THE GET FRED SCHOOL OF REAL ESTATE AND
GET FRED SERVICES INC.
I hereby acknowledge and agree to the following:
- GET FRED SERVICES INC. doing business as THE GET FRED SCHOOL OF REAL ESTATE (the “Company”) offers education Programs in topics including, but not limited to: Real Estate, Mortgage Broker, Rental Manager, Strata Manager and Broker Management (the “Programs”);
- As a result of a significant expenditure of time, energy and money, the Company has developed various teaching methods, literature, practice questions and other course materials which the User acknowledges is proprietary and owned exclusively by the Company (the “Materials”) which if used in a manner contrary to the manner described in this Agreement will result in significant damages to the Company;
- In view of the foregoing, the User has agreed to enter into this Agreement to explicitly agree and covenant to treat the Materials only in the manner permitted by this Agreement, while fully acknowledging that in the event that the User breaches any terms of this Agreement, the Company will take legal action against the User; and
- The User represents and warrants that he or she is not associated with the University of British Columbia or the British Columbia Financial Services Authority in any way, whether he or she is a member, employee, contractor or otherwise.
NOW, THEREFORE, in consideration of the non-refundable course fee paid by the User to the Company for enrollment in the Program and the services provided or to be provided by the Company to the User, the receipt and sufficiency of which is acknowledged, together with the respective mutual promises and agreements herein set forth, and other good and valuable consideration (the receipt of which is hereby acknowledged by the User) the User agrees as follows:
1. Restricted Use and Disclosure of the Materials
1.1 The User covenants and agrees that the User will not, either during the term of the User’s enrollment with the Company or thereafter, directly or indirectly, whether as a User or in any other capacity whatsoever:
- record, share, copy, reproduce, redistribute, publish, display, perform, modify, create derivative work, transmit, or in any way exploit Materials; or
- distribute, either in whole or in part, the Materials over any network, including any local area network, whether in electronic form or otherwise; or
- sell, resell, or offer for sale the Materials; or
- make any commercial use of the Materials; or
- disclose the Materials, in whole or in part, to any person or entity, or as set forth in section 2.4.
1.2 The User acknowledges and agrees to use the Materials only for educational purposes and that the User will only have access to the materials until the sooner of: (a) one-hundred and twenty (120) days following their enrolment in the Program; and (b) the period of time required for the User to complete the licensing examination as indicated on the last page of this Agreement. At the expiration of said period, the User covenants and agrees to delete and/or destroy all of the Materials within his or her possession including for certainties any copies of said Materials whether in tangible or intangible form.
1.3 “Trade Secrets” are defined in this Agreement to mean with reference to the Company, the expression, tangible or otherwise, of unique ideas of specialized compilations of information or data, whether patentable or not, that are not generally known, that are useful or capable of use in a trade or business, or that have economic value as a result of not being known generally, and are embodied in know-how, show-how, drawings, specifications, sources of inputs, procedures, processes, methodologies and similar information, and reference to both the Materials and Trade Secrets is defined collectively as “Confidential Information”.
1.4 Unless the User first secures the written consent of the Company, the User agrees that it will hold the Confidential Information in strict confidence and will not disclose any of the Confidential Information to any person whatsoever, including but not limited to any individual, trust, partnership, corporation, association, society or incorporated or unincorporated organizations or entities.
2. Ownership of Rights
2.1 “Intellectual Property Rights” are defined in this Agreement to include copyright (including, but not limited to, moral rights), copyright registrations and applications, renewals and extensions therefor, trade secrets and other intellectual property rights recognized by laws in Canada and applicable foreign and international laws, treaties and conventions. The User acknowledges and agrees that all Intellectual Property Rights embodied in the Materials are owned exclusively by the Company, and the User may not alter or remove any watermarks from the Materials or otherwise alter or remove any copyright.
2.2 The User hereby unconditionally and irrevocably automatically assigns, conveys and otherwise transfers to the Company and its respective successors, assigns and licensees all right, title and interest worldwide in and to any Intellectual Property Rights developed or created by the User during or as a result of the User’s participation in the Programs.
2.3 The User shall during the term of the User’s enrollment with the Company disclose promptly to the Company in writing all ideas, inventions, formulae, and discoveries related to the Programs, whether or not conceived or developed during Programs hours or upon the business premises of the Company (the “Works”). The User acknowledges that those ideas, inventions, formulae, and discoveries shall be considered Intellectual Property Rights of the Company and dealt with in accordance with the foregoing Section 2.2. The User shall further execute and deliver all such instruments as the Company may require in order to establish and protect its Intellectual Property Rights.
2.4 The User hereby waives all moral rights under the Copyright Act (Canada) or any rights to similar effect in any country or at common law that the User may have with respect to the Works, whether or not conceived or developed during Programs hours or upon the business premises of the Company.
