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Acceptance of this Agreement
By clicking on the ‘SIGNUP’ option, the participant (“You” or “Your“) agrees to the Terms and Conditions, obligations, representations, warranties, and agreements contained herein (the “Agreement“). In the event, You are not willing to accept the Agreement, You shall not be authorized or allowed to proceed further to view or use in any manner any content, information, courseware, products and services (“Services“) published,available or provided on instituteofclinicalhypnosis.com (the “Website“), which is owned, maintained and monitored by Institute of Clinical Hypnosis and Related Sciences Private Limited (“Us“, “We” or “Our“).
User ID and Password
By entering into this Agreement, You acknowledge and agree that Your user ID and password (“Participant Account“) is for Your exclusive use only. Use or sharing of Your Participant Account with another user is not permitted and is cause for immediate blocking of Your access to the Website, the Services and the Content, the Courseware, and termination of this Agreement.
You agree that You are solely responsible for maintaining the confidentiality of Your Participant Account and for all activities that occur under it. You agree to immediately notify our Customer Support Team at firstname.lastname@example.org if You become aware of or have reason to believe that there is any unauthorized use of Your Participant Account. You also agree to take all reasonable steps to stop such unauthorized use and to cooperate with Us in any investigation of such unauthorized uses. We shall not under any circumstances be held liable for any claims related to the use or misuse of Your Participant Account due to the activities of any third party outside of our control or due to Your failure to maintain the confidentiality and security of Your Participant Account.
Content and Courseware
As a part of our Services offered through our Website, We shall grant you access to our content, courseware, practice tests, and other information, documents, and data which may be in audio, video, written, graphic, recorded, photographic, or any machine-readable format in relation to the specific certification training course You have registered for (“Content and Courseware“).
We reserve the right to amend, revise or update the Content and Courseware offered to You. In the event such an amendment, revision or updation occurs, We may require you pay an additional fee to access such amended, revised, or updated Content and Courseware.
Usage of the Website and Services
We grant you a personal, restricted, non-transferable, non-exclusive, and revocable license to use the Website, the Services, and the Content and Courseware offered through the Website till the time the completion of the certification training course that You have enrolled for or the termination of this Agreement according to the Terms and Conditions set forth herein, whichever is earlier. The Services and the Content and Courseware are provided solely for Your personal and non-commercial use to assist you in completing the certification training course You have registered for (“Restricted Purpose“).
You are permitted online access to the Website, the Services, and the Content and Courseware and may download, save, or print the Content and Courseware solely for the Restricted Purpose.
You are not permitted to reproduce, transmit, distribute, sub-license, broadcast, disseminate, or prepare derivative works of the Content and Courseware, or any part thereof, in any manner or through any communication channels or means, for any purpose other than the Restricted Purpose, without Our prior written consent.
Intellectual Property Rights
While You are granted a limited and non-exclusive right to use the Website, the Services, and the Content and Courseware for the Restricted Purpose as set forth in this Agreement, You acknowledge and agree that We are the sole and exclusive owner of the Website, the Services and the Content and Courseware and as such are vested with all Intellectual Property Rights and other proprietary rights in the Website, the Services, and the Content and Courseware.
You acknowledge and agree that this Agreement other than permitting You to use the Website, the Services, and the Content and Courseware for the Restricted Purpose does not convey to You in any manner or form any right, title or interest of a proprietary, or any other nature in the Website, the Services, and the Content and Courseware.
Usage of Personal Information of Participants
We reserve the right to feature Your picture in any photos, videos, or other promotional material used by Us. Further, We may use Your personal information to inform You about other certification training courses offered by Us. However, We shall not distribute or share Your personal information with any third party marketing database or disclose Your personal information to any third party except on a case-to-case basis after proper verification of such third party or if required under any applicable law.
Limitation of Liability
You expressly agree that use of the Website, the Services, and the Content and Courseware are at Your sole risk. We do not warrant that the Website or the Services or access to the Content and Courseware will be uninterrupted or error free; nor is there any warranty as to the results that may be obtained from the use of the Website, the Services or the Content and Courseware or as to the accuracy or reliability of any information provided through the Website, the Services, or the Content and Courseware. In no event will We or any person or entity involved in creating, producing, or distributing the Website, the Services, or the Content and Courseware be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use of or inability to use the Website, the Services, or the Content and Courseware.
