1.1. Introduction: These Terms of Service (“TOS” or “Terms”) constitutes the agreement between Cerbo, Inc., an Ontario corporation (hereinafter referred to as “Cerbo”, “We” or “Us”) and the party creating the account through the Cerbo registration process (hereinafter referred to as “You” or “Customer”). Cerbo provides a peer-to-peer online marketplace, that enables learners to access experts in their field of instruction, and includes the Cerbo online platform and includes any mobile, tablet, device applications and application interfaces, and all associated services (collectively, the “Cerbo Platform”). The Cerbo Platform connects experts of any kind with people who want to learn life skills (the “Instructors”). Cerbo facilitates the opportunity for Instructors to share their knowledge through video calls on either one-on-one or small group sessions and Cerbo manages the transaction with the Instructor, from listing to payment processing (the “Services”).
1.2. Acceptance of Terms: You may not use the Services without ﬁrst agreeing to these Terms. By accessing or using the Platform and Services you agree to be legally bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms, you may not access the Platform or use the Services. Cerbo, including its affiliates as applicable, reserves all of its rights at law and equity, including the right to block access to this Platform if you violate any of these terms.
1.3 Update to Terms: The Terms may be changed and updated from time to time by Cerbo. Cerbo will either provide you with updated terms or post updated terms on its website.
2.1. Cerbo grants to you a limited, personal, non-exclusive, non-transferable license to use the Cerbo Platform and Services for your own personal use and not for resale or further distribution. Your right to use the Platform and Services is limited by all terms and conditions set forth in these Terms.
2.2. Except for this license granted to you, Cerbo and its licensors retain all right, title and interest in and to the Platform and Services, including all related intellectual property rights. The Platform and Services are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.
2.3. You agree that You will use the Services only for lawful purposes You acknowledge that Cerbo may terminate the Services immediately, without any notice and without any liability by Cerbo to You whatsoever, if, at the sole discretion of Cerbo, You or any User misuses or permits others to misuse or abuse any Service for purposes that are contrary to Applicable Law or contrary to these Terms (including section 4 (Acceptable Use), Your breach of the license restrictions with respect to the Platform; or if Cerbo has to preserve the integrity of its network, or comply with applicable laws.
2.4. You are liable for any and all use of the Service, and You remain solely responsible for all use of service utilized through Your account, for determining who is authorized to use Your Service, and for promptly notifying Cerbo of any unauthorized use. You agree to indemnify and hold harmless Cerbo against any and all fees, charges, damages, liability, costs and expenses (including reasonable legal counsel fees, as applicable) associated with such use.
2.5. Minors (defined as someone that is under the age of 16 or the legal age in your jurisdiction), may only use the Service with their parent or guardian’s consent.
3.1. You will retain copyright and any other rights you already hold in User Content. By sending, submitting, posting or displaying any User Content when using the Services, You grant Cerbo a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to reproduce, adapt, and publish your User Content for the sole purpose of enabling Cerbo to provide the Services. You confirm and warrant to Cerbo that you have all the rights, power and authority necessary to grant the above licence, including obtaining consent to use personal information from identifiable individuals, and the right to publish and display your User Content.
4.1. You agree to use the Services in a manner consistent with all applicable laws and regulations. You shall not resell the Services in whole or in part to others. Additionally, you will not take any of the following actions with respect to our Services, software, related applications, or User Content, nor will you use our Services to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any User Content or use our Services in any manner that:
5.1. Monitoring. Cerbo may monitor the use of Services for violations of these Terms. Cerbo may suspend or delete your Account if We suspect a violation of these Terms, or if We think it necessary in order to protect our Services, or Cerbo, its affiliates, directors, officers, agents, and employees from harm. Cerbo has the right (but not the obligation) to remove any User Content that violates these Terms.
