Last updated: July 31, 2025
This agreement describes how we will work together and defines your responsibilities as a Third-party or Beauty School Partner. Please carefully read the document. While we have tried to make this agreement easy to understand, there may be sections that contain legal jargon, as this is a legal document.
These terms may be updated from time to time, or we may replace these terms in their entirety if, for example, the Partnership Program changes or ends. If we update or replace the terms, we will let you know via electronic means, such as email. If you don’t agree to the update or replacement, you can choose to terminate this agreement as you feel necessary.
To participate in the program, you must agree to the terms set forth below.
This Partnership Agreement (the “Partnership Program”) is made and entered into between Savvy Certification Ltd. ("Company"), and you, the undersigned Beauty School or business ("Partner"), collectively referred to as the "Parties".
1. Definitions
1.1 "Agreement" means this Partnership Program Agreement and all materials referred or linked to in this agreement.
1.2 “Customer” means the authorized user of the Savvy Certification Product(s) who has purchased or signed up for the Savvy Certification product(s) after being an Partnership Lead.
1.3 “Customer Transactions” means the transactions by Partnership Leads. Customer Transactions include customer purchases.
1.4 "Customer Data" means all information that a Customer submits or collects via the Savvy Certification Website and/or Products, and all materials that Customer provides or posts, uploads, inputs or submits for public display through a Savvy Certification Product.
1.5 “Partnership Program” means Savvy Certification’s Partnership Program, as described in this Agreement.
1.6 “Partnership Lead” means a customer or student prospect who purchases the Course from your website, platform or by other means and becomes a registered on Company platform.
1.7 “Partnership Policies” means the policies applicable to Partnerships.
1.8 "Savvy Certification Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our offerings.
1.9 “Savvy Certification Products” means paid Products, such as courses or subscriptions.
1.10 “Seat” means the provision of a user-level license or authorization granting an individual access to the resources and materials within the Course.
1.11 “Course” or “Hybrid Program” means an adaptive version of the online and publicly available endorsed course, “Sugaring Hair Removal: Theory & Technique”.
1.12 “Program Policies Page” means the landing page: https://www.savvycertification.com/pages/partner-policy, where we will provide all the up-to-date guidelines and policies for the Partnership Program.
1.13 “We,” “us,” “our,” and “Savvy Certification” mean Savvy Certification Ltd.
1.14 “You” and “Partnership” mean the party, other than Savvy Certification, entering into this Agreement and participating in the Partnership Program.
1.15 “Training Premises” means any physical location where the Partner delivers practical training, whether owned, rented, or shared.
2. Partnership Acceptance
2.1 Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partnership Program or not. Before we accept an application, we may want to review your application with you, so we may reach out for more information. You are only considered an Partnership, upon our written acceptance of your application.
2.2 Should you be accepted to participate in the Partnership Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
2.3 You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
3. Non-Exclusivity
3.0 This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend products and services of third parties and to work with other third parties.
4. Transactions
4.1 Course Payment. We will determine the currency in which we charge for the Course, applicable conversion rates may apply.
4.2 Course Amounts. We reserve the right to alter or change the Course amount or pricing at any time, at our sole discretion.
4.3 Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Partnership Program.
5. Proprietary Rights
5.1 Savvy Certification’s Proprietary Rights. This Agreement does not grant you a license to any software. The intellectual property laws protect the Savvy Certification Products, which are owned by us or our licensors. We retain all ownership rights to the Savvy Certification Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Savvy Certification Content or Products, in whole or in part, unless expressly authorized in writing by us. The Savvy Certification logos and other identifying marks used by us from time to time are our trademarks and cannot be used without our prior written permission, except as otherwise provided in this Agreement.
5.2 Restriction on Offering Alternative Sugaring Education. The Partner agrees not to offer, promote, or engage in any alternative sugaring education programs or courses without the express written approval from Savvy Certification. This restriction applies to any educational content, workshops, or certifications that may conflict with or compete against the Course.
5.3 Use of Training Premises. If you conduct training at a physical location (including but not limited to a spa, clinic, or rented space), you are solely responsible for ensuring that the space is appropriately licensed, insured, and suitable for instructional use.
If you do not own the premises, you must obtain prior written consent from the property owner or manager to use the location for educational purposes. Regardless of ownership, you must ensure that your use of the premises does not conflict with any existing lease agreements, insurance policies, or local business regulations. We assume no responsibility or liability for the use of third-party premises for training delivery.