The disclaimer of liability contained in this clause applies to any and all damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records or any other material, whether for breach of contract, negligence, or under any other cause of action.
You hereby specifically acknowledge that We are not liable for any defamatory, offensive, wrongful, or illegal conduct of third parties, or other users of the Website, the Services or the Content and Courseware and that the risk of damage or injury from the foregoing rests entirely with each user.
You agree that Our liability or the liability of Our affiliates, directors, officers, employees, agents, and licensors, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with the Services or the Content and Courseware shall not exceed the fee you paid to Us for the particular certification training course.
Term and Termination
This Agreement will become effective upon Your creating an account on this website and, subject to the terms and conditions of this Agreement, will remain in effect till You maintain a current, fully paid up online Participant Account, or until terminated by Us, whichever is earlier.
We reserve the right to terminate this Agreement and block Your access to the Content and Courseware with immediate effect by sending a written notice through email to You to this effect (“Immediate Termination Date“), if such termination is made as a result of Your misrepresentation, default, misconduct, or breach of Your obligations related to or under this Agreement (“Event of Default“). On the occurrence of any Event of Default, We shall be authorized to exercise all the rights and remedies under this Agreement or applicable Law or available in equity to seek indemnification for any Loss or Claim resulting from any such Event of Default.
You agree to indemnify and hold Us, Our contractors, licensors, directors, officers, employees, and agents, harmless from and against any and all claims, losses, damages, liabilities, and expenses including attorneys’ fees, arising out of Your unauthorized use of the Website, the Services, and the Content and Courseware or any violation or breach of this Agreement or any provisions hereof.
Neither failure nor delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, or of the exercise of any other right, remedy, power, or privilege. No term of this Agreement shall be deemed waived, and no breach consented to, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of any rights or consent to any breaches shall constitute a waiver of any other rights or consent to any other breach.
In the event any provision of this Agreement is held invalid or unenforceable under the applicable laws of India, the remaining provisions shall continue in full force and effect, and the Agreement shall be deemed to be reformed by replacing such invalidated or unenforceable provision with a valid and enforceable provision that gives effect as closely as possible to the intentions of the parties as expressed by the invalidated or unenforceable provision.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the Laws of India and the courts in Mumbai, India shall have the exclusive jurisdiction over any matter relating to, in connection with, or arising out of, this Agreement.
Amendment and Assignment
We reserve the right to unilaterally amend or modify this Agreement without giving any prior notification to You. We shall however publish the revised agreement on the Website so that You are aware of the revisions, modifications and amendments made by Us to this Agreement. You acknowledge and agree that it is Your responsibility to check the Website periodically for any revisions, modifications, and amendments. Your continued use of or access to the Website, the Services, and the Content and Courseware following the posting of any changes to this Agreement shall constitute acceptance of those changes.
You are not permitted to assign this Agreement or the rights and obligations mentioned in this Agreement to any third party and You only shall be held liable for any breach of this Agreement or any terms and conditions hereof.
Please read the following carefully
These terms and conditions (“Terms and Conditions”) control your use of this website instituteofclinicalhypnosis.com (“Website”). In these Terms and Conditions, “Institute of Clinical Hypnosis and Related Sciences” is referred to as the “ICHARS”, “Company”, “us,” or “we.”
‘You’ refers to a user or a paying customer. If you are a company or another person who gives access to company products, you agree to take responsibility in full in case of damages or indemnification that could properly lie against the customer.
The ICHARS website (the ‘Site’), the educational services made available through the site and the content (the ‘Products’) are owned, operated and maintained, as applicable, by ICHARS (‘we’, ‘our’, ‘us’, or the ‘Company’). The Site, Products and Content are, collectively, the ‘Company Products’.
Please read them carefully before you use the services of this site.
- Under no situations or circumstances, will the company be liable for any change in the content which it provides on the website through its products and services, including but not limited to any errors, omissions, loss, or damage experienced in connection with the use of exposure, any content made available via our products, services, or various resources such as email, blog etc.
- Our services are free to any user with access to the Internet. However, we are not responsible for the charges incurred for the usage of hardware, software, or internet services provider fee. Also, the user is fully responsible for the proper functioning of computer hardware and internet access.
- You will be required to use login credentials for some of the sections on the site and the company reserves the right to block access to our services for any user who does not follow these conditions
- We make sure that users get uninterrupted access to our service, but there is no obligation to do so.
- ICHARS is not responsible and is not obligated for issues in your network or server beyond certain limits.
