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CFI Marketplace™ Vendor Terms of Service

Last Updated: July 21, 2020.Please carefully read these CFI™ Marketplace Vendor Terms of Service (these “Terms”), which are a binding contract between CFI Education, Inc. (“CFI”) and Vendor (defined below) and govern Vendor’s use of the Marketplace (defined below). These Terms exempt CFI and other persons from liability or limit their liability, specify the jurisdiction and procedure for resolution of disputes and contain other important provisions.

If you are Vendor, then by applying for an Account and each time you use the Marketplace you signify your agreement to be bound by the most current version of these Terms. If you are an authorized representative of Vendor, then by applying for an Account on behalf of Vendor and each time you use the Marketplace on behalf of Vendor you signify Vendor’s agreement to be bound by the most current version of these Terms and you represent and warrant that you have legal authority to agree to the most current version of these Terms on behalf of Vendor and to use the Marketplace on behalf of Vendor.

If Vendor does not agree to these Terms, then neither Vendor nor any person on behalf of Vendor may apply for an Account or use the Marketplace.

1.              Introduction, Key Definitions and Other

1.1           Binding Agreement:  These Terms are a binding agreement between Vendor and CFI (collectively the “Parties” and each a “Party”) and govern Vendor’s use of the online marketplace to sell business templates and related products as may be permitted by CFI from time to time (the “Marketplace”).

1.2           Key Definitions:  In these Terms, the following capitalized words have the following meanings and other capitalized words have the meanings set out elsewhere in these Terms: (a) “Account” means a valid and subsisting account with CFI for sale of Products on the Marketplace; (b) “Product” means a business template or a related product as may be permitted by CFI from time to time; (c) “IP Rights” means all intellectual property rights of any nature and kind whatsoever (including trademark rights and copyright), whether or not registered or registrable, now or hereafter in force and effect throughout all or any part of the world; (d) “Vendor” means the person (including an entity) identified in an Account or application for an Account as “Vendor”; (e) “Representatives” means directors, officers, partners, shareholders, employees, contract workers, agents, affiliates, licensors and other personnel and representatives; and (f) “Website” means the internet website accessible using the domain name <www.marketplace.corporatefinanceinstitute.com>.

1.3           Additional Terms:  Certain features or functionalities of the Website may be subject to additional terms and conditions (collectively “Additional Terms”) available on the Website. If and to the extent there is a conflict or inconsistency between these Terms and the provisions of any Additional Terms, then the provisions of the Additional Terms will take priority and govern regarding the relevant features or functionalities.

1.4           Changes to these Terms:  CFI may change these Terms from time to time without any notice to Vendor by posting the changed Terms on the Website at https://corporatefinanceinstitute.com/about-cfi/cfi-marketplace-vendor-terms-of-service/. The changed Terms will be effective immediately on posting on the Website, unless the changed Terms expressly state otherwise. Vendor is solely responsible for checking the “Last Updated” date at the top of these Terms and reviewing any changes since the previous version. By using the Marketplace after these Terms have been changed by CFI, Vendor signifies Vendor’s agreement to the changed Terms. Vendor may not change, supplement or amend these Terms in any manner.

1.5           Improvements to the Marketplace:  CFI in its discretion may make additions and improvements (including the addition of new functionalities and new services) to any or all the Marketplace from time to time without any notice to Vendor or any other person.

2.              Accounts

2.1           Generally:  Vendor must have an Account in order to use the Marketplace. Vendor may have only one (1) Account at a time. Subject to these Terms, Vendor may apply for an Account using the processes made available for that purpose by CFI. CFI in its discretion and for its sole convenience may accept or reject Vendor’s application for an Account.

2.2           Representations/Warranties by Vendor:  By submitting an application for an Account, Vendor represents and warrants that: (a) Vendor has all requisite power, capacity, authority and approvals required for Vendor to lawfully accept these Terms and to lawfully perform Vendor’s obligations and exercise Vendor’s rights under these Terms; and (b) Vendor’s acceptance of these Terms and performance of Vendor’s obligations and exercise of Vendor’s rights under these Terms will not conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) now or in the future owed by Vendor to any other person.

2.3           Instructions/Authority:  CFI may accept and act on any information, instruction or document given through Vendor’s Account. CFI is not under any obligation to verify the actual identity or authority of any person accessing or using Vendor’s, but CFI in its discretion may at any time require verification of the identity and authority of any person accessing or using Vendor’s Account and may deny access to Vendor’s Account or refuse to accept or act on any information, instruction or document if CFI is not satisfied with the verification.

