Please Read Carefully
Updated: April 7, 2021
This Training Services Agreement (the “Agreement”) is made and entered into between Relish Works, Inc. d/b/a Trust20 (“Company”), an Illinois corporation with offices at 222 W. Merchandise Mart Plaza, Suite 575 Chicago Illinois 60654, and the client identified in the registration (“Client”). This Agreement shall govern the training services provided by Company to Client (the “Training”) as described herein.
BY CHECKING THE BOX TO INDICATE CLIENT’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND COMPLETING THE REGISTRATION, CLIENT EXPRESSLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE OF REGISTRATION (“EFFECTIVE DATE”). CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS ALL OTHER APPLICABLE RULES OR POLICIES, TERMS AND CONDITIONS AND/OR AGREEMENTS THAT ARE AND/OR MAY BE ESTABLISHED BY COMPANY FROM TIME TO TIME AND THE FOREGOING SHALL BE INCORPORATED HEREIN BY REFERENCE. IF CLIENT IS AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF CLIENT’S LEGAL ENTITY, CLIENT REPRESENTS THAT SUCH INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY. IF CLIENT DOES NOT AGREE WITH THIS AGREEMENT, CLIENT MUST NOT COMPLETE THE REGISTRATION.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 11, CLIENT AGREES THAT DISPUTES BETWEEN CLIENT AND COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE WAIVING THEIR RIGHT TO A TRIAL BY JURY IN THE EVENT OF ARBITRATION.
1. Training Services
1.1 Training Course. Client is engaging Company to provide a food handler course which is accredited by the American National Standards Institute. The Training consists of an e-learning course, together with an exam. Upon completing the course and passing the exam, Client will receive a certificate of completion that will function as a food handler card.
1.2 Cooperation. At all times during the term, Client shall promptly and fully cooperate with Company, and shall promptly assist and provide information to Company as reasonably requested by Company. Company shall bear no liability or otherwise be responsible for delays in the provision of the Training or any portion thereof caused by Client’s failure to timely provide information requested by Company.
2. Fees2.1 Fees. In consideration of the provision of the Training described herein, Client agrees to pay Company a fee of fifteen dollars ($15.00). The fee shall be in U.S. dollars and is nonrefundable.
2.2 Taxes. All fees due and payable under this Agreement are exclusive of taxes, which may be added at the prevailing rate from time to time.
2.3 Invoice and Payment. Company will invoice Client upon registration for the Training, and such invoice shall be due and payable upon receipt. Client shall pay the fee via credit card, and Client authorizes Company to charge such credit card for the fee. Client permanently and irrevocably waives any and all right to enact a 'chargeback' (that is, a disputed, reversed or contested charge with the applicable credit card) against such payments for any reason whatsoever against Company.
3. Term; Termination3.1 Term. This Agreement is effective as of the Effective Date and will continue until Training is completed, unless terminated earlier in accordance with Section 3.2.
3.2 Termination. If a party materially breaches this Agreement, the non-defaulting party may terminate this Agreement immediately upon written notice to the Defaulting Party. Termination of this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Agreement or at law or in equity.
4. Confidentiality4.1 Confidentiality and Nondisclosure. Each party (each, a “receiving party”) agrees that it shall not permit unauthorized access to, agrees to maintain the confidentiality of, and agrees to use the same level of care to prevent disclosure of, confidential information received from the other party (the “disclosing party”), as it employs to avoid disclosure, publication or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care. The receiving party, however, may disclose confidential information to its employees, directors, officers, affiliates, agents, contractors, attorneys, and/or professional advisors, who have a need to have access to the confidential information in relation to the Training (collectively, “Representatives”). The receiving party will be responsible for use or disclosure of confidential information by any Representative to the same extent as if the receiving party itself caused such use or disclosure. The disclosing party will retain title to and ownership of all of its confidential information at all times. Except as expressly stated herein, nothing in this Agreement will be deemed to be a grant by the disclosing party of a license or other interest in the confidential information, including, without limitation, patent rights, copyrights, rights in trademarks, or other proprietary rights. Each party acknowledges and agrees that the use or disclosure of confidential information in violation of this Agreement may cause the disclosing party irreparable harm. Therefore, in the event of a violation or threatened violation by the receiving party of this Section 4.1, in addition to any other remedies available to the disclosing party at law, in equity, or otherwise, the disclosing party will be entitled to seek an injunction or other equitable relief restraining the receiving party from violating the provisions of this Section 4.1, and the receiving party will not assert that it has an adequate remedy at law for such violation or threatened violation.