Website usage guidelines
- Do not insult, abuse, harass, stalk, threaten, or otherwise infringe the rights of others;
- Do not publish, post, distribute or disseminate any defamatory, infringing, indecent, offensive or unlawful material or information.
- Do not upload, install, transfer files which are protected by Intellectual Property Laws or software which affect other computers.
- It’s prohibited to edit HTML source code, reverse engineer or attempt to hack.
- Do not run Spam services/scripts or anything which could affect the infrastructure, and in turn, the users.
- Do not communicate spam, advertise, or sell services such as digital downloads, eBooks, or phishing links.
- You may not copy, distribute, and indulge in plagiarism with website content or user submitted content.
- Do not use any content which violates any legal, regulatory, Governmental or network operator conditions or codes of practice.
Links and Hyperlinks Terms
This website may have links to other websites. We do not undertake any control on the content of these websites; nor are we responsible for their website content. The sole purpose of the links included are to provide users information. Hence, ICHARS will not be held responsible.
- You may not mirror or frame the homepage or any other pages of this Site on any other website or webpage.
- Do not link to ICHARS pages and subpages with spam links/anchor text, which could provide a false impression. This may create misunderstanding for the users.
- Do not use or include copyrighted or registered trademarks, or Intellectual property images, design or content as a link to ICHARS website.
- Do not link to pages which support racism, terrorism.
- Do not link to pages which provide pornographic content and violate human and animal rights.
- Do not link pages to content which infringes the intellectual property of any third party, person or entity.
- Do not link pages to content which violates any legal, regulatory, Governmental or network operator conditions or codes of practice.
Copyright and Intellectual Property
We value and respect others intellectual property and expect our users to do the same.
The entire contents of the Site are protected by copyright and trademark laws. The owner of the copyrights and trademarks are instituteofclinicalhypnosis.com, its affiliates, or other third party licensors. The material on the site, including text, graphics, code and/or software is copyrighted and belongs to ICHARS, therefore you may not duplicate, modify, publish, or reproduce the content in any manner.
ICHARS has all the rights to disable or prohibit access to the users who do not respect and involve in the infringement of ICHARS intellectual property.
You are not allowed to use any of the digital images or logos from the website. In case of copyright issues, there has to be a written consent from the trademark owner.
Claims of Intellectual Property Violations
If you believe that your work has been used without your permission in a way which prompts for copyright infringement. Please provide us with the information given below and we will act on it.
- The authorized person who will act on behalf of the owner of the copyright, should send a digital or physical signature.
- A description of the copyrighted work that you claim to be infringing your IP.
- A description of where and how the material that you claim is infringing is located on the ICHARS website, with enough detail that we may find it on the website.
- Contact Details – Address, telephone number, and email address.
- A statement by you, that the information which you provided is accurate and your claim of the copyright or intellectual property is on your owner’s behalf
- You can reach ICHARS to notify your claims of copyright by email at email@example.com
If you believe that your work has been used without your permission in a way which prompts for copyright infringement. Please provide us with the information given below and we will act on it.
- To make a transaction on ICHARS website, you are bound to pay for that transaction.
- Please pay close attention to your payment details such as total bill, taxes, shipping costs, and discounts.
- There are certain products which require additional Terms and Conditions which you have to agree to before you make the purchase.
- Details of the order placed can be viewed at instituteofclinicalhypnosis.com/my-account/orders/
WE MAKE NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES SOLD ON OR THROUGH ICHARS.
No additional or different terms contained in any purchase order, document, transmission or other communication shall be binding upon ICHARS unless agreed to by ICHARS in writing.
ICHARS reserves the right to modify, change without prior notice and in its sole discretion, to limit the order quantity on any item and to refuse service to anyone.
You will be allowed to subscribe to a particular course or collection of courses (“Subscription Services”) and will be charged automatically, depending on payment frequency chosen by you, such as monthly/quarterly/yearly, as may be applicable.
You will be permitted to freeze or schedule the freeze of the Subscription Services at anytime and ICHARS shall not charge you for any such opted Subscription Services according to the payment cycle. Further, the Subscription Services, access will be revoked if the user opts to freeze the subscription. You will have the option to re-subscribe to the particular Subscription Services again and the payment cycle will start accordingly.