6. Confidentiality
6.1 The term "Confidential Information," as used in this Agreement, refers to all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, and whether designated as confidential or not. This also includes Savvy Certification customer and prospect information. Confidential Information does not include any information that (i) is already known to the Receiving Party before its disclosure by the Disclosing Party without breaching any obligation owed to the Disclosing Party, or (ii) becomes generally known to the public without any breach of obligation owed to the Disclosing Party. The Receiving Party agrees to take reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information, not to use it for any purpose other than for the scope of this Agreement, and not to disclose it to any third party. The Receiving Party shall restrict access to the Confidential Information only to its employees, contractors, and agents. However, the Receiving Party may disclose the Disclosing Party's Confidential Information if required to do so under any federal, provincial, or local law, statute, rule, or regulation, subpoena or legal process.
7. Term and Termination
7.1 Term. This Agreement will apply as long as you participate in the Partnership Program, or until it is terminated.
7.2 Termination Without Cause. Either you or we can terminate this Agreement on fifteen (15) days written notice to the other party.
7.3 Termination for Agreement Changes. If we update or replace the terms of this Agreement, provided that you send us written notice within ten (10) days after being notified of a change. Termination will be effective upon our receipt of your notice.
7.4 Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach, if such breach remains unresolved at the expiration of the period, or (ii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
7.5 Effects of Expiration and Termination. Expiration of this Agreement, and Termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section. In the event of termination without cause by you or for cause by us, our obligation to reimburse you for any Partnership Leads will terminate upon the date of such termination. Unless otherwise stated, you are not entitled to receive a reimbursement after the expiration or termination of this Agreement. Upon termination or expiration, you agree to immediately discontinue all use of the trademark and references to this Partnership Program from your website(s) and other collateral.
7.5.1 Post-Termination Use of Content. Upon termination of this Agreement by either party, the Partner agrees not to leverage, refer to, or use any educational components, resources, imagery, or any other copyrighted content from Savvy Certification. All such content and resources must be immediately discontinued from use and removed from any public-facing materials.
7.5.2 Post-Termination Conduct and Brand Representation Upon termination of this Agreement for any reason, the Partner must discontinue all use of the Savvy Certification Educator badge, teaching status, or any representation of affiliation with Savvy Certification. The Partner may not use any instructional materials, templates, lesson plans, assessment tools, or business resources provided under this program in connection with any other educational offering or company. Continued use of Savvy Certification’s name, content, or educator status following termination is not permitted and may be addressed in accordance with our intellectual property rights.
8. Partnership Representations and Warranties
8.1 You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partnership Program and to provision Savvy Certification with Partnership Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Partnership Program will not conflict with any of your existing agreements or arrangements.
8.2 You further represent and warrant that: (i) You will comply with any applicable trade or regulatory requirements related to your participation in the Partnership Program, such as clearly identifying yourself as a Partner on any website(s) where you offer the Partnership’s education. (ii) You will provide accurate information about all websites and domains that you own, where you plan to use the Partnership program to generate Partnership Leads. (iii) You will not purchase ads that compete with Savvy Certifications' own advertising, including its branded keywords, and will not use cookie stuffing, pop-ups, false or misleading links, or attempt to disguise the referring URL information. (iv) You will not use your Partnership purchase link to purchase Savvy Certification products for yourself.
9. Indemnification
9.1 You agree to indemnify, defend, and hold us (including our officers, directors, employees, agents, service providers, licensors, and partners) harmless against any Action brought by a third party not affiliated with us and at your expense. This applies to the extent that such Action is based on or arises out of: (a) Your participation in the Partnership Program, (b) Our use of the prospect data you provided us, (c) Your noncompliance with or breach of this Agreement. If we become aware of any such claim, we will notify you in writing within thirty (30) days. You will have sole control of the defense or settlement of the claim, and we will provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that: (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. Disclaimers; Limitations of Liability
10.1 Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SAVVY CERTIFICATION PRODUCTS, SAVVY CERTIFICATION CONTENT, THE PARTNERSHIP PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, SAVVY CERTIFICATION PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SAVVY CERTIFICATION PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING INJURY, LOST PROFITS OR BUSINESS OPPORTUNITIES.
