Master Service Agreement
Master Service Agreement
This Master Services Agreement (“Agreement” or “MSA”) sets forth the terms of Your agreement to purchase Face-to-Face Training, Online Training services, certifications, seminars, and online materials (“Service” or “Services”) provided by BEGINNING OF INDEPENDENCE GROUP LLC (dba SRPC Training) (“SRPC”) subject to the prices, quantities, terms, and conditions set forth in Your Order Form (“Order Form”) and governed by the terms and conditions contained in this Agreement. As used herein, (“You,” “Your,” or “Customer”) refers to the Customer.
Property Rights. Non-Exclusive and Non-Transferable License. SRPC owns all rights, title, and interest in SRPC trade names, service marks, trademarks, inventions, lesson plans, Services, materials, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of plans and of the hardware and software systems and resources necessary to provide the individual Service elements of which they consist. This Agreement does not constitute a license to You to use SRPC’s trade names or Servicemarks or to re-publish the Services. Notwithstanding the foregoing, You hereby consent to SRPC’s non-exclusive use of our trademark and/or logo for the purpose of displaying Your status as a customer of SRPC. Pursuant to this agreement, SRPC grants a non-exclusive and non-transferable limited license to you for the Services. SRPC may terminate this non-exclusive and non-transferable limited license at any time upon notice to you.
Courses (Face-to-Face and Online). Payment must be received in full prior to the course start date. Customers who do not attend on the day of the course or seminar will be considered ‘no shows’ and will be charged the full course fee. Access to the course and all the materials is on an individual basis. If you share access with any other individual, you will be liable for the full course fee for all parties you have shared the Services with. Confirmation of your booking will be emailed to you automatically on receipt of your booking. Full joining instructions, including program timings and special instructions, will be sent no later than one week prior to the course or immediately for those booking within one week of the course date. Please note that no joining instructions or materials will be provided before receiving proof of payment for the course. Due to circumstances beyond SRPC’s control, speakers, venue, content, and timings of courses, training, and seminars may vary. SRPC reserves the right to cancel or re-schedule any training, seminar, course, or event if necessary. In the case of cancellation by SRPC, a full refund of course fees will be made (if not rescheduled by SRPC within 60 days). In the event of a re-schedule course, fees will be transferred to the new date. It is the Customer’s responsibility to have a stable and reliable internet connection; SRPC will not issue any refunds for lack of internet connection or the Customer’s inability to log into a course.
Photography and Video. On occasion, SRPC takes photographs, videos, and audio recordings, which may be used to help promote our conferences, training, seminars, and courses (both online and in print). By booking into a course/event, you are confirming that you SRPC utilizing your image, likeness, or voice for marketing purposes (both in print, digitally, and online).
Discounts and Offers. From time-to-time, SRPC may offer discounts on courses, training, or seminars. Discounts are subject to availability, and only one discount code/offer may be redeemed per booking. If you have any questions about the terms and conditions or wish to cancel your place for any of the training above, you must put your request in writing to our customer service team. Discounts and offers are subject to change and cancellation by SRPC at any time, without notice to You.
Taxes. Service charges are on the Order Form and do not include applicable taxes unless so indicated. Additional Services or upgrades will result in additional fees/charges.
Term and Termination. SRPC may reject any Order at its discretion. This Agreement will remain in full force and effect for the term as specified on Your Order Form, beginning from the date of SRPC’s acceptance, and will apply to all future Services You purchase from SRPC.
Billing and Collection of Charges. Payment for Service is due in full to SRPC prior to the initiation of your courses/training sessions.
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Billing Disputes. ALL PAYMENTS TO SRPC ARE NON-REFUNDABLE. If You dispute a term or amount on an invoice, You must do so in writing within 30 days from the invoice date. Disputes must be sent by the address provided for herein. You must pay an amount equal to the part of the bill that is not in dispute. Payment of the amount of the invoice not in dispute will not be deemed to constitute acceptance of the portion of the invoice that is in dispute. If You report a disputed charge to Your credit card company and SRPC later determines that it is a valid charge, You agree to pay SRPC a “Processing Fee.”
Transfers and Assignments. You may not assign or transfer Your rights, license, passwords, or duties in connection with the Services provided by SRPC without the prior written consent of SRPC. All transfers of rights or duties herein, without the advanced permission in writing of SRPC, shall be void and unenforceable as a matter of law.