Please note that Subscription Services discounts and any Subscription Services are only a limited time special subscription promotions in effect apply only to eligible items displaying the offer message on the Subscription Services item information pages, and then only if you select the Subscription Services. Subscription Services are will last only till a particular period of time, as may be specified on the relevant page. Special limited time subscription promotions only apply during their effective dates.
ICHARS retains the rights to modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduces the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
If you register for a free trial of the Subscription Service, we will make the Subscription Service available to you on a trial basis, free of charge until the earlier of (a) the end of the free trial period or (b) the start date of your subscription. If we include additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period, (i) the Subscription Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Subscription Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Subscription Service. Unless you subscribe to the Subscription Service before the end of the free trial, all of your data on the Subscription Service will be permanently deleted at the end of the trial, and we will not recover it. ICHARS shall not refund or in any ways discount, set off any amount once the trial period has ended. In case where You wish discontinue to paid Services, please login to your account. Go to Profile>Manage Subscription, click on Subscription and Freeze the subscription to stop any further payments being made.
Valid credit cards are the only payment method accepted for Subscription Services purchases. The customer shall at all time use a credit card for the use of Subscription Services and upon the completion of the free trial period, you will be charged automatically without the requirement of any further approval or consent, such a period of the trial period shall be mentioned on the at the time of registration to the Subscription Services, ICHARS absolves any liability with regard to information of period of the free trial period.It is clarified that, once the Subscription Services are accepted the participants authorize ICHARS and any of its affiliates to debit the accounts at regular intervals as may be notified to the participants
Further, you will have the option of cancelling the Subscription Services during the free trial period, without incurring any charges for the same. To initiate the free trial, ICHARS may charge you a token amount to ensure the validity of Credit Card. The token amount will be refunded automatically within 5 days. Further You may cancel your account with ICHARS by reaching out to firstname.lastname@example.org
Your Subscription Services will remain in effect until it is cancelled. If you cancel your Subscription Services and then reactivate it, the discount applied to any Subscription Services item may not be the same discount in effect at the time of cancellation. If you reactivate a Subscription Services, it will be created with the same products with which you previously subscribed. If the Subscription Services discount percentage for such Subscription Services item changes, the new discount will be applied to your products of that item.
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service. All fees are exclusive of any VAT, Service tax, GST or any other applicable law and tax deductions. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
LIMIT OF LIABILITY
You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, or services purchases or obtained or messages received or transactions entered into through or from the Website or otherwise; (iii) unauthorized access to or alteration of your transmissions or data or confidential information; (iv) statements or conduct of any third party on the Products; (v) or (v) any other matter relating to the Products.
All prices, products, and offers of ICHARS website are subject to change without notice.
While we make sure to provide most accurate and up-to-date information, in some cases one or more items on our website may be priced incorrectly. This might happen due to human errors, digital images, technical errors, or a mismatch in pricing information received from our suppliers.
ICHARS reserves the right to change prices for all our products, offers, or deals. These changes are done due to market conditions, course termination, providers, price changes, errors in advertisements, and other mitigating circumstances. However, the price you paid at the time of purchase still holds for you.
Proprietary Use of ICHARS Study Material
ICHARS Information Practices
Every effort has been taken to ensure the accuracy of the information on the website; the content is naturally subject to change. We are not responsible for any damages arising from the use of the information held on this server.
We assure that all our downloadable training content is virus free. However, ICHARS can accept no liability for damages resulting from virus infection.
Information collected by ICHARS
- You have total control on the privacy of your information.
- Your information will never be sold, exchanged or disclosed to any third party for marketing purposes.
- You can opt to receive offers from us.
You can browse our website without registration.
We may collect and store the information that you voluntarily disclose to us, in order to access our free tests and discussion forum. We do not share your personal information with any third party. We do not collect information about our visitors from email databases, private/ public organization or bodies.
We may use your information to contact you via email or telephone, typically to get feedback, to inform you about new products or provide support on your issues. If you do not want us to contact you via email, you can unsubscribe at any time.
When you purchase our online products or register for a classroom training, you need to make the payment online, thus you will be required to share with us your personal information such as name, e-mail address, telephone number, address(s), credit card number, expiration, and CVV number.
During this program, we store your contact information in our registration and order-entry systems. Your credit card information is never stored in our system as it is processed by our payment gateway which uses Secure Encryption Technology (SSL). Our payment processing partners are CCAvenue, PayPal, and Google Checkout
Course content for all the study programs both online and blended programs, is provided only for the purpose of education and guidance. The course content is reviewed regularly and is subject to change without notice. ICHARS reserves the right to modify training content without notice.