10.3 Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ZERO LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU HAVE ACTUALLY ACCRUED ON SEAT PURCHASES IN THE THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
11. General
11.1 Amendments; No Waiver. We reserve the right to modify or replace any part of this Agreement, and such changes will be communicated to you by email. The updated Agreement will become effective on the next business day after we have notified you. When we change this Agreement, the "Last Updated" date above will be updated to reflect the date of the most recent version at https://www.savvycertification.com/pages/partner-program-agreement. We suggest you review this Agreement periodically. If you don’t agree to an update, change, or replacement, you can choose to terminate. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.2 Applicable Law. This Agreement shall be governed by the laws of Canada, without regard to the conflict of laws provisions thereof. In the event either of either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the provincial and federal courts in Ontario, Canada.
11.3 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effects of a force majeure event.
11.4 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
11.5 Compliance with Applicable Laws. You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or the public.
11.6 Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
11.7 Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To us: Savvy Certification Ltd, PO Box 32, Maxville, K0C 1T0, ON, Canada. Attention: General Counsel. To you: your address as provided in our Partnership account information. We may give electronic notices specific to you by email to your email address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
11.8 Entire Agreement. This Agreement constitutes the entire agreement between us regarding the Partnership Program and supersedes all prior agreements, whether electronic, oral, or written. Any additional or different terms proposed by you, including those in your purchase order, acceptance, or website, are objected to and rejected by us. Our obligations under this Agreement are not dependent on the delivery of any future functionality or features of the Savvy Certification Products or any oral or written public comments made by us about future functionality or features. Both parties expressly wish for this Agreement and all related documents to be in English. We may provide versions of this Agreement in languages other than English, but the English version will govern our relationship, and any translated version is provided for convenience only and will not modify the English version of this Agreement. Assignment of this Agreement, including any transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, is not allowed without our prior written consent. We, however, may assign this Agreement to any Partnership or, in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
11.9 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11.10 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Partnership Program is subject to the Program Policies, which are incorporated herein by reference.
11.11 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement.
11.12 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination and Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’ and ‘General’.
11.13 Data Processing and Protection. In connection with the Partnership Program, each party may provide or make available to the other party Personal Data. The terms set forth in the Privacy Policy (posted on: https://www.savvycertification.com/pages/privacy) are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the Savvy Certification Privacy Policy (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. It is important to note that Savvy Certification shall be an independent controller of any Personal Data that it receives or shares with Partnership, without prejudice to the foregoing.
These terms may be updated from time to time, or we may replace these terms in their entirety if, for example, the Partnership Program changes or ends. If we update or replace the terms, we will let you know via electronic means, such as email. If you don’t agree to the update or replacement, you can choose to terminate this agreement as you feel necessary.
To participate in the program, you must agree to the terms set forth below.
This Partnership Agreement (the “Partnership Program”) is made and entered into between Savvy Certification Ltd. ("Company"), and you, the undersigned Beauty School or business ("Partner"), collectively referred to as the "Parties".
1. Definitions
1.1 "Agreement" means this Partnership Program Agreement and all materials referred or linked to in this agreement.
1.2 “Customer” means the authorized user of the Savvy Certification Product(s) who has purchased or signed up for the Savvy Certification product(s) after being an Partnership Lead.
1.3 “Customer Transactions” means the transactions by Partnership Leads. Customer Transactions include customer purchases.
1.4 "Customer Data" means all information that a Customer submits or collects via the Savvy Certification Website and/or Products, and all materials that Customer provides or posts, uploads, inputs or submits for public display through a Savvy Certification Product.
1.5 “Partnership Program” means Savvy Certification’s Partnership Program, as described in this Agreement.
1.6 “Partnership Lead” means a customer or student prospect who purchases the Course from your website, platform or by other means and becomes a registered on Company platform.
1.7 “Partnership Policies” means the policies applicable to Partnerships.
1.8 "Savvy Certification Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our offerings.
1.9 “Savvy Certification Products” means paid Products, such as courses or subscriptions.
1.10 “Seat” means the provision of a user-level license or authorization granting an individual access to the resources and materials within the Course.
1.11 “Course” or “Hybrid Program” means an adaptive version of the online and publicly available endorsed course, “Sugaring Hair Removal: Theory & Technique”.
1.12 “Program Policies Page” means the landing page: https://www.savvycertification.com/pages/partner-policy, where we will provide all the up-to-date guidelines and policies for the Partnership Program.
1.13 “We,” “us,” “our,” and “Savvy Certification” mean Savvy Certification Ltd.
