Overview

This agreement allows you to use a marketplace that has been developed in order to allow trainers and trainees to transact.

1. Parties

This agreement is between E Cloud Trainers Inc. ("Company"), a Canadian federal corporation, and you ("You" or "Your").

2. Definitions

In this agreement, the following capitalized terms shall have the ascribed meaning (and the singular shall include the plural ):

Defined Term Meaning
"Aesthetic Play Platform" The service available at www.aestheticplay.com and any APIs, affiliated websites, marketing campaigns, blogs, related social media accounts or printed materials.
"Course" A series of instructions, programs and/or lessons made available for a fee or free by third parties ("Trainers") through the Aesthetic Play Platform.
"Digital Good" Electronic files made available through the Aesthetic Play Platform.
"Net Revenue" Revenue earned minus credit card chargebacks, payment processing fees and any applicable sales tax.
"Revenue Share Percentage" The percentage accorded to Trainer
"Trainer Content" Content (text, images, video, etc.) that Trainer has created on or uploaded to the Aesthetic Play Platform.
"Trainer Customer" A user of the Aesthetic Play Platform who has transacted with Trainer.
"User Generated Content" Reviews, comments, messages, emails, images, videos or any other content created by users (including You) of the Aesthetic Play Platform.

3. Marketplace Listings

Company shall permit Trainer to list Courses, Digital Goods or other items for sale on the Aesthetic Play Platform (each a "Listed Item(s)").

4. Marketplace Commission

Company shall set a Revenue Share Percentage for Trainer's Listed Items. Trainer shall receive the Revenue Share Percentage of Net Revenue resulting from Listed Items sales and Company shall receive the remainder.

Company shall be permitted to change the Revenue Share Percentage upon two weeks notice. In the event that Company changes the Revenue Share Percentage to a less favourable revenue share, Trainer's sole remedy shall be to terminate this agreement.

5. Paid Extras

Company may provide Trainer the opportunity to purchase additional services from Company such as featured listings.

6. Trainer's Must Follow Guidelines

Trainer shall at all times follow the "Trainer Guidelines", available at www.aestheticplay.com/trainer-guidelines/ .

7. Content License

Trainer hereby grants to Company a royalty-free, worldwide, perpetual, irrevocable, sub-licensable, non-assignable, license to use, re-distribute, make available, copy, transfer, sell, publicly perform, broadcast, transmit and transcode all Trainer Content that Trainer provides to the Aesthetic Play Platform or that is otherwise related to it and supplied by Trainer to Company. Furthermore, Trainer grants Company a license to use any trademarks related to their name, company, partnership or Trainer Content.

8. Editorial Discretion

Company may remove any Trainer Content. Company may, but shall not be obligated to, provide editorial changes to the Trainer Content at no cost to Trainer.

9. Disabling Account

In the event of a breach of this agreement, anticipated breach of this agreement or violation of the Trainer Guidelines, Company may disable Trainer's account without notice and also without liability to Trainer.

10. Refund Decisions

Company shall have the right to refund Trainer Customers without notice to Trainer. Trainer shall respond promptly to Customer inquiries regarding refunds or other concerns about payment.

11. No Self-Reviews

Trainer shall not create account(s) on the Aesthetic Play Platform for the purpose of manipulating ratings, reviews or comments.

12. Indemnity

Trainer shall indemnify Company (including paying any final and interim attorney fees) against any third party actions, claims or requests for compensation resulting from Trainer's misuse of the Aesthetic Play Platform, role in personal injury, or infringement of intellectual property rights.

13. No Warranty

Company shall provide the Aesthetic Play Platform to Trainer but provides no warranty as to the suitability of the service for Trainer or quality of the service. The Aesthetic Play Platform shall be provided on an as-is basis without warranty (whether express, statutory or implied, to the extent permitted in Trainer's jurisdiction).

14. No Guarantee As To Service Uptime

Company does not warrant that the Aesthetic Play Platform will be available without downtime or interruption, or that its operation will be error-free. Company shall not be liable for any losses that occur to Trainer as a result of the Aesthetic Play Platform not being available or incorrect operation of the service.

15. Limitation of Liability

Company's liability shall be limited to the greater of $200 or three times the amount of revenue that Company earned in relation to Trainer's Listed Items in the two years preceding notice of Trainer's claim.

16.Representations and Warranties

Trainer represents and warrants that they are of the age of majority and own the Trainer Content or the right to distribute the Trainer Content in the territories that Company operates in.

17.Term

This agreement shall be for a term of ten years. Unless notice is provided at least two weeks before the expiry of this agreement, this agreement shall automatically renew for an additional period of ten years.

18.Termination

This agreement may be terminated by either party upon two weeks notice.

19.Notice

You shall provide any notice stipulated in this agreement by registered mail (sent to Company's headquarters) or by email to [email protected] .

20.Independent Parties

The parties to this agreement are independent contractors. No aspect of this agreement should be construed as creating a relationship of agency, joint venture or partnership. Company shall not be responsible for Trainee tax obligations.

21. Survival

Sections 7, 12 and 23 are intended to survive termination of this agreement.

22. Non-Waiver

The failure to act on a breach of this agreement shall not be considered acquiescence and no term shall be waived without the express, written consent of both parties.