You can electronically copy or take print outs of the website pages, only for personal use. ICHARS holds the copyright to all the material on this website, unless otherwise indicated. A written permission from the copyright holder must be obtained for any use of this material other than for purposes permitted by law.
Personal Information Policy Image and Video Capture
Any images captured during events organized and hosted by ICHARS should not be misused. That includes pictures of ICHARS staff and training participants. If you enroll in a ICHARS course your picture may also be featured in photos or videos of the ICHARS classes.
Sharing your personal information
If you have purchased a ICHARS course, we may ask you for your feedback, and display your testimony, your public information, photos or videos on our website or on our social media channels such as Facebook, YouTube or Flickr. You should be aware that your publicly identifiable or displayed information could be used by third parties to send you unsolicited promotional, unsolicited messages. We are not responsible for your personal information which you have chosen to display and any unsolicited promotional messages that you may receive from third parties.
If you do not want us to feature your pictures/testimonials/public information on our website or on our social media channels, please reach out to our support team through our Help & Support section on the website.
Personal Information Corrections
You can contact us if you notice that the information we are holding is incorrect or incomplete. Please reach out to our support team through our Help & Support section on the website.
Deleting Personal Information
If you would like to delete your account, please reach out to our support team through our Help & Support section on the website.
- Once the participant/trainer pays the fees, it shall not be refunded unless there is a case of death of the participant or the participant chooses to exercise the money back guarantee within 7 days of completing the Level 1 Classroom module of Cognitive Hypnotic Psychotherapy and Cognitive Hypnotic Coaching workshops.
- Money back guarantee is only applicable for the Level 1 Classroom module of Cognitive Hypnotic Psychotherapy and Cognitive Hypnotic Coaching workshops.
- At the time of requesting the money back guarantee, the participant will have to return all material received during the classroom module and will no longer have access to the online modules which are a part of any level of the Cognitive Hypnotic Psychotherapy and Cognitive Hypnotic Coaching workshops.
- Registrants for the classroom courses cancelled by the institute, will be adjusted/ transferred to another city at no cost. In the event of such cancellation the institute is not liable for expenses incurred for travel and stay bookings.
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Affiliate Operating Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND INSTITUTE OF CLINICAL HYPNOSIS AND RELATED SCIENCES PVT. LTD, REFERRED TO AS ICHARS. BY JOINING OUR AFFILIATE PROGRAM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in ICHARS’s Affiliate Program. The purpose of this Agreement is to allow you to make referrals from your website to the ICHARS website in the manner set forth herein. Please note that throughout this Agreement, “we,” “us,” and “our” will mean ICHARS, and “you,” “your,” and “yours” will mean you, the affiliate.
2. Enrollment in the Affiliate Program.
(a) Completion of the Application: If you have not already done so, you need to complete an application to the Affiliate Program. You need to identify your website, describe how you plan to implement the program, provide certain contact information. The application can be found at instituteofclinicalhypnosis.com/affiliates.
(b) Acceptance of Your Application. You understand that we may accept or reject your application at our sole discretion. Your application will be rejected if any of the information you provide is incorrect or incomplete, or if your website promotes materials of a sexual, pornographic, violent, or defamatory nature, or if you or your website discriminate, violate any applicable law, violate any person’s intellectual property rights.
(c) You Will Be Given a Password to Access Specific Affiliate Information: You will be given a password so that you may enter our secure Affiliate Center. From this website you will be able to download the Referral Specifications and Referral Materials and receive your reports that will describe our calculation of the Referral Fees due to you. It is your responsibility to keep your username and password information secure.
3. As an Affiliate What You Have to Do.
(a) Link to Our Site:
(i) As a member of ICHARS’s Affiliate Program, you will implement the links, widgets, ads and other means of linking your website to our website pursuant to the Referral Specifications set forth at instituteofclinicalhypnosis.com/affiliates. At this site you will be able to download certain technical materials, including without limitations, links, HTML code, other software or applications, widgets, pixels, associated banner ads, copy and other content, and any documentation for the foregoing (collectively, “Referral Materials”).
(ii) We have the right to monitor your website as we feel necessary to make sure that you have used the Referral Materials and implemented and maintained the Referral Specifications properly. We will notify you of any changes that we feel should be made. Any failure by you to use the Referral Materials properly or to implement changes that we request will be a violation of this Agreement and grounds for termination.