1.14 “You” and “Partnership” mean the party, other than Savvy Certification, entering into this Agreement and participating in the Partnership Program.
1.15 “Training Premises” means any physical location where the Partner delivers practical training, whether owned, rented, or shared.
2. Partnership Acceptance
2.1 Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partnership Program or not. Before we accept an application, we may want to review your application with you, so we may reach out for more information. You are only considered an Partnership, upon our written acceptance of your application.
2.2 Should you be accepted to participate in the Partnership Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
2.3 You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
3. Non-Exclusivity
3.0 This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend products and services of third parties and to work with other third parties.
4. Transactions
4.1 Course Payment. We will determine the currency in which we charge for the Course, applicable conversion rates may apply.
4.2 Course Amounts. We reserve the right to alter or change the Course amount or pricing at any time, at our sole discretion.
4.3 Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Partnership Program.
5. Proprietary Rights
5.1 Savvy Certification’s Proprietary Rights. This Agreement does not grant you a license to any software. The intellectual property laws protect the Savvy Certification Products, which are owned by us or our licensors. We retain all ownership rights to the Savvy Certification Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Savvy Certification Content or Products, in whole or in part, unless expressly authorized in writing by us. The Savvy Certification logos and other identifying marks used by us from time to time are our trademarks and cannot be used without our prior written permission, except as otherwise provided in this Agreement.
5.2 Restriction on Offering Alternative Sugaring Education. The Partner agrees not to offer, promote, or engage in any alternative sugaring education programs or courses without the express written approval from Savvy Certification. This restriction applies to any educational content, workshops, or certifications that may conflict with or compete against the Course.
5.3 Use of Training Premises. If you conduct training at a physical location (including but not limited to a spa, clinic, or rented space), you are solely responsible for ensuring that the space is appropriately licensed, insured, and suitable for instructional use.
If you do not own the premises, you must obtain prior written consent from the property owner or manager to use the location for educational purposes. Regardless of ownership, you must ensure that your use of the premises does not conflict with any existing lease agreements, insurance policies, or local business regulations. We assume no responsibility or liability for the use of third-party premises for training delivery.
6. Confidentiality
6.1 The term "Confidential Information," as used in this Agreement, refers to all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), whether orally or in writing, and whether designated as confidential or not. This also includes Savvy Certification customer and prospect information. Confidential Information does not include any information that (i) is already known to the Receiving Party before its disclosure by the Disclosing Party without breaching any obligation owed to the Disclosing Party, or (ii) becomes generally known to the public without any breach of obligation owed to the Disclosing Party. The Receiving Party agrees to take reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information, not to use it for any purpose other than for the scope of this Agreement, and not to disclose it to any third party. The Receiving Party shall restrict access to the Confidential Information only to its employees, contractors, and agents. However, the Receiving Party may disclose the Disclosing Party's Confidential Information if required to do so under any federal, provincial, or local law, statute, rule, or regulation, subpoena or legal process.
7. Term and Termination
7.1 Term. This Agreement will apply as long as you participate in the Partnership Program, or until it is terminated.
7.2 Termination Without Cause. Either you or we can terminate this Agreement on fifteen (15) days written notice to the other party.
7.3 Termination for Agreement Changes. If we update or replace the terms of this Agreement, provided that you send us written notice within ten (10) days after being notified of a change. Termination will be effective upon our receipt of your notice.
7.4 Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach, if such breach remains unresolved at the expiration of the period, or (ii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
7.5 Effects of Expiration and Termination. Expiration of this Agreement, and Termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section. In the event of termination without cause by you or for cause by us, our obligation to reimburse you for any Partnership Leads will terminate upon the date of such termination. Unless otherwise stated, you are not entitled to receive a reimbursement after the expiration or termination of this Agreement. Upon termination or expiration, you agree to immediately discontinue all use of the trademark and references to this Partnership Program from your website(s) and other collateral.
7.5.1 Post-Termination Use of Content. Upon termination of this Agreement by either party, the Partner agrees not to leverage, refer to, or use any educational components, resources, imagery, or any other copyrighted content from Savvy Certification. All such content and resources must be immediately discontinued from use and removed from any public-facing materials.
7.5.2 Post-Termination Conduct and Brand Representation Upon termination of this Agreement for any reason, the Partner must discontinue all use of the Savvy Certification Educator badge, teaching status, or any representation of affiliation with Savvy Certification. The Partner may not use any instructional materials, templates, lesson plans, assessment tools, or business resources provided under this program in connection with any other educational offering or company. Continued use of Savvy Certification’s name, content, or educator status following termination is not permitted and may be addressed in accordance with our intellectual property rights.
