Terms & Conditions — Marketing and Promotional Services

These terms & conditions (the “Binding Terms”) govern the relationship between Generis Global Partners Corp. (“GG Partners”) and the subscriber (“Subscriber”) set forth on the applicable Service Order, in relation to the provision by GG Partners of digital based marketing and promotional packages and professional services (the “Services”).
Please read these Binding Terms carefully, as they set out the rights and obligations of both parties in all cases in relation to the Services and all Service Orders. By agreeing to proceed with any Service Order, the Subscriber agrees to be legally bound by these Binding Terms

Definitions: In these Binding Terms:

  1. Subscriber Content” means all text, images, and other materials provided by the Subscriber to GG Partners in relation to the Services and Marketing Materials, including text, photos, copy, legal language/disclaimers, logos, etc., including materials over which the Subscriber has trademark, copyright, or other protected intellectual property rights.
  2. Marketing Materials” means all content produced and published via the Marketing Services, including but not limited to Twitter/LinkedIn and other social media posts, webinar features, banner ads, email notices/ads, newsletter content, etc.
  3. Service Order” means the final registration form or registration package that is presented by GG Partners and agreed to by the Subscriber, which sets out the suite of Marketing Materials and the term of the Services being provided by GG Partners, whether such Service Order is registered through the GG Partners website, through email communication with GG Partners representatives, or otherwise. The Service Order shall include the “Marketing Packages: Book Now” registration order booking form.

1. Subscription

1.1 Services

By registering for a Service Order, the Subscriber is contracting for the Services and Marketing Materials set out therein, in accordance with the terms of the Service Order. GG Partners shall have no obligation to provide Services or Marketing Materials to Subscriber beyond what is specified in the Service Order.
Additional Services and Marketing Materials may be added during the term of a Service Order for additional pricing as agreed upon by GG Partners and the Subscriber.

1.2 Rules

The Subscriber agrees to abide by these Binding Terms, as well as the specific ‘Marketing N Beyond’ terms, conditions and rules, as may be provided and revised by GG Partners from time to time.

2. Fees & Payment

2.1 Marketing Subscription Fees

The fees payable by the Subscriber to GG Partners for the Services shall be the aggregate of the following (collectively, the “Fees”):

  1. The selected package fee set out on the Service Order, plus any applicable taxes; and
  2. The administrative fee set out on the Service Order (if any), plus any applicable taxes.

2.2 Payment

  1. Fees: The Fees shall be payable as set out on the Service Order, and the Subscriber shall be fully liable for all Fees set out on the Service Order for the full term of the Service Order at the time of initial registration, subject only to the cancellation terms set out in Section 3(b) below.
  2. Structure: Fees shall be paid and satisfied as follows:
    1. (i) Payment of the deposit in the amount stated on the Service Order shall be due and owing to GG Partners immediately upon registration by the Subscriber;
    2. (ii) For all Yearly Recurring Services – Subscriber will be charged the full Yearly Recurring Fee upon signup/registration, with subsequent years’ charges on the same date.
    3. (iii) For all Services with One-time Payments – Subscriber will be charged the full amount upon signup/registration.
  3. Method: Payment will be made by automatic credit card transactions, cash, direct bank transfer or certified cheque payable to Generis Global Partners Corp. upon execution of this agreement. All amounts are payable in U.S. Dollars.
  4. Invoices: Invoices will be issued and automatic transactions processed as described above. Invoices will include monthly subscription fees and any additional fees for elective or other additional Services that have been purchased by the Subscriber.
  5. No Set-Off: All amounts payable by Subscriber under a Service Order will be paid to GG Partners without setoff or counterclaim, and without any deduction or withholding. GG Partners’ acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of GG Partners’ right to unpaid amounts.
  6. Non-Payment: If Subscriber fails to timely make any payment of any Fees, GG Partners may, in its sole discretion, take any or all of the following actions: (i) restrict or suspend Services and Marketing Materials until all past-due payments are made, (ii) terminate the Service Order, or (iii) accelerate the payment of Fees such that all unpaid Fees to the end of the term of the Service Order shall be immediately payable. GG Partners shall have the right to charge interest at the rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payments. Restriction or suspension of Services or Marketing Materials during period of non-payment shall have no effect on the term of this Service Order nor on Subscriber’s obligation to pay the Subscription Fee.
  7. Taxes: Subscriber is responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to a Service Order and assessable by any local, state, provincial, federal, or foreign jurisdiction. Subscriber shall indemnify, defend, and hold harmless GG Partners and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against any and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by Subscriber, except to the extent that any such claims, action, or proceeding is directly caused by a failure of GG Partners to remit amounts collected for such purpose from Subscriber.

3. Cancellation of Marketing Services

  1. Service Order Term. Each Service Order will be valid for the term specified on such Service Order unless the Service Order is terminated earlier in accordance with these Binding Terms.
  2. Early Cancellation without Cause: In the event that the Subscriber wished to cancel a Service Order within 14 days of initial registration, then the Subscriber shall remain liable for only 55% of the Fees set out within the Service Order, including monthly fees for the full initial term of the Service Order. If the Subscriber cancels a Service Order without cause on a date that is more than 14 days from the date of initial registration, then the Subscriber shall remain fully liable for all fees payable under the Service Order, including monthly fees, for the full initial term of the Service Order.
  3. Termination by GG Partners. GG Partners shall have the right to terminate a Service Order or this Agreement if GG Partners reasonably determines that the Subscriber is acting or has acted in a way that could present substantial reputational harm to GG Partners or its current or prospective partners or customers.
  4. Post-Termination Obligations. Subject to Section 3(b), if a Service Order is terminated for any reason, (I) the Subscriber shall immediately pay to GG Partners all fees payable under the Service Order, including monthly fees, for the full initial term of the Service Order, (b) any and all liabilities accrued prior to the effective date of the termination will survive, and (c) the Subscriber will discontinue the use of all Services and all Marketing Materials will be deleted or removed from their various locations and platforms.
  5. Account Information: Upon termination of any Service Order, GG Partners shall have the right to remove the Subscriber’s account information and account settings after thirty (30) days.
  6. Survival of Terms: All provisions of these Binding Terms that, by their nature, are intended to survive termination (including those related to third party claims and limitations on liability) will remain in effect.

4. Title, License and Materials

The Subscriber hereby grants unto the GG Partners during the term of a Service Order a limited, non-exclusive, worldwide, non-assignable, non-transferable license and the right to use the Subscriber Content for the sole purpose of performing the Services in accordance with the Service Order and these Binding Terms. GG Partners acknowledges and agrees that the Subscriber retains all title to and shall be and remain the exclusive owner of the Subscriber Content. Any and all intellectual property in, to, appearing on or otherwise associated with the Marketing Materials other than the Subscriber Content shall be and remain the sole and exclusive property of GG Partners.

