Terms and Conditions

Your relationship with

Your use of the services outlined below is subject to the following legal agreement between you and ChickAdvisor. "ChickAdvisor" means ChickAdvisor Inc., whose principal place of business is at 96 Spadina Avenue, Toronto, ON M5V 2J6, Canada.

The services provided by ChickAdvisor are training and educational services, including access to: an informative website about HEFT and ChickAdvisor's other business products (the "Site"), training materials, exams to demonstrate what you've learned, sales and marketing collateral, promotional offers, and other benefits as decided by ChickAdvisor (together the "HEFT Program").

Your agreement with ChickAdvisor concerning the HEFT Program includes: i) these terms and conditions; and ii) HEFT Program-related policies and FAQs made available by ChickAdvisor to you through other means and as modified from time to time (together the "Terms").

Access to the HEFT Program and any associated ChickAdvisor products and services is granted at ChickAdvisor's sole discretion. In the event that you are granted access, you agree to participate in the HEFT Program only for the benefit of the company or business (including a freelance business) which you name when registering for the HEFT Program or which you become associated with thereafter ("Your Business").

Persons and/or entities restricted by export controls and sanctions programs are not eligible to participate.

You will be deemed to agree to the Terms if you: (i) click to accept the Terms; or (ii) access the Site.

Confidentiality

"Confidential Information" means information that one party (or an affiliate) discloses to the other party under the Terms, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.

The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, if permitted by law.

Registration for the ChickAdvisor HEFT Program

To register for the HEFT Program, you must complete all required information elements on the registration web pages ("Registration Information"). You understand and agree that when you provide the Registration Information, you are registering in your own name for the purpose of enabling Your Business to benefit from the HEFT Program, and not yourself personally.

You must provide current, complete, and accurate information at registration and during the creation of any profile for Your Business ("Company Profile") and maintain this information as current and accurate during your participation in the HEFT Program.

You agree to provide such information as ChickAdvisor may require, including information necessary to validate your identity.

You agree that, if you request affiliation with another Company, you will only request affiliation with one such entity at a time.

ChickAdvisor has full discretion to grant and withdraw your access to the HEFT Program and any individual program benefits at any time.

Provision of the ChickAdvisor HEFT Program by ChickAdvisor

ChickAdvisor has subsidiaries and affiliated legal entities around the world ("Subsidiaries" and "Affiliates"). Sometimes, these companies will provide all or part of the HEFT Program or related ChickAdvisor services to you on behalf of ChickAdvisor and are third party beneficiaries to the Terms. Other than such Subsidiaries or Affiliates, there are no third party beneficiaries to the Terms.

Use of your data

ChickAdvisor will only use your information (including Registration Information) in accordance with ChickAdvisor's privacy policy available at http://www.chickadvisor.com/company/privacy/. You agree to the use of your data in accordance with ChickAdvisor's privacy policies.

If you submit content to ChickAdvisor as a part of your participation in the HEFT Program, you retain ownership of any intellectual property rights that you hold in that content.

When you upload or otherwise submit content, you give ChickAdvisor, our Subsidiaries, and Affiliates a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from any changes to formatting or file type which we might make to allow your content to work better), communicate, publish, publicly perform, publicly display, and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the HEFT Program. This license continues even if your participation in the HEFT Program ends, unless you elect to remove your content from the Site before that time. You represent and warrant that you have the necessary rights to grant us this license for any content that you submit.

If you access training content provided by Your Business through the Site, ChickAdvisor may share individual and aggregated statistics about your interactions with that content with the administrator of Your Business to allow them to evaluate and improve the training material and training programs.

Use of the Site and Services by you

In participating in the HEFT Program, you agree to (i) use the Site only for purposes that are permitted by the Terms and (ii) comply with all applicable laws, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. "Government officials" include any: government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, you will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform.

You agree that you will not engage in any activity that interferes with or disrupts the Site or interferes with ChickAdvisor's ability to provide the HEFT Program. Unless you have been specifically permitted to do so in a separate agreement with ChickAdvisor, you agree that you will not reproduce, duplicate, copy, sell, trade or resell any material which you receive through your participation in the HEFT Program (including Promotional Offers) for any purpose.