3. No Representations or Warranties
3.1 The User acknowledges and agrees that no representation or warranty is made by the Company that the User’s participation in the Programs will result in the User attaining better results on any examinations taken. The User further agrees that the Company expressly disclaims all liability for representations or warranties, express or implied, contained in the Materials made available or that will be made available to the User during the enrollment in the Programs, or any information contained in the Materials made available to the User. Accordingly, all funds paid by the User are wholly non-refundable and deemed to be earned by the Company once paid.
3.2 The User agrees that neither the Company, nor any of its directors, officers, employees, advisors, or representatives will have any liability to the User, nor any liability for costs incurred or to be incurred by any of the foregoing resulting from the User’s enrollment in the Programs, use of the Confidential Information, or reliance on the Materials, or any other communications or material made or to be made available to the User, either now or in the future, in connection with the Company and the Programs.
4. Enforcement and Injunctive Relief
4.1 In the event of any breach of Section 1.1 of this Agreement, the User acknowledges that quantification of damages that would be suffered by the Company is difficult to determine and therefore the Company shall have the option to require the User to pay FIFTY-THOUSAND DOLLARS ($50,000.00) as liquidated damages and a genuine pre-estimate of damages deemed to be suffered by the Company as a result of such breach by the User without seeking other remedies, which option may be exercised by the Company upon the Company providing written notice to the User.
4.2 In the event of any breach of this Agreement by the User, the User acknowledges that such a breach will result in immediate and irreparable harm, and that money damages will not be a sufficient remedy for any breach, and that in addition to any other right of relief of the Company (including a claim for damages) the Company will be entitled to relief by way of a temporary or permanent injunction and to such other relief that a court of competent jurisdiction may deem just and proper. The User agrees that both damages and injunctive relief shall be proper modes of relief and are not to be considered alternative remedies.
5. Provisions Reasonable and Necessary
5.1 The User acknowledges that the covenants and conditions of this Agreement are reasonable and necessary for the protection of the Company’s Programs and for the protection of the business operations and Confidential Information of the Company.
6.1 Subject to the limitations on assignment contained herein, this Agreement shall be binding upon and enure to the benefit of the Company, and its respective successors and assigns and shall be binding upon and enure to the benefit of the User, and the User’s heirs, executors, and personal representatives.
6.2 If any covenant or provision contained herein is determined to be void, invalid or unenforceable in whole or in part for any reason whatsoever, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions hereof, and such unenforceable covenant or provisions or part thereof shall be treated as severable from the remainder of this Agreement.
6.2 It is expressly acknowledged and agreed that the execution of this Agreement may be made or manifested by way of an electronic signature (as such term is defined in The Electronic Transactions Act S.B.C. 2001, chapter 10, as amended), undertaken by or through a computer program or any other electronic means, as expressly provided or contemplated by (and in accordance with the provisions of) The Electronic Transmissions Act S.B.C. 2001, chapter 10, as amended. Each of the parties hereto further acknowledges and agrees that this Agreement may be executed via telefax transmission (and the execution of a telefaxed version hereof by any or all of the parties that have signed this Agreement shall have the same force and effect as if same were originally executed), and that a photocopy or telefaxed copy of this Agreement may be relied upon by all of the parties that have signed this Agreement to the same extent as if it were an original executed version addressed specifically to each of them.
9.3 This Agreement is personal to the User and therefore may not be assigned by the User.
9.4 This Agreement constitutes and contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes any prior understandings or written or oral agreements between them respecting the subject matter of this Agreement.
9.5 In the event that the Company engages the services of the User, or otherwise enters into any one or more subsequent agreements with the User, the obligations described under this Agreement will not merge, and the User will remain bound by all of the various terms and covenants under this User unless agreed upon otherwise in writing.
9.6 Each provision of this Agreement is declared to be a separate and distinct promise and to be separable from all other such separate and distinct promises. If any promise, provision or part thereof is determined by a court of competent jurisdiction or other constituted legal authority to be void, unenforceable or unreasonable in whole or in part, it will not be deemed to affect or impair the enforceability or validity of any other promise or provision in this Agreement or any part thereof and the said court or other constituted legal authority will have the authority to limit such promise or provision as it deems proper.
9.5 This Agreement shall be governed by and construed in accordance with the law of British Columbia and the parties agree to attorn to the exclusive jurisdiction of the courts of British Columbia.
9.6 The headings in this Agreement are included for reference only and shall not be used in the interpretation of this Agreement.
9.7 In this Agreement: (a) the conjunction “or” shall be understood in its inclusive sense (and/or); (b) the words “include” or “including” when following any general term or statement are not to be interpreted as limiting the general term or statement to the specific items or matters set forth or to similar terms or matters but rather as permitting it to refer to all other items or matters that could reasonably fall within its broadest possible scope; and (c) the recitals to this Agreement will be deemed to form an integral part of this Agreement.
I acknowledge that I have had sufficient time and opportunity to thoroughly review the entirety of this Agreement, understand its contents and agree to every attestation that I have made herein.