Limitation of Liability. SRPC SHALL NOT BE LIABLE FOR ANY AND ALL: DIRECT OR INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY OR LOSS OF USE, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO CUSTOMER FOR A BREACH OF THIS MSA, AN ORDER FORM, OR TERM, AND CONDITION OF SRPC. IN THE EVENT OF A BREACH OF AN OBLIGATION BY SRPC, CUSTOMER’S DAMAGES SHALL BE LIMITED TO $500. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU AGREE TO ACCEPT THE SERVICE ON AN “AS-IS” NON-WARRANTABLE BASIS. SRPC EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE PROVIDING OF GOODS AND SERVICES TO YOU. SRPC IS NOT LIABLE FOR ANY BREACH REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. YOU AGREE THAT YOU WILL NOT HOLD SRPC RESPONSIBLE FOR ANY SELECTION OR RETENTION OF DATA, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICES (INCLUDING THOSE WITH WHOM SRPC MAY CONTRACT TO OPERATE THE SERVICES), OR HOLD A THIRD PARTY RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, SRPC IN CONNECTION WITH THE SERVICES. YOU AGREE TO MAKE ALL CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST SRPC AND WAIVE ANY RIGHT TO RECOVER DAMAGES (DIRECTLY OR BY INDEMNITY) RELATED TO THE SERVICES BY CLAIMING AGAINST OR THROUGH A THIRD PARTY TO THIS AGREEMENT.
Notices and Communications. You must designate on Your Order Form a mailing address and e-mail address to which SRPC may mail or deliver notices and other communications. All notices You send to SRPC must be in writing, by registered mail, sent to:
BEGINNING OF INDEPENDENCE GROUP LLC
(dba SRPC Training)
23550 Harper Ave
St. Clair Shores MI 48080
Applicable Law. Venue and Jurisdiction. Dispute Resolution. This Agreement shall be subject to and governed by the laws of the State of Michigan. Any claim under this Agreement may be arbitrated in Oakland County, Michigan if SRPC gives advanced written consent to You to arbitrate. Notwithstanding the foregoing, the venue for any legal action arising out of this Agreement shall be exclusively within the State of Michigan, Oakland County Circuit Court, or the Federal District Court for the Eastern District of Michigan.
Third-Party Services. SRPC allows access to advertisers and third-party merchant sites (“Merchants”) on www.SRPCTRAINING.org from which You may purchase certain goods or services.
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You understand that SRPC does not operate or control the products or services offered by Merchants and that SRPC is not responsible for information provided to You by the Merchants. Merchants are responsible for all aspects of order processing, truth in advertising, fulfillment, billing, and customer service relating to the services and offers advertised and sold by Merchants. Partial Invalidity. Waiver. Conflict of Terms. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. One or more waivers of a breach of the terms and conditions of this Agreement shall not constitute a waiver of any future breach thereof. In addition, should a term of the MSA and any other posted policy of SRPC be in conflict with one another, the MSA shall control.
Statute of Limitations. YOU AGREE THAT ANY CLAIM AGAINST SRPC, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, MUST BE BROUGHT WITHIN 6 MONTHS OF THE DATE GIVING RISE TO THE CLAIM.
Entire Agreement; Modifications. This Agreement and Your Order Form set forth the entire Agreement and understanding between the parties and merge all prior discussions between them. This Agreement may not be modified except by the written consent of both parties.
Indemnification. You agree to indemnify, defend, and hold SRPC harmless, as well as its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third-party Web site provider, from and against all claims, demands, actions, liabilities, losses, expenses, damages, judgments, and costs, including attorneys’ fees, resulting from Your violation of this Agreement, misuse, or abuse of the Service, violation of State or Federal law, or infringement thereof by You. SRPC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You must not, in any event, accept a settlement of any dispute relating to this contract without the prior written consent of SRPC.
Prohibition Against Reproduction. Customer agrees that otherwise than provided for in this Agreement, Customer shall not directly or indirectly reproduce, copy, alter, edit or otherwise modify or make or cause to be made any imitation of the Services. Customer shall not, during the Term of this Agreement or thereafter, attempt to acquire any rights in connection with the Services or other property of SRPC. The use by Customer of the Services shall not in any way create in Customer any right, title, or interest in or to the Services or any other property of SRPC.
Attorneys’ Fees. If legal proceedings are instituted to enforce any of the terms and conditions of Your Order Form or this Agreement, You agree to pay all costs of SRPC in connection therewith, including actual attorneys’ fees and costs of collection.
Late Fee will apply to all invoices 60 days past due.
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