8. Partnership Representations and Warranties
8.1 You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partnership Program and to provision Savvy Certification with Partnership Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Partnership Program will not conflict with any of your existing agreements or arrangements.
8.2 You further represent and warrant that: (i) You will comply with any applicable trade or regulatory requirements related to your participation in the Partnership Program, such as clearly identifying yourself as a Partner on any website(s) where you offer the Partnership’s education. (ii) You will provide accurate information about all websites and domains that you own, where you plan to use the Partnership program to generate Partnership Leads. (iii) You will not purchase ads that compete with Savvy Certifications' own advertising, including its branded keywords, and will not use cookie stuffing, pop-ups, false or misleading links, or attempt to disguise the referring URL information. (iv) You will not use your Partnership purchase link to purchase Savvy Certification products for yourself.
9. Indemnification
9.1 You agree to indemnify, defend, and hold us (including our officers, directors, employees, agents, service providers, licensors, and partners) harmless against any Action brought by a third party not affiliated with us and at your expense. This applies to the extent that such Action is based on or arises out of: (a) Your participation in the Partnership Program, (b) Our use of the prospect data you provided us, (c) Your noncompliance with or breach of this Agreement. If we become aware of any such claim, we will notify you in writing within thirty (30) days. You will have sole control of the defense or settlement of the claim, and we will provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that: (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. Disclaimers; Limitations of Liability
10.1 Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SAVVY CERTIFICATION PRODUCTS, SAVVY CERTIFICATION CONTENT, THE PARTNERSHIP PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, SAVVY CERTIFICATION PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SAVVY CERTIFICATION PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.2 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING INJURY, LOST PROFITS OR BUSINESS OPPORTUNITIES.
10.3 Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ZERO LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU HAVE ACTUALLY ACCRUED ON SEAT PURCHASES IN THE THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
11. General
11.1 Amendments; No Waiver. We reserve the right to modify or replace any part of this Agreement, and such changes will be communicated to you by email. The updated Agreement will become effective on the next business day after we have notified you. When we change this Agreement, the "Last Updated" date above will be updated to reflect the date of the most recent version at https://www.savvycertification.com/pages/partner-program-agreement. We suggest you review this Agreement periodically. If you don’t agree to an update, change, or replacement, you can choose to terminate. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
11.2 Applicable Law. This Agreement shall be governed by the laws of Canada, without regard to the conflict of laws provisions thereof. In the event either of either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the provincial and federal courts in Ontario, Canada.
11.3 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effects of a force majeure event.
11.4 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
11.5 Compliance with Applicable Laws. You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or the public.
11.6 Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
11.7 Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To us: Savvy Certification Ltd, PO Box 32, Maxville, K0C 1T0, ON, Canada. Attention: General Counsel. To you: your address as provided in our Partnership account information. We may give electronic notices specific to you by email to your email address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
11.8 Entire Agreement. This Agreement constitutes the entire agreement between us regarding the Partnership Program and supersedes all prior agreements, whether electronic, oral, or written. Any additional or different terms proposed by you, including those in your purchase order, acceptance, or website, are objected to and rejected by us. Our obligations under this Agreement are not dependent on the delivery of any future functionality or features of the Savvy Certification Products or any oral or written public comments made by us about future functionality or features. Both parties expressly wish for this Agreement and all related documents to be in English. We may provide versions of this Agreement in languages other than English, but the English version will govern our relationship, and any translated version is provided for convenience only and will not modify the English version of this Agreement. Assignment of this Agreement, including any transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, is not allowed without our prior written consent. We, however, may assign this Agreement to any Partnership or, in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
11.9 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11.10 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Partnership Program is subject to the Program Policies, which are incorporated herein by reference.
11.11 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement.
11.12 Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination and Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’ and ‘General’.
11.13 Data Processing and Protection. In connection with the Partnership Program, each party may provide or make available to the other party Personal Data. The terms set forth in the Privacy Policy (posted on: https://www.savvycertification.com/pages/privacy) are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the Savvy Certification Privacy Policy (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. It is important to note that Savvy Certification shall be an independent controller of any Personal Data that it receives or shares with Partnership, without prejudice to the foregoing.