2.4           Suspension of Account:  CFI in its discretion and for its sole convenience may suspend Vendor’s Account at any time effective immediately and without any notice to Vendor. Suspension of Vendor’s Account may result in the removal of all Products from the Marketplace, but will not result in the termination of these Terms.

3.              The Marketplace

3.1           Submitting Products to CFI:  Subject to these Terms, Vendor may use applicable online processes available through the Website to submit to CFI a request to make a Product available on the Marketplace. CFI in its discretion and for its sole convenience may accept or reject any request. If CFI accepts a request regarding a Product, then CFI will make the Product available on the Marketplace.

3.2           Representations/Warranties:  By submitting a request to make a Product available on the Marketplace, Vendor represents and warrants to CFI that:

(a)            Rights:  Vendor owns the Product or otherwise has all requisite rights, licenses, permissions, consents, authorizations, approvals and waivers to authorize CFI to make the Product available on the Marketplace and to permit Marketplace users to purchase, download and use the Product; and

(b)            Compliance with Laws:  At all times the Product has complied and will continue to comply with all applicable laws;

(c)            No Infringement:  At all times the Product has not violated, infringed or misappropriated, and will not violate, infringe or misappropriate, any rights (including IP Rights) of any person; and

(d)            No Objectionable Content:  The Product does not contain content that is unlawful, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others, or otherwise objectionable or that may dilute or depreciate the name and reputation of CFI.

(e)            Accurate Content:  To Vendor’s knowledge, the content contained in the Product is true, accurate, current and complete.

3.3           Marketplace Users

(a)            Purchase Orders for Products: Marketplace users may submit purchase orders for Products to CFI through the Marketplace functionality made available for that purpose. If CFI accepts a Marketplace user’s purchase order for a Product, the Marketplace user will pay CFI will receive payment directly from the applicable Marketplace user. Vendor will receive a notification each time CFI has accepted a purchase order submitted by a Marketplace user for a Product.

(b)            Product Defects:  Vendor is responsible for any technical defects or similar issues with a Product and acknowledges that Marketplace users will contact Vendor directly regarding technical defects or issues with a Product. If a Marketplace user notifies Vendor of a technical defect or issue within thirty (30) days after the date of purchase using the functionality provided by CFI, Vendor will promptly provide troubleshooting advice sufficient to resolve the technical defect or issue, or a replacement Product free from technical defects or issues, to the Marketplace user at no additional charge.

(c)            Communications with Marketplace Users:  CFI may make available a Marketplace functionality whereby Marketplace users may contact Vendor directly for information about a Product. Vendor will at all times communicate with Marketplace users in a lawful, ethical, fair, competent and professional manner, and will not communicate with any Marketplace user in a manner that may dilute or depreciate the name and reputation of CFI.

3.4           Changing/Removing Products from the Marketplace:

(a)            By Vendor:  Subject to these Terms, Vendor in its discretion may contact CFI to change or remove a Product from the Marketplace. If Vendor learns that any representation or warranty set out in section 3.2 regarding a Product is or may be untrue, then Vendor will immediately notify CFI.

(b)            By CFI:  CFI in its discretion and for its sole convenience may remove a Product from the Marketplace at any time effective immediately and without any notice to Vendor.

3.5           Monitoring Use:  CFI is not obliged to monitor Vendor’s use of the Marketplace, but CFI reserves the right to do so in CFI’s discretion (including for the purposes of performing the Marketplace, verifying compliance with these Terms or complying with applicable laws) without any notice to Vendor or any other person.

4.              Commission, Taxes and Payments

4.1           Commission:  Subject to the provisions of these Terms, CFI will pay to Vendor a one-time fee (the “Commission”) in respect of each Product sold on the Marketplace. The Commission will be calculated as 80% of the Marketplace purchase price for the applicable Product, unless CFI in its discretion expressly agrees in writing otherwise. The Commission will be calculated, invoiced and paid in American currency (USD).