5.2. Providing Information to Authorities and Third Parties. If Cerbo believes that You have used our Services for an unlawful purpose, We may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You consent to our forwarding of any such communications and information to these authorities. In addition, We may disclose your name, telephone number, credit card information, and other personal information, any communications sent or received by You, and any other information that Cerbo may have about your account, including but not limited to, types of service, lengths of service, IP address (es), email address(es), and all other account information as follows:
6.1. In order to use the Services, You are required to register with Cerbo. You can register for an Account using an email or password, or through your account with certain third-party social networking services, such as Facebook or Google.
6.2. In consideration of your use of the Cerbo Platform, you agree: (a) that you are of legal age and have capacity to agree to these Terms on your own behalf or on behalf of a minor who will be receiving our Services; and (b) you agree to provide true, accurate, up-to-date and complete information in all fields indicated as mandatory when registering for the Services, as well as any additional information provided or any amendments made by You. You agree to maintain and promptly update such information to keep it true, accurate, current and complete. Subject to such registration, You will receive access to your Cerbo Account... You are not permitted to use the Cerbo Platform or the Services or submit Content to the Site if you are under the age of 13.
6.3. Cerbo recommends that you choose a password to your Account that is hard to guess and You keep it secure. It is your responsibility to ensure that You do not respond to any unsolicited requests for credit card information, password or other data. You are fully responsible for all, including any fraudulent, use of the Services, which is or can be connected to your Account.
6.4. Cerbo reserves the right to take any action it deems necessary or reasonable to ensure the security of the Services and your Account, including without limitation, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, Cerbo may rely on the authority of anyone accessing your account or using your password and under no circumstances will Cerbo be held liable to you for any liabilities or damages resulting from or arising out of (1) any action or inaction of Cerbo; (2) any compromise of the conﬁdentiality of your Account or password; and (3) any unauthorized access to your Account or use of your password. Maintaining the security of your personally identifying information is extremely important to us. We will take reasonable steps to ensure your personally identifying information remains conﬁdential. However, We can not guarantee that our Services is impenetrable to all security breaches, and therefore Cerbo makes no warranty, guarantee, or representation that our Services will be completely protected from viruses, security threats or other vulnerabilities.
7.1. Cerbo will charge fees in consideration of the Services (“Service Fees”) and you agree to the terms of sale, pricing, payment and billing policies applicable to the Service Fees. More information about the Service Fees and how they calculated can be found on our Service Fees page.
7.2. Service Fees are subject to Cerbo’s applicable policies regarding fees and charges, including, but not limited to, the “Cancellation Policy” and “Rescheduling Policy”.
7.3. Activation of a Paid Plan is conditional on acceptance of your initial credit card (Visa or MasterCard) and any reasonable Account verification methods that Cerbo may require. You acknowledge that Cerbo collects all charges pursuant to Cerbo’s preauthorized payment service utilizing Stripe (“Payment Processor”). You agree to provide complete and accurate payment information and further agree that the processing of payment transactions are subject to the terms, conditions and policies, including privacy policies, of the Payment Processor and your credit card issuer.
7.4. Cerbo may add new services for additional fees and charges, or amend fees and charges for existing service, at any time in its sole discretion, but will provide you with at least thirty (30) days notice prior to any new fees or charges coming into effect.
7.5. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You are responsible for all taxes applicable to the fees and charges in connection with the Service Fees.
7.6. In the event Cerbo is unable to debit your credit card, or otherwise is not paid in respect of the Service Fees, in addition to any other remedies available to Cerbo, Cerbo reserves the right to charge an administrative fee and late charges at a monthly compounded rate of 1.5% (19.56% per annum). Cerbo will review any disputed charge, provided You continue to pay the undisputed portion and subsequent invoices.
8.1. Except as otherwise provided in these Terms, You shall not (i) make any modifications, or improvements to, or derivative works of the Cerbo Platform; (ii) reverse engineer, decompile or otherwise attempt to derive the source code, underlying ideas, algorithms, structure of organization of the Cerbo Platform; (iii) resell, sell, export, transfer, distribute, market, and/or sublicense the Cerbo Platform; or (iv) otherwise use the Cerbo Platform except as authorized pursuant to these Terms.
