1. PAYMENT AND CREDIT. Unless any invoice is provided by Eva Klein, a sole proprietor in Toronto, Ontario and owner of My Sleeping Baby (“My Sleeping Baby”) states otherwise, payments for all goods, services, videos, works, writings, seminars, workshops (collectively, “Products”) are due at the time of sale.
2. DISCLOSURE AND ACKNOWLEDGMENT. My Sleeping Baby informs Customer that it is not a licensed medical provider and is neither governed by Ontario’s Regulated Health Professional’s Act, 1991 or the Medicine Act, 1991. Customer acknowledges and agrees that My Sleeping Baby is precluded from providing any medical advice or evaluation. Customer acknowledges that My Sleeping Baby had advised him/her that in the event his/her child appears to be and/or is suffering from any medical condition, Customer should and will seek the assistance of a licensed medical professional. Customer further acknowledges and represents that he/she will consult with a pediatrician prior to heeding any advice or consultation provided by My Sleeping Baby.
3. CANCELLATIONS. Customer represents, acknowledges and agrees that all transactions are final. Customer shall not be entitled to the return of any funds delivered to My Sleeping Baby for the purchase of any Products hereunder. Customer will be reminded by My Sleeping Baby of any scheduled meetings 1-2 business days before the meeting. If Customer misses the meeting and does not reschedule the meeting within 24 hours of the schedule time, Customer forfeits this allotted time.
4. LOSS, DAMANGE, OR DELAY. My Sleeping Baby shall not be liable for loss, damage or delay resulting from causes beyond its reasonable control.
5. WARRANTIES. My Sleeping Baby herewith disclaims any and all express and implied warranties with respect to any and all Products provided by My Sleeping Baby to Customer. My Sleeping Baby disclaims all warranties, whether statutory, express or implied, including any warranties of merchantability and fitness for a particular purpose, none of which shall apply to the sale of any Products to Customer hereunder.
6. LIMITATION OF LIABILITY. MY SLEEPING BABY SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE OR DAMANGE CAUSED BY, CONTRIBUTED TO, OR ARISING OUT OF THE ACTS OR OMISSION OF MY SLEEPING BABY, CUSTOMER OR THIRD PARTIES, WHETHER NEGLIGENT OR OTHERWISE. IN NO EVENT SHALL MY SLEEPING BABY’S LIABILITY FOR ANY CAUSE OF THE ACTION WHATSOEVER EXCEED THE COST OF THE PRODUCTS GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY OR TORT OR OTHERWISE. IN NO EVENT SHALL MY SLEEPING BABY BE LIABLE FOR ANY SPECIAL, INCIDENTIAL CONSEQUENTIAL OR OTHER SUCH INDIRECT DAMANGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES) WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT OR OTHERWISE.
7. RETENTION OF RIGHTS. Customer represents, acknowledges and agrees that My Sleeping Baby shall retain any and all intellectual property rights inclusive of copyright and trademark rights related to any and all Products provided by My Sleeping Baby to Customer. Customer shall not have any right to copy, distribute, display, transmit, and/or publish any Products provided by My Sleeping Baby to Customer. Customer further represents and agrees that the delivery of any of the Products shall not constitute the granting of any license related to the Products provided by My Sleeping Baby to Customer. If the Customer is distributing any Products, the Customer shall be removed from any My Sleeping Baby program with no right to a refund.
8. HOLD HARMLESS. Customer shall defend, indemnify and hold harmless My Sleeping Baby to the fullest extent permitted by law, if My Sleeping Baby was or is or becomes a party to or witness or other participant in, or are threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that My Sleeping Baby in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) by reason of (or arising in part out of) any event or occurrence related to or arising out of this Agreement, from the utilization or implementation of any recommendations, instructions or counsel provided by My Sleeping Baby to Customer, and/or arising from any negligence of Customer and his/her agents (hereinafter each an “Indemnifiable Event”) from and against any and all expenses (including legal fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating (including on appeal), and the enforcement of this indemnity obligation or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing inquiry or investigation), judgments, fines, penalties and amounts paid in settlement of such Claim and any federal, provincial, municipal or foreign taxes imposed on My Sleeping Baby as a result of the actual or deemed receipt of any payments under this Agreement (hereinafter collectively, “Expenses”), including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by Customer as soon as practicable.
9. GENERAL PROVISIONS.
(a) Entire Agreement. This Agreement represents the entire agreement between the parties in connection with the transactions contemplated hereby and the subject matter hereof and this Agreement supersedes and replaces any and all prior and/or contemporaneous agreements, undertakings and communications between the parties, whether oral or written, with regard to the subject matter hereof. There are no oral or written agreements, representations or inducements of any kind existing between the parties relating to this transaction which are not expressly set forth herein.
(b) Notices. Any notice required or permitted to be given under this Agreement shall be written, and may be given by personal delivery, by facsimile transmission or by registered or certified mail.
(c) Governing Law. This Agreement shall be governed by and construed according to the laws of the Province of Ontario and the federal laws of Canada. Any and all dispute(s) arising out of this Agreement, or the transaction contemplated thereunder, shall be heard in either the provincial courts of Ontario or the federal courts of Canada.
(d) Agreement Construction. The Parties acknowledge that this Agreement, as executed, is a product of negotiation between the parties and that it shall be construed fairly and in accordance with its terms and shall not be construed for or against either party. No inferences as to the intention of the parties shall arise from the deletion of any language or provision of this Agreement.
(e) Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never part of the Agreement.
(f) Waiver. No waiver by any party, at any time, of any breach of any provision of this Agreement shall be deemed a waiver or a breach of any other provision herein or a consent to any subsequent breach of the same or another provision. If any action by any party shall require the consent or approval of another party, such consent or approval of such action on any one occasion shall not be deemed a consent to or approval of such action on any subsequent occasion or a consent to or approval of any other action.
(g) No Third-Party Beneficiary Rights. This Agreement is entered into for the full benefit of My Sleeping Baby and Customer and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
(h) Assignment. No party to this Agreement shall assign any right or interest arising under this Agreement without the prior written consent of the other parties to this Agreement.
(i) Read and Understood. Customer acknowledges that he/she has read, and that he/she understands, this Agreement and agrees to be bound by its terms.