You agree that you will not use any automated means or form of scraping or data extraction to access, query or otherwise collect information about the HEFT Program or participants in it.

You agree that you are solely responsible for (and that ChickAdvisor has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ChickAdvisor may suffer) of any such breach.

Your passwords and account security

You agree and understand that you are responsible for access to and use of your account, including maintaining the confidentiality of passwords associated with any account you use to access the Site. You must ensure that: (i) if you share such confidential information, you do so only with an officer, employee, agent, or representative of Your Business, and (ii) such persons are aware of the Terms and understand that by using the Site they are agreeing to abide by such Terms. You agree that Your Business will be liable for any breach of the Terms if committed by anyone using your passwords.

If you act as an administrator for Your Business, you agree that you will be solely responsible for administrative activities including: acting as the primary point of contact for any communications from ChickAdvisor, reviewing access requests from individual users who request affiliation with Your Business, granting or rejecting any such access requests, and revoking access for any individual users who you decide should no longer have access.

You agree to notify ChickAdvisor immediately of any unauthorized use of your username or password or any other breach of security regarding the Site of which you have knowledge.

The ChickAdvisor / HEFT brand

You may not call yourself (either orally or in writing, including in websites and emails) a ChickAdvisor Partner or any similar term merely because you are participating in the HEFT Program or accessing the Site. You agree:

to use ChickAdvisor's brand features (including the words "ChickAdvisor" and "HEFT") ("ChickAdvisor Brand Features") only in the manner and contexts permitted and described in the Site; and

Except as set out above, neither you nor Your Business acquires any right, title or interest in the ChickAdvisor Brand Features. All use by you or Your Business of the ChickAdvisor Brand Features (including any goodwill associated with that use) will inure to the benefit of ChickAdvisor.

You agree not to issue any public announcement regarding the existence or content of the Terms or Your Business' relationship with ChickAdvisor unless such approval is explicitly given by ChickAdvisor in the Site or in a separate written document from ChickAdvisor.

ChickAdvisor Partner Status

Participants in the HEFT Program who meet and maintain certain minimum requirements and performance standards may, at ChickAdvisor's sole discretion, be granted access to additional program benefits, including:

Requirements and standards for ChickAdvisor Partner Status may include, but not be limited to, that you or Your Business maintain ongoing compliance with the program policies.

Failure to meet any of these requirements may result in the immediate revocation of ChickAdvisor Partner Status and suspension from the HEFT Program.

Ending your relationship with ChickAdvisor

You may end your participation in the HEFT Program and stop distributing ChickAdvisor Promotional Offers provided to you at any time. You do not need to specifically inform ChickAdvisor if you do so.

If you want to officially terminate your legal agreement with ChickAdvisor before the Terms expire, you may do so at any time by closing the account by which you access the Site.

ChickAdvisor ending its relationship with you

ChickAdvisor is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the HEFT Program and related services that ChickAdvisor provides may change from time to time without prior notice to you. ChickAdvisor may also withdraw the HEFT Program or related services at any time without prior notice to you.

If ChickAdvisor wants to officially terminate its legal agreement with you, it may do so at any time by (a) sending an e-mail to the e-mail address which you provide as part of the Registration Information, or (b) blocking your access to the Site. ChickAdvisor may take that step if, for example (without limitation): related attempts to access unauthorized accounts or information.

ChickAdvisor believes you have breached any provision of the Terms; or

ChickAdvisor receives complaints about Your Business from advertisers or other third parties; or

ChickAdvisor is required to do so by law (for example, where the provision of the HEFT Program to you is, or becomes, unlawful); or

ChickAdvisor is no longer providing the HEFT Program or related services to entities in the country in which you are resident or from which you access the Site; or

the provision of the HEFT Program to you by ChickAdvisor is no longer commercially viable.