(b) Give Us Your Full Cooperation: You agree to cooperate with us fully to establish and maintain any links between the our website and your website.
(c) Maintain Your Site: The maintenance and the updating of your website will be your responsibility. Because you are a member of our Affiliate Program and our information is updated often, it will be necessary for you to update the Referral Materials on your website on a regular basis to maintain consistency and accuracy between the our website and the Referral Specifications. We may monitor your website as we feel necessary to make sure it is up-to-date and to notify you of any changes we feel should be made, which changes you will promptly implement.
(d) Follow All Copyright Laws: It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your website. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person’s copyrighted material in violation of the law.
4. As an Affiliate What You Need to Know and Understand.
(a) We Can Monitor Your Site: You give us the right to monitor your website at any time to determine if you are following the terms and conditions of this Agreement, and to notify you of any changes we feel you should make to remain in compliance. Failure to comply is a violation of this Agreement and grounds for termination.
(b) We Determine the Policies for the Purchases: Customers who purchase products through referrals made in the Affiliate Program will be considered our customers. All our rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.
(c) You Cannot Send Out Publicity Without Our Consent: You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that makes reference to us without first submitting the material to us and receiving our consent.
(d) Starting Date of this Agreement: This Agreement will begin upon our acceptance of your Affiliate application.
(e) How this Agreement can be Ended: Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.
(f) We Can Modify this Agreement: We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted at instituteofclinicalhypnosis.com/affiliates. Modifications may include, but are not limited to, changes in the scope of Referral Fees, payment procedures, and Affiliate Program rules, or to Referral Specifications or Referral Materials. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.
5. As an Affiliate What You Receive.
(a) You Earn Referral Fees: Except in states in which such a transaction is not permitted, you are eligible to earn Referral Fees during the term of this Agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. The exact amount of Referral Fees due to you in any given quarter will be calculated in the following manner:
(i) (i) The Referral Fee shall be ten percent (10%) for first purchase & seven percent (7%) on all subsequent purchases based on the amount actually received by us from a Referral that enrolls in a course on our website within sixty (60) days of our receiving the Referral, less taxes, returns, credits, and shipping. A “Referral” is a person that you refer from your website to our website using the Referral Materials in accordance with the Referral Specifications. Final determination as to whether to accept a Referral as a customer is at our sole determination.
(ii) Payment of Referral Fees will be made on a quarterly calendar basis, but only if your unpaid, cumulative quarterly Referral Fee earnings exceed $50 for international affiliates & Rs. 3500 for Indian Affiliates. If your unpaid, cumulative quarterly Advertising Fee earnings are less than $50 or Rs. 3500, they will be rolled to the following quarter. If this Agreement terminates, Referral Fees due at the time of termination will be paid at the end of the quarter following termination. Referral Fees are based on amounts we actually receive from Referral customers during the quarter.
(iii) If we determine that payment of Referral Fees to you in any jurisdiction is illegal under any laws, then we may reserve the right to not pay Referral Fees for any sales made in that jurisdiction.
6. Grant of Licenses.
(a) Subject to all the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, revocable right to: (i) grant your end-users access to our website solely through the Referral Materials used in accordance with the Referral Specifications and (ii) solely in connection with such activities, to use the Referral Materials and Referral Specifications. You may not alter, modify, or change the Link Referral Materials and Referral Specifications in any way. You are only entitled to use the Referral Materials and Referral Specifications to the extent that you are a member in good standing of our Affiliate Program.
(b) You grant to us a non-exclusive, non-transferable, revocable right to use your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize.
(c) Each party agrees not to use the other’s proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Either party may revoke this license at any time by giving the other party written notice. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
7. As An Affiliate More Things You Need To Know and Understand.
(a) Disclaimer: WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ICHARS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
(b) Representations and Warranties: You represent and warrant to us that:
(i) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
(ii) You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
(iii) You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; and,
(c) Limitations of Liability: WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THIS AGREEMENT.
(d) Indemnification: You agree to indemnify and hold harmless ICHARS and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding.
(i) Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship.
(ii) You may not assign your rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect. We are free to assign this Agreement.
(iii) This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.
(iv) You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
(v) This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
(vi) The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
(vii) If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
(viii) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIM PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT.[/vc_column_text][/vc_tta_section][/vc_tta_tabs][/vc_column][/vc_row]