8.2. You may not use or otherwise export or re-export the Cerbo Platform except as authorized by Canadian and American law and the laws of the jurisdiction in which the Cerbo Platform was obtained. In particular, but without limitation, the Cerbo Platform may not be exported or re-exported (a) into any United States embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specialty Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Cerbo Platform, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Cerbo Platform and Services for any purposes prohibited by Canadian or United State law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
9.1. Cerbo makes no warranties regarding the services and courses provided by the Instructors and such services/instruction are provided by Cerbo “AS IS”. You purchse such services at your own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with an Instructor. Your interactions with Instructors are solely between you and such Instructors and Cerbo will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Cerbo’s acts or the Services). If there is a dispute between you and an Instructor, we are under no obligation to become involved save for any payment transactions. Notwithstanding the foregoing, Cerbo will use commercially reasonable efforts to provide the Services described in these terms.
9.2. You hereby release and forever discharge Cerbo (and its officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of the Platform and/or Services and any interactions or transactions of you with, or act or omission of you in relation to an Instructor.
10.1. Cerbo may suspend or terminate Services, without any liability to You whatsoever, if You: fail to pay Your Account that is past due; harass, threaten or otherwise act unreasonably towards Cerbo, its employees or agents; are in breach of these Terms (including if You are in contravention of section 3 of these Terms (Acceptable Use)); use the Services so as to prevent fair and proportionate use by others; use the Service contrary to law, public policy or decency standards or reasonable usage policies instituted from time to time by Cerbo; charge or allow others to charge any other person for the use of the Services without Cerbo’s prior written agreement; alter or otherwise interfere with Cerbo’s facilities, equipment, network or connections or use the Services in a prohibited, unlawful, or improper manner, including but not limited to, permitting fraudulent use.
10.2. Prior to suspension or termination, Cerbo will make reasonable efforts to provide You with advance notice, stating the reason for the proposed suspension or termination, the amount owing (if any) and any notice period, determined in Cerbo’s reasonable discretion, during which You will have the opportunity to rectify the reason for proposed suspension or termination.
10.3. Notwithstanding anything contained herein to the contrary, Cerbo will not provide notice of a proposed suspension or termination:
a) where immediate action must be taken to protect Cerbo’s facilities, equipment, Cerbo Platform, network or connections, to protect the safety or security of others (including protection against abusive behaviour), to stop the commission of any offence (including fraud), or to ensure compliance with any law, court order or other legal requirement;
b) your breach of any material terms (including license restrictions) of these Terms;
c) if you have not used your Account for more than a one (1) year period (in which case any funds remaining on your Account will be forfeit); or
d) where Cerbo has made reasonable efforts to provide you with advance notice in accordance with the second paragraph above, but was unable to do so.
10.4. A suspension or termination will not affect your obligation to pay any amounts owed to Cerbo either during or after the suspension or termination, including the full month’s charges for the month where your Service is suspended or terminated.
11.1. Cerbo permits You to terminate Your Service at any time by contacting Cerbo via e-mail at email@example.com. Termination is effective thirty days from the date you provide Cerbo notice and You will be charged all applicable charges up to and including the effective date of cancellation.
12.1. Within a certain timeframe after completing course, You can leave a public review (“Review”) and rating (“Rating”) about a course and/or Instructor. Ratings and Reviews reflect the opinion of individual users and do not reflect the opinion of Cerbo. Ratings and Reviews are not verified by Cerbo for accuracy and may be incorrect or misleading.
12.2. Ratings and Reviews must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to section 4 (Acceptable Use).
12.3. You are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review.
13.1. If you provide Cerbo any feedback or suggestions regarding the Platform or Services (“Feedback”), you hereby assign and agree to assign upon our request to Cerbo all rights in the Feedback and agree that Cerbo shall have the right to use such Feedback and related information in any manner it deems appropriate. Cerbo will treat any Feedback you provide to Cerbo as non-confidential and non-proprietary. You agree that you will not submit to Cerbo any information or ideas that you consider to be confidential or proprietary.