4.2           Taxes and Withholdings:  All amounts payable to Vendor under these Terms include all applicable taxes. Vendor is solely responsible and liable for remitting to the relevant governmental authorities in a timely and proper manner all taxes associated with, based on or due as a result of the amounts paid by CFI to Vendor under these Terms, and all related interest, penalties and expenses. Notwithstanding the foregoing, Vendor authorizes CFI to withhold and remit to the applicable governmental authorities all taxes and other amounts that CFI is required by applicable law to withhold and remit in connection with any payment to Vendor under these Terms.

4.3           No Other Remuneration/Fees: The amounts payable by CFI to Vendor as expressly set out in these Terms are full and complete compensation for Vendor’s performance of Vendor’s obligations under these Terms, and Vendor is not entitled to any other fees, commissions or other remuneration or reimbursement from CFI arising from, connected with, or relating to these Terms. Except for amounts payable by CFI to Vendor pursuant to these Terms, and unless CFI in its discretion expressly agrees in writing otherwise, Vendor will not charge or receive from any person (including any Marketplace user) any fee or other remuneration for or in connection with a Product or any related matter or any transaction between any Marketplace user and CFI.

5.              Additional Obligations

5.1           Information/Documents:  On request by CFI, Vendor will provide to CFI all information, instructions and documents that CFI reasonable considers necessary for CFI to perform CFI’s obligations or exercise CFI’s rights under these Terms.

5.2           Legal Compliance/Third Party Rights:  Vendor will comply, and ensure that all of Vendor’s Representatives comply, at all times with all applicable laws in all relevant jurisdictions (including all laws relating to IP Rights and taxes) regarding Vendor’s use of the Marketplace and the Products.

5.3           Permitted/Prohibited Uses of the Marketplace:

(a)            Permitted Use:  Subject to these Terms and all applicable laws, during the term of these Terms Vendor may use the Marketplace for the sole purpose of Vendor’s lawful, internal business purposes only. Use of the Marketplace for any other purpose or in any other manner is strictly prohibited.

(b)            Prohibited Use – General:  Vendor will not: (i) use the Marketplace in any manner, by any means, or for any purpose not expressly permitted by these Terms; (ii) use the Marketplace or information obtained through the Marketplace for the benefit of any other person; (iii) attempt to circumvent the ordinary navigational structure, technical delivery systems or display of the Marketplace or otherwise attempt to access or use the Marketplace by any means that is not purposefully made available for that purpose by CFI; (iv) use the Marketplace in a way that interferes with or threatens, damages, disrupts, compromises or degrades the integrity, functionality, operation, performance or security of the Marketplace or any related system, service or data, or to attempt to gain unauthorized access to the Marketplace or any related system, service or data; (v) copy, reproduce, distribute, imitate, publish, republish, translate, repost, publicly display, publicly perform, transmit, distribute, license, sublicense, grant, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, create any interest in, commercialize or commercially exploit, or otherwise give or make available or permit access or use of the Marketplace or any information available through the Marketplace to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge; (vi) collect, copy, store or use any information available through the Marketplace (including information available on the Marketplace) for any purpose other than the authorized use of the Marketplace in accordance with these Terms; (vii) use the Marketplace to send or distribute unsolicited commercial messages or advertisements; (viii) index, crawl, catalogue, mirror, frame, scrape, cache or otherwise collect or mine any data from the Marketplace, using any technologies, tools or methods (including robots, spiders, crawlers, or other automatic devices, programs or methodologies) whatsoever, for any purpose whatsoever; (ix) use automated scripts or similar technologies to interact with the Marketplace; (x) use the Marketplace to upload, transmit, or distribute any virus, worm, “Trojan Horse”, or other code or routine that manifests contaminating or destructive properties that may damage, harm, detrimentally interfere with, or otherwise adversely affect the Marketplace or any computer system, hardware, software, equipment, services or data; (xi) alter, violate, circumvent, deactivate, conceal, modify or remove any notice (including any proprietary rights notice), proprietary code or lock, means of identification or authentication, digital rights tool or management information, technological measure, security or control measure or agreement (including end user terms and conditions) on, in or in relation to the Marketplace; (xii) probe, scan or test the vulnerability of the Marketplace or any related systems; (xiii) develop a software application for use with the Marketplace; (xiv) reverse engineer or otherwise access or use the Marketplace in order to create a product or service that is competitive with the Marketplace or any other product or service offered by CFI, or a product or service using similar ideas, features or functions; or (xv) authorize, permit, assist, encourage or enable any other person to do any of the foregoing in this section 5.3(b) or to commit any act or omission that would be a breach of these Terms if committed by Vendor. A restriction set out in this section 5.3(b) does not apply if and to the extent, but only to the extent, that the restriction is prohibited by applicable law.

(c)            No Circumvention:  Vendor will not use the Marketplace or any information obtained through the Marketplace (including information in an Application) to identify a potential purchaser of a Product in order to make any agreement (including an agreement for the sale of a Product) with any person other than through the Marketplace in accordance with these Terms.

5.4           Disclosure of Information:  CFI will collect, use, retain and disclose information regarding Vendor and the use of the Marketplace by and on behalf of Vendor as reasonably required to provide the Marketplace, to perform CFI’s obligations and exercise CFI’s rights under these Terms, to protect and enforce CFI’s legal rights and interests or the rights and interests of other persons, and as otherwise permitted by applicable law, including using and disclosing information as CFI reasonably believes is necessary or appropriate in connection with any claim or dispute, to comply with applicable law (e.g. a subpoena, warrant, court or arbitral order or litigation disclosure obligation), to enforce these Terms and other agreements, and to detect, investigate or prevent unlawful or fraudulent activities or other misconduct.

5.5           Notifications:  Vendor will promptly notify CFI if Vendor: (a) knows of or suspects any unauthorized access to or use of the Marketplace; or (b) becomes aware of any complaint, claim or allegation by any other person arising from, connected with or relating to the Marketplace or the use of the Marketplace by or on behalf of Vendor, and on request by CFI Vendor will cooperate with and assist CFI to investigate and respond to the complaint, claim or allegation (as applicable).

6.              Ownership/Proprietary Rights

6.1           Products:  As between the Parties, Vendor is and will remain the sole beneficial owner of all right, title and interest in, to and associated with each Product and all related IP Rights.

6.2           The Marketplace and Related Items:  As between the Parties, CFI is and will remain the sole owner of all right, title and interest in, to and associated with the Marketplace and all related technologies, software and data and all related IP Rights. Notwithstanding any other provision of these Terms, and for greater certainty, under no circumstances will CFI be obligated to provide, nor will Vendor or any other person be entitled to directly or indirectly receive, obtain, access or use, a copy of any of the technologies, software and data used by or on behalf of CFI to operate or provide the Marketplace.

6.3           Feedback:  If Vendor or any of Vendor’s Representatives gives to CFI or any of CFI’s Representatives any feedback (including ideas or suggestions for enhancements or improvements) about the Marketplace, then CFI and its licensors and their respective successors, assigns and licensees may use and commercialize the feedback without providing any compensation to Vendor or any other person. For greater certainty, Vendor and Vendor’s Representatives will not include in feedback to CFI any information that is confidential or proprietary to Vendor or any other person.

6.4           Trademarks:  CFI™, the CFI logo and other related marks displayed on the Website or the Marketplace are registered or unregistered trademarks owned by CFI or used under license by CFI. Vendor does not have and will not acquire any license or right to use any of those trademarks.

6.5           Reservation of Rights:  All rights not expressly granted by a Party under these Terms are reserved by the Party.

7.              Disputes and Indemnity

7.1           Definitions:  In these Terms, “Product Dispute” means any allegation, claim, complaint, demand or dispute, and any related action, suit or proceeding in any court or before any tribunal regarding a Product or any related or conflicting IP Rights, including any allegation, claim, complaint, demand or dispute, and any related action, suit or proceeding, that: (i) a Product violates, infringes or misappropriates the rights (including IP Rights) of any person; or (ii) any person has violated, infringed or misappropriated a Product or any related rights (including IP Rights).

7.2           Notice and Documents:  Vendor will immediately give notice to CFI if Vendor becomes aware of any threatened or actual Product Dispute regarding a Product, and will provide to CFI all documents, including correspondence (including emails) and pleadings, relating to the threatened or actual Product Dispute received by Vendor.

7.3           Responsibility:  Notwithstanding any other provision of these Terms, as between the Parties, Vendor is solely responsible and liable for each and every Product Dispute relating to any past or present Product, including responding to and defending against or prosecuting each Product Dispute relating to a past or present Product. Vendor will not attempt to impose any liability on, or seek any remedy against, CFI for or relating to any Product Dispute relating to any past or present Product, and Vendor will not join CFI as a party to any Product Dispute relating to any past or present Product.