5. Marketing Materials and Marketing Services

  1. Services: GG Partners shall supply the Services to the Subscriber in accordance with the specifications listed in the Marketing Package or a La Carte Menu, and as set out in the applicable Service Order.
  2. Providing Content: After registration of a Service Order, and following receipt by GG Partners of all Fees due and owing, and all Subscriber Content required for the applicable Marketing Materials, GG Partners will submit to the Subscriber for approval: copy, layouts, artwork, creative concepts and/or scripts for final approval. GG Partners shall have the right of final approval on Marketing Materials that are published, displayed or communicated. The Subscriber shall make accessible to GG Partners completely and on time all information and documents required for rendering the Services. The Subscriber shall notify GG Partners of all circumstances that are relevant to the completion and communication of the Marketing Materials, even if they become known only after the publication or communication of the Marketing Materials.
  3. Dates/Timing: GG Partners shall use all reasonable endeavors to meet any performance dates agreed upon with the Subscriber. Unless expressly agreed to be binding, delivery or service periods stated shall only be approximate and non-binding. Binding agreements on deadlines shall be recorded in writing or confirmed by GG Partners in writing.
  4. Force Majeure: If the delivery/service is delayed for reasons for which GG Partners is not responsible and are not in the control of GG Partners, such as, events of force majeure or other unforeseeable events that cannot be prevented by reasonable means, the service obligations shall be suspended for the duration and to the extent of the impediment and the deadlines shall be extended accordingly. GG Partners will not be liable for any interruption in the display or communication of the Marketing Materials due to technical issues that are out of the control of GG Partners.
  5. Limitations on Publishing: GG Partners will not use or publish any Marketing Materials that may be offensive, inappropriate, illegal and/or which may result in an infringement of any trademark, copyright and/or any other intellectual property right. GG Partners reserves the right, in its sole and absolute discretion, to remove, unpublish, delete, or retract any Marketing Materials. GG Partners does not take responsibility for ensuring that Marketing Materials meet the guidelines/rules of the platforms on which they are published (e.g. LinkedIn, Twitter, etc.), and in the event that Marketing Materials are removed by a publishing platform, the Subscriber shall bear any additional costs incurred by GG Partners in revising the Marketing Materials to make them compliant with any such rules or guidelines.
  6. No Warranty: GG Partners does not warrant or guarantee the success of any marketing exercise or program.
  7. Accuracy of Subscriber Content: The Subscriber is responsible for checking and ensuring the accuracy and the veracity of the statements provided to GG Partners in order to generate content, promotions, and deliverables. GG Partners is not responsible for checking the accuracy of any information or data provided to it by the Subscriber.
  8. Revisions/Amendments: Deliverables/Marketing Materials provided to the Subscriber by GG Partners shall be limited to three revision rounds. Additional revisions to the deliverables beyond the three rounds will be subject to additional fees (provided that GG Partners has completed all revision actions previously outlined by the Subscriber). The Subscriber shall bear any additional costs incurred by GG Partners due to the fact that Marketing Materials must be revised or redone because of incorrect, incomplete or subsequently modified specifications provided by the Subscriber, or failure of the Subscriber to provide complete information.
  9. IP Clearance: The Subscriber is fully responsible to clear all Subscriber Content to be used in the Marketing Materials (photos, logos, copy, etc.) for potential copyrights, trademark rights, marks or other rights of third parties (rights clearance) and guarantees that the Subscriber Content is free from rights of third parties and may, therefore, be used for the desired purpose. GG Partners shall not be liable for any infringement of such rights of third parties by Subscriber Content or any other materials or documents made available by the Subscriber.
  10. Subscriber Responsibilities: The Subscriber agrees to the following:
    1. (iv) to appoint, in writing, a sole representative with full authority to provide any necessary information and approvals that may be required (the “Subscriber Representative”);
    2. (v) to ensure that the Subscriber’s personnel assigned to the project are available as may be reasonably required by GG Partners to more fully and efficiently complete the Services;
    3. (vi) to attend and participate in scheduled calls and meetings;
    4. (vii) to complete mutually agreed upon client responsibilities; and
    5. (viii) to comprehensively review deliverables and Marketing Materials and provide complete feedback to the personnel assigned to in-process and completed work; please note that each Subscriber is provided with a limit of three revision rounds per deliverable/content piece.
  11. Quality/Delivery: Any issue or concern regarding the quality or condition of the Marketing Martials must be notified to GG Partners within 48 hours of the publication or communication of the Marketing Materials (unless otherwise agreed upon). If no such notice is received by GG Partners within the time period specified then the Subscriber shall be deemed to have accepted the Marketing Materials. If the Subscriber does notify GG Partners within the 48-hour timeframe then, provided GG Partners is given a reasonable opportunity to examine the impugned Marketing Materials, GG Partners shall, at its option, correct, repair or replace the affected Marketing Materials. GG Partners shall not be obliged to correct, repair or replace the affected Marketing Materials where the defect arises because the Subscriber has failed to follow GG Partners’ oral or written instructions or failed to provide clear, actionable feedback to amend deliverable issues in a timely manner.

6. Indemnification

The Subscriber agrees to indemnify GG Partners, and its directors, officers, managers, employees, representatives, agents, against all losses, claims, suits, demands, costs (including costs of reasonable legal representation) arising from injury, damage or loss to persons or property arising in any way from or related to:

  1. third party allegations of intellectual property infringement in respect of the Subscriber Content;
  2. the publication of the Subscriber Content within the Marketing Materials;
  3. any inaccuracy or misrepresentation included within the Subscriber Content or Marketing Materials;
  4. any breach of these Binding Terms or the terms of a Service Order by the Subscriber; and
  5. any other act or omission reasonably attributed to the Subscriber and/or its representatives, except when such injury, loss or damage is occasioned by the negligence or willful misconduct of GG Partners, its employees, or agents.