15.1. You agree to indemnify and hold harmless Cerbo, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Cerbo, which result from or relate to your use of the Cerbo Platform or Services and any violation of these Terms, including, but not limited to, any violation of any third party rights with respect to your User Content. You will give Cerbo prompt notice of any such demand, claim or proceeding that you are aware of.
16.1. The Services, including all information and services content contained on this site, are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Cerbo or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, Cerbo, its subsidiaries, and its licensors do not warrant that the content is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; or that any defects or errors will be corrected.
16.2. Cerbo does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Cerbo service or any hyperlinked website or service, and Cerbo will not be a party to or in any way monitor any transaction between you and third-party providers of products or service.
17.1. This Cerbo Platform may contain a number of links to third-party websites. Cerbo does not control these linked sites, which you may use at your own risk, and is not responsible for the contents of any linked website, any link contained in a linked website, or any changes or updates to such websites. Cerbo makes no representation, warranty or endorsement whatsoever about any other website which you may access through this Cerbo Platform.
18.1. To the maximum extent permitted by applicable law, in no event shall Cerbo, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. Under no circumstances will Cerbo be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein.
18.2. To the maximum extent permitted by applicable law, Cerbo assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the services content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party; and/or (vi) any errors or omissions in any User Content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service. In no event shall Cerbo, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Cerbo during the two months prior to the date of any claim.
18.3. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Cerbo has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
19.1. The trademarks and logos displayed on the Cerbo Platform are the property of Cerbo or other third parties. You are not permitted to use any of these trademarks without the prior written consent of Cerbo or the third party.
21.1. The Cerbo Platform uses administrative, contractual, physical, and technical means to protect against the unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, user names and passwords. Although Cerbo takes reasonable steps concerning security of the Cerbo Platform, no website is completely secure from unauthorized access.
22.1. The Cerbo Platform originates in Canada. It shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with this Cerbo Platform will be subject to the exclusive jurisdiction of the Courts of the province of Ontario.
23.1. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority to bind Cerbo in any respect whatsoever. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused. These Terms constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. In the event that any one or more provisions contained in these Terms are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms and these Terms will be construed as if such invalid, illegal or enforceable provision had never been contained herein.
24.1. If you have any questions concerning these Terms, please contact Cerbo via email at firstname.lastname@example.org.
1.1. Cerbo Platform: Cerbo, Inc. (“Cerbo”) Cerbo provides a peer-to-peer online marketplace, that enables learners to access experts in their field of instruction, and includes the Cerbo online platform and includes any mobile, tablet, device applications and application interfaces, and all associated services (collectively, the “Cerbo Platform”). The Cerbo Platform connects experts of any kind (“Instructors”) with people who want to learn life skills. Cerbo facilitates the opportunity for Instructors to share their knowledge through video calls on either one-on-one or small group sessions (the “Courses”) and Cerbo manages the transaction with the Instructor, from listing to payment processing.
1.2. Binding Agreement: These Instructor Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you and Cerbo, Inc. (“Cerbo”) governing your provision of certain professional services in connection with the Cerbo Platform.
2.1. Services: You agree to perform for Cerbo the tasks, responsibilities and/or services involved with instructing the Courses (the “Services”), as were set out in the instructor registration process.
3.1. Independent Contractor. You are performing the Services as an independent contractor. Cerbo will not be responsible for payment of, and you shall not make a claim against Cerbo for, worker's compensation, health or disability benefits, unemployment insurance, pension plan deductions or other like charges depending on the applicable jurisdiction, nor will Cerbo be responsible for withholding or paying employment related taxes for you. You covenant and agree that you are an independent contractor, and under no circumstances will you be construed as an employee of Cerbo.