4.2 Exclusion. Confidential information will not include information that (a) is or becomes publicly available other than through the receiving party, (b) is in the receiving party's possession prior to the time of disclosure, (c) is acquired by the receiving party from a third party, who provides the information without breaching any express or implied obligations or duties to the disclosing party, (d) is disclosed by the receiving party with the disclosing party’s prior specific written consent, (e) is independently developed by the receiving party without reference to confidential information, or (f) is disclosed in response to a valid order, or request of a court or other governmental body; provided, however, that unless prohibited by law or regulation, the receiving party will first give the disclosing party notice of any such order, inquiry or request so that the disclosing party may seek an appropriate protective order.
6. Ownership6.1 Ownership of Materials. Company and/or its licensors retain all right, title, interest and ownership of, any and all products and materials used, provided or made available to Client by Company under this Agreement, including, without limitation, all written materials, tutorials, workbooks, audio, video and other materials (collectively, the “Materials”). Subject to the terms and conditions of this Agreement and payment of all fees, Company hereby grants to Client a limited, non-exclusive, non-transferable and non-sublicensable license to use the Materials for personal use only, and Client may not share such Materials with any third parties. Except for the rights expressly granted to Client in this Agreement, all such Materials that are provided or made available, all work product that is developed, and all modifications, compilations, and derivative works thereof, and all intellectual property and proprietary rights pertaining thereto, are and shall remain the property of Company and its respective licensors.
6.2 Company Trademarks. Company retains all right, title and interest in and to all trademarks, service marks, and trade names owned or licensed by Company, and no right, title or interest in or to Company’s trademarks, service marks, or trade names is granted to Client hereunder. All uses of Company’s trademarks, service marks, or trade names shall inure solely to the benefit of Company or its licensors.
7. Disclaimer of WarrantiesCOMPANY MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE TRAINING, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TRAINING (INCLUDING ALL MATERIALS) IS PROVIDED BY COMPANY ON AN “AS-IS” BASIS. CLIENT ACKNOWLEDGES AND AGREES TO BE THE SOLE PARTY RESPONSIBLE FOR ASSUMPTION OF ALL RISK INVOLVED IN CONNECTION WITH THE TRAINING.
8. Limitation of LiabilityCOMPANY’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEE PAYABLE BY CLIENT TO COMPANY. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Independent ContractorCompany is an independent contractor and will determine the method, details and means of providing the Training. No party shall have the authority to bind, represent or commit the other. Nothing in this Agreement shall be deemed or construed to create a joint venture or agency relationship between the parties for any purpose. Nothing contained herein shall give or is intended to give any rights of any kind to any third persons.
10. Force MajeureNotwithstanding any other provision of this Agreement, neither party is liable for any failure to perform, or delay in performing, any particular obligations under this Agreement where the failure or delay arises from any cause or causes beyond its reasonable control, including without limitation fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders or rebellions (“Force Majeure Event”). In the event of a Force Majeure Event, the parties agree to discuss how to resolve the issue.
11. Dispute ResolutionIn case of a dispute between the parties relating to or arising out of this Agreement, the parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Chicago, IL. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. Each party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Claims regarding intellectual property and/or breach of confidentiality will not be subject to arbitration and may, as an exception to this Section, be litigated.
12. Governing LawThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. With respect to claims regarding intellectual property and/or breach of confidentiality, each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in Chicago, IL.
13. AssignmentClient may not assign, by operation of law or otherwise, its rights or obligations under this Agreement without the prior written consent of Company. This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.
14. GeneralAny notice required or given to Client under this Agreement shall be delivered by electronic mail at the e-mail address provided by Client. No waiver of any of the terms of this Agreement will be valid unless in writing and designated as such. