements on our websites, programs, content, and offers are only our opinion and therefore do not constitute guarantees or promises of actual performance.
The Protected Content is provided for educational and informational purposes only. The Company and its instructors do not provide personalized professional advice (legal, medical, psychological, agronomic, financial, tax, etc.) as part of the Courses. Any information provided should not substitute for consultation with qualified professionals. You are solely responsible for seeking such advice suited to your personal situation. All decisions made based on information obtained through the Courses are your sole responsibility and at your own risk.
Although the Company strives to provide accurate and up-to-date Protected Content, we do not warrant the accuracy, completeness, reliability, or timeliness of such Content. Errors or omissions may occur. The Protected Content may be modified or updated without notice. The Company does not guarantee that access to the Courses will be uninterrupted, error-free, or free of viruses or other harmful components. You acknowledge that the use of the Internet involves inherent risks of security, privacy, and disruption.
ADDITIONAL TERMS AND CONDITIONS
GOVERNING LAW. You and the Company have entered into this Agreement in the Province of Québec and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes between you and the Company, shall be determined in accordance with the laws of the Province of Québec, Canada, without regard to conflict of law principles that would mandate the application of the law of a different jurisdiction. You irrevocably agree to the exclusive jurisdiction of the courts located in the judicial district of Bedford, Province of Québec, Canada, for any action or proceeding arising out of or relating to this Agreement, waiving any objection based on venue or forum non conveniens.
LIMITATION OF LIABILITY. WITH RESPECT TO ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIM: (I) THE COMPANY, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR LICENSORS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE COURSE; AND (II) THE TOTAL MAXIMUM LIABILITY OF THE COMPANY, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR LICENSORS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE COURSES SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO THE COMPANY FOR THE SPECIFIC COURSE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE INITIAL CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY BEYOND THIS AMOUNT, IF APPLICABLE, IS TO CEASE USING THE COURSE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. AS STATED IN OUR PRIVACY POLICY, THE COMPANY MUST USE COMMERCIALLY REASONABLE EFFORTS TO PROTECT THE INFORMATION YOU HAVE SUBMITTED IN CONNECTION WITH YOUR PURCHASE AND USE OF THE COURSE, BUT YOU AGREE THAT SUBMISSION OF SUCH INFORMATION IS AT YOUR OWN RISK. The Company shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of war or terrorism, riots, civil disturbances, pandemics, epidemics, governmental actions, power outages, Internet or telecommunications service interruptions attributable to third parties, or other force majeure events.
NON-DISPARAGEMENT. You agree not to engage in conduct or communications with any third party, public or private, intended to disparage the Company (including Market Gardener Institute and 9354-2801 Québec Inc.), its representatives, its instructors, or its Courses, including, but not limited to, any remark, comment, message, information, statement, campaign, communication, or other statement of any kind, verbal, written, transmitted electronically or otherwise, that could reasonably be interpreted as disparaging, defamatory, or libelous. [Optional, subject to legal validation: You acknowledge that a breach of this non-disparagement clause would cause irreparable harm to the Company, difficult to quantify. Consequently, in the event of a breach of this clause, you agree to pay the Company liquidated damages in the amount of $25,000 per incident of disparagement, without prejudice to the Company’s right to claim higher actual damages or to seek injunctive relief. This non-disparagement obligation shall survive termination or expiration of this Agreement.]
BINDING EFFECT. This Agreement binds the successors, executors, heirs, representatives, administrators, and authorized assigns of the parties and inures to their benefit. You have no right to assign this Agreement, by operation of law or otherwise. The Courses are non-transferable programs. The Company may assign this Agreement, in whole or in part, in its sole discretion, without your consent, including in connection with a merger, acquisition, reorganization, or sale of all or a substantial part of its assets.
TERMINATION. The Company is committed to providing all Program clients with a positive Program experience. If you do not comply, or the Company reasonably suspects that you do not comply, with any provision of this Agreement, the Company may, in its sole discretion and without notice (or with such notice as the Company deems appropriate): (a) limit, suspend, or terminate your participation in the Course without refund or waiver of installments and without any other form of recourse or compensation; and/or (b) terminate this Agreement. In the event your access or this Agreement is terminated by the Company for your breach, you will immediately lose all rights to access and use the Course and Protected Content. All payments previously made will be non-refundable, and all future payments due under a payment plan will become immediately due and payable. You may stop using the Course at any time. Termination of your use or account will not entitle you to any refund, unless expressly provided otherwise in our Refund Policy, and will not release you from your payment obligations for the full Course price if you are on a payment plan. The following sections shall survive termination or expiration of this Agreement: Intellectual Property, Privacy and Confidentiality (regarding shared information and Participants’ confidentiality obligations), Disclaimer, Limitation of Liability, Non-Disparagement, Indemnification, Governing Law, Class Action Waiver, Equitable Relief, and any other provision which by its nature should survive.
CHANGES. The Company reserves the right at any time to modify this Agreement and to impose new or additional conditions on your use of the Courses. Such modifications and additional conditions will take effect immediately upon their posting on the Course Site or Platform, or as soon as they are communicated to you by email or by any other means deemed appropriate by the Company, and will be incorporated into this Agreement. Your continued use of the Course after notice of such modifications will be deemed your acceptance thereof. For material changes, the Company will endeavor to provide reasonable notice. If a material change is unacceptable to you, your sole remedy is to cease using the Courses. The most recent version of this Agreement, as posted on our Site or Platform, will prevail over all prior versions. If you have questions, please contact our legal or support team directly at [email protected]
INDEMNIFICATION. You agree to defend, indemnify, and hold the Company, its owners, officers, employees, contractors, directors, licensors, related entities, affiliates, and successors (collectively the “Company Indemnified Parties”) harmless from any and all liability and expense whatsoever, including, but not limited to, claims, damages, judgments, awards, settlements, investigations, costs, reasonable attorneys’ fees, and disbursements, that any of these Company Indemnified Parties may incur or be required to pay as a result of or arising from (i) your breach of this Agreement, (ii) your misuse of the Course or Protected Content, (iii) your User-Generated Content (if applicable), or (iv) any violation by you of applicable laws or third-party rights. You shall defend the Company in any lawsuit, regulatory action, or other proceeding arising from or related to this Agreement and falling under your indemnification obligation. You acknowledge and agree that all owners, officers, employees, shareholders, directors, affiliates, and successors of the Company shall not be held personally liable for the actions or representations of the Company. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall fully cooperate with the Company in asserting all available defenses. You may not settle any claim without the prior written consent of the Company.
CLASS ACTION WAIVER. You agree that any arbitration or proceeding shall be limited to the dispute between you and us individually. To the fullest extent permitted by law, (i) no arbitration or proceeding shall be joined with another; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action basis or to use class action procedures; and (iii) there is no right or authority for any Dispute to be brought as a purported representative action on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
EQUITABLE RELIEF. You acknowledge and agree that in the event of your breach or threatened breach of the Company’s intellectual property rights and confidential and proprietary information, the Company will suffer irreparable harm for which monetary damages would be inadequate, and will therefore be entitled to injunctive relief or any other equitable remedy deemed appropriate by a court of competent jurisdiction to enforce this Agreement, without obligation to post a bond or prove actual damages. Without waiving any other remedy under this Agreement, the Company may seek from any court of competent jurisdiction any provisional, equitable, or injunctive relief necessary to protect its rights and property pending the outcome of any other proceeding. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and provincial courts of the Province of Québec for purposes of any such action by the Company.
ENTIRE AGREEMENT. This Agreement, including the Privacy Policy and any other policy or term expressly incorporated by reference, constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written or oral, between the parties. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of the Company. No purported oral modification shall bind the Company.
COMPLIANCE WITH LAW AND SEVERABILITY. The parties comply with all applicable laws in the performance of this Agreement. If any provision of this Agreement is found to be illegal, void, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severable from the remainder of the Agreement and shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the economic intent of the original provision.
NO WAIVER. The failure of a party to insist on the performance of an obligation or to exercise a right under this Agreement shall not be deemed a waiver of such obligation or right. Waiver of any breach of a provision shall not be deemed a waiver of any other breach or of a subsequent breach of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.
NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine operational communications) must be in writing and addressed to the parties at their respective addresses (or at any other address that the receiving party may specify in writing). For the Company, the address is [email protected] or its registered office. For you, it will be the email address you provided upon registration. Notices shall be deemed given: (a) when delivered personally; (b) on the business day following dispatch by a recognized overnight courier service (with fees prepaid); (c) on the day sent by email (with transmission confirmation), if sent during the recipient’s normal business hours, and on the next business day if sent outside the recipient’s normal business hours; or (d) on the third day following the date of mailing by certified or registered mail, return receipt requested, postage prepaid.