3.2. Indemnity. You agree to indemnify and defend Cerbo, and its affiliates, subsidiaries, partners, officers, directors, employees, agents, sub-contractors successors and assigns from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising from or related to any claim against Cerbo for taxes, payments, remittances or deductions as described in Section 3.1.
4.1. You agree to comply with Cerbo’s applicable policies, procedures, rules and regulations, both written and oral, applicable to instructors as are adopted by Cerbo from time to time (the “Instructor Policies”), including, but not limited to the “Instructor Cancellation Policy” and “Rescheduling Policy”.
4.2. All Instructor Policies can be accessed on Cerbo’s website.
5.1. Operating Fees: In consideration for the services, operations and support that Cerbo provides Instructors, Cerbo will charge you fees (“Operating Fees”) and you agree to the terms of sale, pricing, payment and billing policies applicable to the Operating Fees. More information about the Operating Fees and how they calculated can be found on our (Pricing page). Operating Fees will be deducted from the fees that Cerbo pays you, as described below.
5.2. Policies: Operating Fees are subject to Cerbo’s applicable policies regarding fees and charges, including, but not limited to, the “Cancellation Policy” and “Rescheduling Policy”.
6.1. Fees: Cerbo shall pay you the applicable instructor fees (which vary depending on the Course you are instructing) for the Courses you instruct (the “Instructor Fees”).
6.2 Session Report: Following each completed session, Cerbo will send you a session report that sets out information about the session (e.g length of session, name of participants) that will include the total amount of Instructor Fees earned for that session, which includes the Cerbo Operating Fees to be deducted (“Session Report”).
6.3. Payroll: With respect to your payment frequency, You may choose to be paid via our payroll service, in which case you will be paid after each session (typically within three to seven business days). This may be done through the transaction history page in your settings. Should you believe there are any inaccuracies in the Session, you must bring these to Cerbo’s attention within three (3) days otherwise you will be deemed to have accepted the Instructor Fees and Operating Fees to be deducted as set out in the Session Report. Cerbo will deposit the Instructor Fees to your bank account via direct deposit to your designated bank account.
6.4. Monthly Payment Frequency: Should you choose not to use our payroll service, Cerbo will pay you monthly. In such case, within fifteen (15) days from the end of each month, Cerbo will provide you, via email, with a written report totalling your Session Reports that will summarize the Instructor Fees payable to you by Cerbo and the Operating Fees to be deducted (the “Monthly Report”). Should you believe there are any inaccuracies you must bring these to Cerbo’s attention within seven (7) days otherwise you will be deemed to have accepted the Instructor Fees and Operating Fees to be deducted as set out in the Monthly Report. Cerbo will deposit the Instructor Fees to your bank account via direct deposit to your designated bank account.
6.5. Expenses: You will be solely responsible for any expenses incurred by you in performing the Services under this Agreement.
6.6. Currency: Unless you select to be paid in a different currency, all payments and references to dollar amounts in this agreement will be in U.S. currency. Should you select to be paid in a currency other than U.S. dollars, Cerbo reserves the right to assess an additional payment processing fee (which will be deducted from the Instructor Fee). Should the learner select to pay you in a currency other than your selected payout currency, Cerbo reserves the right to assess an additional payment processing fee (which will be deducted from the Instructor Fee).
7.1. Content: All content available through the Platform and Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement is referred to as “Content”. Content provided or used by you to provide the Services is called “Instructor Content”. This includes, course notes, guides, and instructor materials. Content provided by Cerbo is called the “Platform Content.”
7.2. Instructor Content: You shall be solely responsible for your own Instructor Content and the consequences of submitting and publishing your Instructor Content on the Platform through providing the Services. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to provide the Instructor Content you submit, including, but not limited to, obtaining applicable consents from identifiable individuals and, in the case of third party copyrighted material, permission from the rightful owner of the material and to grant Cerbo all of the license rights granted herein. For clarity, you retain all of your ownership rights in your Instructor Content. However, by providing Instructor Content to Cerbo, you hereby grant Cerbo a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, archive, transmit, create derivative works, cache, and otherwise use the Instructor Content in connection with the Platform.