What happens if the Terms expire or are terminated

Upon expiration or termination of the Terms:

You are no longer permitted to access the Site or to have any of the benefits associated with the HEFT Program or ChickAdvisor Partner Status;

Exclusion of warranties

CHICKADVISOR, ITS SUBSIDIARIES AND AFFILIATES (AND THEIR LICENSORS) DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CHICKADVISOR HEFT PROGRAM IS PROVIDED "AS IS" AND AT YOUR OPTION AND RISK AND NONE OF CHICKADVISOR, ITS SUBSIDIARIES OR AFFILIATES (AND THEIR LICENSORS) MAKE ANY GUARANTEE IN CONNECTION WITH THE CHICKADVISOR HEFT PROGRAM OR THE RESULTS OF USING THE CHICKADVISOR HEFT PROGRAM.

Limitations of liability

NOTHING IN THE TERMS WILL EXCLUDE OR LIMIT CHICKADVISOR'S LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SUBJECT TO THE FOREGOING, CHICKADVISOR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR:

ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES WHICH MAY BE INCURRED BY YOU REGARDLESS OF THE THEORY OR TYPE OF CLAIM. THIS WILL INCLUDE BUT NOT LIMITED TO ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, OR ANY LOSS OF DATA SUFFERED BY YOU; OR

ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

ANY CHANGE WHICH CHICKADVISOR MAY MAKE TO THE CHICKADVISOR HEFT PROGRAM, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE CHICKADVISOR HEFT PROGRAM (OR ANY FEATURES WITHIN THE CHICKADVISOR HEFT PROGRAM, SUCH AS THE PROVISION OF CHICKADVISOR PROMOTIONAL OFFERS);

YOUR FAILURE TO PROVIDE CHICKADVISOR WITH ACCURATE REGISTRATION OR ACCOUNT INFORMATION;

YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL AND THE CONSEQUENT ACCESS AND USE OF YOUR ACCOUNT BY ANOTHER; OR

ANY FRAUDULENT USE OF THE CHICKADVISOR HEFT PROGRAM BY YOU.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CHICKADVISOR, ITS SUBSIDIARIES AND AFFILIATES (AND THEIR LICENSORS) WILL NOT EXCEED THE AMOUNT THAT YOU HAVE PAID CHICKADVISOR TO USE THE CHICKADVISOR HEFT PROGRAM.

THE LIMITATIONS ON CHICKADVISOR'S LIABILITY TO YOU WILL APPLY WHETHER OR NOT CHICKADVISOR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Your indemnification obligations

You will defend, indemnify and hold harmless ChickAdvisor, its Subsidiaries and Affiliates, agents, and licensors from any third party claim or liability arising out of or related to your participation in the ChickAdvisor HEFT Program and breach of the Terms.

Miscellaneous

ChickAdvisor will not reimburse any travel, entertainment, marketing, or other expenses related to your participation in the ChickAdvisor HEFT Program unless otherwise agreed by ChickAdvisor in writing. In such cases your requests for reimbursement must be supported by detailed records.

You may not assign or transfer any part of the Terms without the prior written consent of ChickAdvisor. ChickAdvisor may subcontract, assign, or transfer any part of the Terms at its sole discretion.

Governing Law; Dispute Resolution. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the Ontario, Canada without giving effect to any law that would result in the application of a different body of law. The United Nations Convention on the International Sale of Goods is excluded. Any action or proceeding arising from or relating to this Agreement will be brought in the federal or state courts in New York, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.

This agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this agreement neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this agreement. The Terms may be modified by ChickAdvisor at any time to reflect changes in how ChickAdvisor makes the ChickAdvisor HEFT Program generally commercially available. The parties agree that such modification will be binding on both parties if you access and use the Site, or if made by ChickAdvisor in writing (including by ChickAdvisor sending an e-mail or posting a message on the Site).

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement.

The parties are independent contractors and the Terms do not create any agency, HEFT, or joint venture.

This agreement does not confer any benefits on any third party unless it expressly states that it does.

If any term (or part of a term) of this agreement is invalid, illegal or unenforceable, the rest of the agreement will remain in effect.

If this agreement is translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.