The Subscriber undertakes to support GG Partners in defending claims of third parties, if any. For this purpose, the Subscriber shall provide GG Partners with all documents and information requested by GG Partners in relation to any such claims.

7. Limitation of Liability

Notwithstanding anything contained herein, GG Partners shall not be liable to the Subscriber for special or consequential damages or damages for loss including, without limitation, loss of business, profits, anticipated savings, goodwill or data arising directly or indirectly from any breach of this contract, fundamental or otherwise or from any tortious acts or omissions of its employees or agents.
In no event shall the liability of GG Partners exceed the value of the Fees paid by Subscriber to GG Partners under this Agreement.

8. Company Logo/Disclosure

GG Partners agrees to abide by the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”), and to only collect, use or disclose the Subscriber’s personal information by fair and lawful means. In this regard, GG Partners agrees to protect your personal information through appropriate security measures. The Subscriber’s personal information shall be held in GG Partners’ database and the Subscriber shall have the right to review the Subscriber’s personal information collected, and to ask that same be corrected, if inaccurate. The Subscriber agrees and consents that GG Partners is entitled to obtain the Subscriber’s company logo from the Subscriber’s company internet website (or such other internet site) for branding purposes, unless otherwise notified in writing by the Subscriber. The Subscriber agrees that personal information and details provided by the Subscriber may be shared and made available by GG Partners to other entities and third parties for the purpose of event planning, marketing and operations, unless GG Partners is otherwise notified in writing by the Subscriber not to disclose same. GG Partners agrees to act reasonably by only disclosing such information reasonably required for such purposes. In the event the Subscriber does not wish for GG Partners to disclose information, the Subscriber may contact GG Partners at info@generisgp.com.

9. General

  1. Severability: In the event that any provision herein or part thereof shall be deemed void or invalid by a court of competent jurisdiction the remaining provisions or parts thereof shall be and remain in full force and effect.
  2. Waiver: No covenant or condition of the Agreement can be waived except by the written consent of GG Partners and the forbearance or indulgence by GG Partners in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the Subscriber to which the same may apply.
  3. Notices: Any notice required or permitted to be given under this Agreement must be in writing OR as otherwise provided below. Such notice shall be deemed to have been given on the day of delivery if delivered or on the second business day following the mailing, if mailed. Address of Subscriber: As provided in the “Marketing: Book Now” registration order booking form. Address of GG Partners: 555 Richmond Street West, Suite 1100, P.O. Box 119, Toronto, Ontario, Canada, M5V 3B1.
  4. Successors and Assigns: All of the terms and provisions in this Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns. The Subscriber shall not assign any rights hereunder, without leave; however, such leave shall not be unreasonably withheld by GG Partners.
  5. Time of Essence: Time shall be of the essence of this Agreement.
  6. Governing Law: This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein (without giving effect to any conflicts of law principles that require the application of the law of a different state) and shall be treated in all respects as an Ontario contract. The Subscriber agrees that all disputes shall be submitted to the exclusive jurisdiction of the courts of Ontario in the City of Toronto, Canada.
  7. Acceptance: These Binding Terms shall be deemed to be accepted by the Subscriber through submission of a completed online “Marketing: Book Now” registration order booking form and notation therein that the Subscriber confirms its agreement to the full terms and conditions contained herein.
  8. Corporate Authority: The Subscriber represents that it has good right, full corporate power and absolute authority to enter into and to agree to the Service Order and these Binding Terms, and has taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, the Service Order and these Binding Terms.
  9. Captions: The captions of the Sections hereof shall be for convenience of reference only and shall in no way define, limit or describe the scope or intent thereof.
  10. Entire Agreement: These Binding Terms and the Service Order, including the “Marketing: Book Now” registration order booking form, constitute the entire agreement between the parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. None of the parties hereto shall be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement or in the schedules. The parties hereto further acknowledge and agree that, in entering into this Agreement, they have not in any way relied, and will not in any way rely upon any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings, express or implied, not specifically set forth in this Agreement or in such schedules. No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.