7.3. Instructor Video: Cerbo may, in its discretion, create a professional video for you that can be used on the Platform to describe your Services (the “Instructor Video”). You may use the Instructor Video for your own professional and personal uses subject to the following license. Cerbo grants you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to use and access the Instructor Video provided that you do not alter, amend or otherwise modify the Instructor Video in any way, including not removing the introduction (wherein Cerbo’s logo will be displayed).
7.4. Platform Content: Cerbo grants you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to use and access the Platform to provide the Services, and not for resale or further distribution. Your right to use the Platform Content is limited by all terms and conditions set forth in this Agreement.
7.5. Ownership: Except for the licenses granted to you, Cerbo and its licensors retain all right, title and interest in and to the Platform, Platform Content and Instructor Video (collectively the “Cerbo Intellectual Property”), including all related intellectual property rights and are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.
7.6. Restrictions: Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Cerbo Intellectual Property; (ii) rent, lease or sublicense access to any of the Cerbo Intellectual Property; or (iii) circumvent or disable any security or technological features or measures of the Cerbo Intellectual Property; or (iv) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Cerbo Intellectual Property.
8.1. Indemnity: You agree to indemnify and hold harmless Cerbo, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Cerbo, which result from or relate to your use of the Platform or Services and any violation of this Agreement, including, but not limited to, any violation of any third party rights with respect to your Instructor Content. You will give Cerbo prompt notice of any such demand, claim or proceeding that you are aware of.
8.2 Limitation of Liability: To the maximum extent permitted by applicable law, in no event shall Cerbo, its affiliates, agents, directors, employees, suppliers or licensors be liable, whether based on warranty, contract, tort, equity, strict liability, patent or copyright infringement or any other legal theory, for any damages of any kind including, without limitation, direct, indirect, incidental, consequential, exemplary and punitive damages, loss of profits, personal injury, wrongful death resulting from the use of, or the inability to make use of, the Platform or your provision of the Services, whether or not Cerbo, its affiliates, or their licensors are advised of the possibility of such damages. To the extent some jurisdictions do not allow limitations on some categories of damages, these limitations may not apply to you, but the foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
9.1. Non-Disclosure/Use: You shall preserve as strictly confidential and proprietary all information and material, whether or not marked as confidential, including but not limited to Cerbo information, materials, data, strategic plans, financial information, personnel files, customer (or potential customer) lists or student related information (including but not limited to any personal information of any students), or other information that Cerbo may provide to Instructor, or Instructor may receive, in connection with this Agreement or related Course(s) (collectively "Confidential Information").
9.2. During and after your engagement by Cerbo, you shall hold the Confidential Information in confidence and shall not communicate or disclose the Confidential Information in any way, either directly or indirectly, to any person, corporation or other under any circumstances at any time without the prior written consent of Cerbo. You shall not use, copy, transfer or destroy any Confidential Information other than as necessary in carrying out its duties on behalf of Cerbo, without first obtaining Cerbo's consent.
9.3. You shall preserve any copyright, trademark and other proprietary rights notices on all Confidential Information and promptly notify Cerbo of any disclosure of Confidential Information that is not in accordance with this Agreement.
9.5. Equitable Remedies: You agree that in the event of a breach or threatened breach of this section, Cerbo may be irreparably harmed such that monetary damages will not adequately compensate for its injuries. In the event of any such breach, Cerbo will be entitled, in addition to any rights or remedies it may have at law or in equity, to temporary and permanent injunctive relief issued by any court of competent jurisdiction enjoining and restraining you from continuing such breach and the payment by Instructor of all costs associated with any litigation, including attorneys’ fees. The foregoing obligations shall survive termination or expiration of this Agreement.