7.4           Indemnity:  Both during and after the Term, on request by CFI Vendor will defend, indemnify and hold harmless CFI and each of CFI’s Representatives from and against any and all allegations, claims, complaints, demands, disputes, actions, suits, assessments and proceedings by any third party (including any user of the Marketplace or any governmental authority), including any and all Product Disputes (each a “Third Party Claim/Proceeding”) and all related expenses (including legal fees) and all resulting obligations and liabilities (damages, administrative monetary penalties, financial sanctions, interest payments, settlement payments, payments for or in respect of Taxes, expenses and costs, including lawyer’s fees) arising from, connected with or relating to any of the following: (a) the use of the Marketplace by or on behalf of Vendor; (b) any breach of these Terms by Vendor; (c) any Product; (d) any act or omission by or on behalf of CFI based on any information, instruction or document provided by or on behalf of Vendor; (e) any act, omission or misrepresentation by or on behalf of Vendor or any of Vendor’s Representatives or any other person for whom Vendor is responsible under these Terms or applicable law; or (f) CFI’s remittance of, or failure to deduct, withhold or remit, any tax in connection with Vendor’s use of the Marketplace. If CFI requests that Vendor defend, indemnify and hold harmless CFI and CFI’s Representatives regarding a Third Party Claim/Proceeding, then Vendor will control the defence and settlement of the Third Party Claim/Proceeding using competent and experience legal counsel approved by CFI, provided that Vendor will not settle the Third Party Claim/Proceeding without CFI’s express prior written consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, CFI and each of CFI’s Representatives retains the right to participate (with legal counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any Third Party Claim/Proceeding.

8.              Disclaimers

8.1           General Disclaimer:  Vendor is solely responsible and liable for the selection and use of the Marketplace to achieve Vendor’s intended results, and Vendor uses the Marketplace at Vendor’s own risk. To the maximum extent permitted by applicable law, the Marketplace is provided “as is”, “as available” and “with all faults”, and without any representation, warranty, condition or guarantee of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representation, warranty, condition or guarantee of or relating to fitness for a particular purpose, merchantability, suitability, non-infringement, title, performance, quality, results, viruses or harmful components, accuracy, errors, timeliness or reliability, all of which are hereby disclaimed by CFI to the maximum extent permitted by applicable law. Without limiting the generality of the foregoing in this section 8.1, CFI does not make or give any representation, warranty, condition or guarantee that the Marketplace will meet Vendor’s requirements or that Vendor’s use of the Marketplace will achieve specific or any results (including that a Product will be purchased by a Marketplace user). Except as expressly set out in these terms, no oral or written information or advice given by or on behalf of CFI will create or constitute any representation, warranty, condition or guarantee.

8.2           Disclaimer re Other Marketplace users:  Without limiting the generality of section 8.1, Vendor is solely responsible and liable for all of Vendor’s dealings with other Marketplace users (including Marketplace users who purchase Products), and Vendor deals with other Marketplace users (including Marketplace users who purchase Products) at Vendor’s own risk. To the maximum extent permitted by applicable law, CFI is not responsible or liable to Vendor or any other person for any act or omission by or on behalf of any user of the Marketplace (including Marketplace users who purchase Products), including any user’s performance or non-performance of the user’s obligations under any of the terms of service that govern use of the Marketplace or other services provided by CFI. CFI does not make or give any representation, warranty, condition or guarantee of any nature or kind whatsoever regarding any Marketplace user.

8.3           Legal Compliance/Non-Infringement Disclaimer:  Without limiting the generality of section 8.1, Vendor is solely responsible and liable for conducting all necessary inquiries and investigations (including trademark clearance searches and Tax and legal due diligence) in all relevant jurisdictions and obtaining appropriate professional advice (including legal and Tax advice) to ensure that Vendor’s performance of Vendor’s obligations and exercise of Vendor’s rights under these Terms (including Vendor’s use of the Marketplace) and the use of Products by Marketplace users will not violate any applicable law (including any law relating to IP Rights, Products or taxes) in any relevant jurisdiction or violate, infringe or misappropriate any right (including IP Rights) of any person in any relevant jurisdiction. CFI does not make or give any representation, warranty, condition or guarantee regarding any of those matters.