23.Severance

If a provision of this agreement is held to be unenforceable then that provision shall be modified to reflect the parties' intention, and if such modification is not possible then that provision shall be severed and the rest of the agreement shall remain in force.

24.Choice of Forum and Governing Law

The laws of Ontario shall apply to any dispute related to this agreement and the forum for dispute resolution shall be the courts of Toronto, Ontario, Canada.

25. Entire Agreement

This agreement is the entire agreement between the parties and supersedes any other understandings between the parties.

Overview

This agreement allows you to use a marketplace that has been developed in order to allow trainers and trainees to transact.

1. Parties

This agreement is between E Cloud Trainers Inc. ("Company"), a Canadian federal corporation, and you ("You" or "Your").

2. Definitions

In this agreement, the following capitalized terms shall have the ascribed meaning (and the singular shall include the plural ):

Defined Term Meaning
"Aesthetic Play Platform" The service available at www.aestheticplay.com and any APIs, affiliated websites, marketing campaigns, blogs, related social media accounts or printed materials.
"Course" A series of instructions, programs and/or lessons made available for a fee or free by third parties ("Trainers") through the Aesthetic Play Platform.
"Digital Good" Electronic files made available through the Aesthetic Play Platform.
"User Generated Content" Reviews, comments, messages, emails, images, videos or any other content created by users (including You) of the Aesthetic Play Platform.

3. Right To Purchase From Company Marketplace

Company operates an online marketplace, the Aesthetic Play Platform, through which You shall have the right to transact with Trainers who have listed Courses, Digital Goods or other items for sale (each a "Listed Item(s)").

4. Right To Post User Generated Content

You shall have the right to post User Generated Content to the Aesthetic Play Platform. Company shall have the right to remove, modify or censor User Generated Content that You post.

5. Trainee Guidelines

You shall at all times follow the "Trainee Guidelines", available at www.aestheticplay.com/trainee-guidelines/ .

6. Refunds

You shall be entitled to a refund for any unused (i.e. not downloaded or viewed) Courses or Digital Goods provided that You request a refund within 24 hours of purchase. You shall also be entitled to a refund for any Courses not delivered by a Trainer.

7. Disabling Account

In the event of a breach of this agreement, anticipated breach of this agreement or violation of the Trainee Guidelines, Company may disable Your account without notice and without liability.

8. Payment Disputes

Although Company may assist with payment disputes or refund requests, You shall attempt to resolve disputes directly with the Trainer.

9. Content License

You hereby grant to Company a royalty-free, worldwide, perpetual, irrevocable, sub-licensable, non-assignable, license to use, re-distribute, make available, copy, transfer, sell, publicly perform, broadcast, transmit and transcode all User Generated Content that you post to the Aesthetic Play Platform.

10. Indemnity

You shall indemnify Company (including paying any final and interim attorney fees) against any third party actions, claims or requests for compensation resulting from Your misuse of the Aesthetic Play Platform, role in personal injury, or infringement of intellectual property rights.

11. No Warranty

Company shall make the Aesthetic Play Platform available to You but provides no warranty as to the suitability of the service or quality of the service. The Aesthetic Play Platform shall be provided on an as-is basis without warranty (whether express, statutory or implied, to the extent permitted in Your jurisdiction).

12. No Guarantee As To Service Uptime

Company does not warrant that the Aesthetic Play Platform will be available without downtime or interruption, or that its operation will be error-free. Company shall not be liable for any losses that occur as a result of the Aesthetic Play Platform not being available or incorrect operation of the service.

13. You Are Responsible For Your Own Safety

Company does not warrant, recommend or endorse the Courses offered on the Aesthetic Play Platform. You shall at all times be responsible for your own health and should consult with a medical professional before undertaking a new fitness regime, wellness plan or any other activity that could adversely affect your health. You hereby agree not to hold Company responsible for any injuries that you suffer in relation to a Course offered through, or User Generated Content posted to, the Aesthetic Play Platform.

14. Limitation of Liability

Company's liability shall be limited to the greater of $200 or twice the amount You have paid to Aesthetic Play Platform-listed Trainers over the two years preceding notice of claim.

15. Representations and Warranties

You represent and warranty that You are of the age of majority.

16. Term

This agreement shall be for a term of ten years. Unless notice is provided at least two weeks before the expiry of this agreement, this agreement shall automatically renew for an additional period of ten years.

17. Termination

This agreement may be terminated by either party after providing one week of notice. If Company terminates this agreement then it shall have no liability regarding Courses that have not been completed by You and shall not provide a refund.

18. Notice

You shall provide any notice stipulated in this agreement by registered mail (sent to Company's headquarters) or by email to [email protected] .

19. Independent Parties

The parties to this agreement are independent contractors. No aspect of this agreement should be construed as creating a relationship of agency, joint venture or partnership.

20. Survival

Sections 9, 10 and 23 are intended to survive termination of this agreement.

21. Non-Waiver

The failure to act on a breach of this agreement shall not be considered acquiescence and no term shall be waived without the express, written consent of both parties.

22. Severance

If a provision of this agreement is held to be unenforceable then that provision shall be modified to reflect the parties' intention, and if such modification is not possible