9.6. Return of Property: Following the termination of its engagement by Cerbo, you shall return to Cerbo all Confidential Information and copies thereof susceptible of being returned or, at the option of Cerbo, will destroy all such Confidential Information.
10.1. No Obligation to Former Employer/Client: You warrant that you are under no obligation to any former employer, client or any other person which is in any way inconsistent with this Agreement or which imposes any restriction on its activities with Cerbo.
10.2. Further Warranties and Covenants: You warrant and covenant that: (a) you will comply strictly with all laws and regulations in performing the Services; (b) you will perform the Services in accordance with the terms of this Agreement in a professional and workmanlike manner consistent with industry standards.
10.3. Information True and Correct: You represent that you have provided Cerbo accurate information regarding your experience and qualifications. You have not omitted information that would be relevant to Cerbo’s decision to retain you to perform the Services contemplated herein.
11.1. Term: The term of this Agreement will commence on the date you are onboarded through the Platform and, unless terminated earlier in accordance with the provisions of this Agreement, will continue for a period of five years.
11.2. Termination: Cerbo may terminate this Agreement at any time if Cerbo determines, in its sole discretion, that the Services are not satisfactory or breach of any material term of this Agreement, including but not limited breach of sections 6, 8 or 10. Either party may terminate this Agreement by providing 30 days prior written notice to the other party.
12.1. This Agreement and any related agreements will be governed in all respects by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein.
12.2. Notwithstanding anything to the contrary in this Agreement, You irrevocably agree that all claims for monetary damages and disputes relating in any way to the performance, interpretation, validity or breach of this Agreement will be referred to final and binding arbitration, in accordance with the following provisions: (a) a single arbitrator will be appointed by agreement between the parties within ten (10) days after either of them will have served notice on the other setting out the matters to be arbitrated upon. If the parties are unable to agree upon an arbitrator within the said ten (10) day period, then upon giving the requisite notice to the other, either party may apply to the Ontario Superior Court of Justice at Toronto for the appointment of an arbitrator; (b) the arbitration shall take place at the City of Toronto and the arbitrator shall fix the time and place in the City of Toronto for the purpose of hearing such evidence and representations as the parties may present, and subject to the provisions hereof, the decision of the arbitrator shall be final and binding upon the parties both in respect of procedure and the conduct of the parties during the proceedings and the final determination of the issues therein (c) the costs of the arbitration shall be borne by the parties as may be specified in the determination of the arbitrator; (d) insofar as they do not conflict with the provisions of this section, the Arbitrations Act (Ontario) shall be applicable to all arbitrations held under this section, and the arbitrator shall have jurisdiction to do all acts and make such orders as are provided therein; (e) the decision of the arbitrator pursuant to the provisions of this Section shall be final and binding upon the parties hereto and there shall be no appeal therefrom.
13.1. Any notice or other communication required by this Agreement will be in writing and will be provided by personal delivery, by facsimile OR BY EMAIL to Cerbo or You as applicable, at the address or facsimile number provided by You. Notices delivered in person will be effective on the date of such delivery. Notices delivered by facsimile will be effective on the date of transmission provided printed proof of transmission is obtained. You may not assign, resell or transfer this Agreement to a third party without the prior written consent of Cerbo. This Agreement will enure to the benefit of, and be binding upon, the parties and your respective heirs, executors, administrators, successors and permitted assignees. Cerbo provides Service to You as an independent contractor and this Agreement does not constitute or imply any partnership, joint venture, fiduciary relationship or other relationship between You and Cerbo. The provisions of this Agreement may only be waived in writing signed by Cerbo. No failure by Cerbo to insist upon Your performance of any obligation in this Agreement will constitute a waiver of the obligation. If any portion of this Agreement is deemed invalid, illegal or unenforceable, it will not affect or impair the balance of the provisions of this Agreement, which will remain enforceable.
13.2. To contact Cerbo, contact our Customer Care Department, via email at email@example.com.