8.4           Technology and Security Disclaimer:  Without limiting the generality of section 8.1, Vendor acknowledges that the Marketplace might be affected by circumstances beyond CFI’s control, might not be continuous, uninterrupted or secure, and are subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. CFI is not responsible or liable for any delays, failures or any damage, loss or liability resulting from any of those problems. Vendor acknowledges that security measures used by CFI might not protect the Marketplace, the Website or Vendor’s Account or the security, integrity or confidentiality of data stored in the Marketplace or the Website. CFI is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, the Marketplace or the Website or any related data, whether through accident, fraudulent means or any other method. CFI is not required to verify the actual identity or authority of Vendor, and CFI may act on any information, instruction or document given through Vendor’s Account.

9.              Liability Exclusions/Indemnity

9.1           Liability Exclusions:  Notwithstanding any other provision of these Terms, and to the maximum extent permitted by applicable law, in no event and under no circumstances will CFI Group be liable to Vendor or any other person for any loss, damage or liability (including direct, indirect, special, incidental, consequential and punitive damages) arising from, connected with or relating to these Terms or the Marketplace, under any theory (including contract, tort, strict liability, statutory liability or any other theory of law), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by or on behalf of CFI Group, even if other remedies are not available or do not adequately compensate Vendor or any other person for the loss, damage and liability and even if CFI Group knew or should have known of the possibility of the potential loss, damage or liability being incurred.

9.2           Additional Definitions:  In these Terms, “CFI Group” means CFI and each of CFI’s corporate parents, affiliates and subsidiaries and each of their respective suppliers, service providers, licensors and Representatives.

10.           Term and Termination

10.1         Term:  These Terms as they apply to Vendor will commence when Vendor submits an application for an Account or otherwise accepts these Terms and will continue in full force and effect until terminated in accordance with these Terms.

10.2         Termination by Vendor: Vendor may terminate these Terms for Vendor’s sole convenience effective immediately by providing written notice to CFI or by deactivating Vendor’s Account using the functionality provided by CFI for that purpose.

10.3         Termination by CFI:  CFI may terminate these Terms for CFI’s sole convenience effective immediately on written notice of termination to Vendor.

10.4         Consequences of Termination:  On termination of these Terms: (a) CFI will deactivate Vendor’s Account and remove all Products from the Marketplace; (b) CFI will immediately pay all amounts due and owing to Vendor under these Terms; (c) Vendor will no longer be able to access Vendor’s Account; and (d) each Party will remain responsible and liable for all of the Party’s obligations and liabilities arising prior to the termination of these Terms.

10.5         Survival:  Notwithstanding any other provision of these Terms, each of sections 3.2, 3.3, 4, 5.4, 6, 7, 8, 9, 10.4, 10.5 and 11, and all other provisions necessary to the interpretation or enforcement of those sections, will survive indefinitely after the expiration or termination of these Terms and will remain in full force and effect and be binding on the Parties.

11.           General

11.1         Publicity:  CFI may include in its advertising, marketing and promotional materials (including in published case studies) information regarding any Product.

11.2         Relationship:  The Parties are independent contracting parties, and nothing in these Terms or done pursuant to these Terms will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between the Parties. Neither Party is authorized to make any representation or commitment, or create any obligation (express or implied), on behalf of the other Party.

11.3         Governing Law:  These Terms, the subject matter of these Terms and the resulting relationship between the Parties will be governed by, and construed in accordance with, the laws of the Province of British Columbia, Canada and the laws of Canada applicable in British Columbia, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods and excluding any rules of private international law or the conflict of laws that would lead to the application of the laws of any other jurisdiction.

11.4         Disputes between the Parties:  Except as expressly set out below, and unless applicable law requires otherwise, the courts of British Columbia, Canada sitting in the city of Vancouver, British Columbia, Canada will have original and exclusive jurisdiction over any and all disputes, controversies and claims arising under, out of, in connection with, or in relation to these Terms or the Marketplace or any related matter (each a “Dispute”), and Vendor and CFI each hereby unconditionally and irrevocably submit and attorn to the original and exclusive jurisdiction of those courts regarding a Dispute. Notwithstanding the foregoing, CFI may commence legal proceedings against Vendor in the courts of any jurisdiction seeking injunctive relief (or similar urgent legal remedies) to enforce these Terms or to protect CFI’s rights and interests. Vendor will commence legal proceedings regarding a Dispute within twelve (12) months after the Dispute arises, after which time any and all legal proceedings by Vendor regarding the Dispute will be forever barred. Any shorter time limit provided by law remains unaffected.

11.5         Notices:  Except as expressly set out in these Terms, all notices given under these Terms will be in writing and will be delivered: (a) to Vendor by email or courier delivery to Vendor’s addresses on record in Vendor’s Account, or to an alternative address for delivery specified by Vendor in a notice delivered to CFI pursuant to this section 12.4; and (b) to CFI by email to [email protected]inanceinstitute.com or by courier delivery to CFI’s current head office address specified on the Website or to an alternative address for delivery specified by CFI in a notice delivered to Vendor pursuant to this section 12.4. Each Party will ensure that the Party’s email address and related email account is and remains valid and effective throughout the Term.

11.6         Assignment:  These Terms are personal to Vendor, Vendor will not transfer or assign these Terms or any of Vendor’s rights, obligations or liabilities under these Terms without CFI’s express prior written consent, and any attempt to do so will be null and void and will have no force or effect. CFI in its discretion may assign these Terms without Vendor’s consent. These Terms are binding on and will enure to the benefit of each Party and each Party’s successors and permitted assigns.

11.7         Miscellaneous:  If a provision of these Terms is held by a court or arbitrator of competent jurisdiction to be unenforceable or invalid for any reason, then the provision will be deemed severed from these Terms and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms would fail in their essential purpose. Except as expressly set out in these Terms, each Party’s rights and remedies under these Terms are cumulative and not exhaustive or exclusive of any other rights or remedies to which the Party may be entitled under these Terms or at law, and each Party may pursue any and all of the Party’s rights and remedies concurrently, consecutively and alternatively. No consent or waiver by a Party to or of any breach of these Terms by the other Party will be effective unless in writing and signed by both Parties, or deemed or construed to be a consent to or waiver of a continuing breach or any other breach of these Terms by the other Party. If a Party’s consent or approval is required under these Terms, then the Party in its discretion and for its sole convenience may withhold or refuse the consent or approval unless these Terms expressly state otherwise. Each Party will, on reasonable request by the other Party, execute any further documents and do any further acts or things that may be necessary to implement and carry out the intent of these Terms. The Parties have expressly requested and required that these Terms and all related documents be in the English language. All communications, notices and documentation provided under these Terms will be in the English language only.

11.8         Force Majeure:  Notwithstanding any other provision of these Terms, a Party will not be liable for any delay in performing or failure to perform any of the Party’s obligations under these Terms if and to the extent performance is delayed or prevented due to a cause or causes beyond the Party’s reasonable control, and any delay or failure of that kind will not be a breach of these Terms and the time for performance of the affected obligations will be extended by a period that is reasonable in the circumstances.

11.9         Interpretation:  In these Terms: (a) a reference to “these Terms” and other similar expressions refers to these Terms as a whole, and not just to the particular provision in which those words appear; (b) headings are for convenience only and do not define, limit or enlarge the scope or meaning of these Terms; (c) words importing the singular number only include the plural, and vice versa; (d) reference to a day, month or year means a calendar day, calendar month or calendar year, unless expressly stated otherwise; (e) a reference to currency is to the lawful money of the United States of America, unless expressly stated otherwise; (f) “discretion” means a person’s sole, absolute and unfettered discretion; (g) “including” or “includes” means including or includes (as applicable) without limitation or restriction; (h) “in writing” or similar terms includes email, unless expressly stated otherwise; (i) “law” includes common law, equity, statutes (including statutes implementing treaties), regulations and orders of courts and tribunals, and a reference to a specific statute includes all regulations made under the statute and all amendments to, or replacements of, the statute or any regulation made under the statute in force from time to time; (j) “person” includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; and (k) “trademark” includes a service mark, logo and any other sign or symbol protected under law.

11.10      Complete Agreement:  These Terms together with any applicable Other Agreement and Additional Terms set out the entire agreement between the Parties regarding the subject matter of these Terms, and supersede all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between the Parties regarding the subject matter of these Terms. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties regarding the subject matter of these Terms other than as expressly set out in these Terms and applicable Additional Terms. These Terms may not be amended except by a written document (not an email) that expressly states that it is an amendment to these Terms and that is signed by both Parties or their respective successors or permitted assigns.

IF Vendor DOES NOT ACCEPT AND AGREE TO THESE TERMS, THEN Vendor MAY NOT use the Marketplace.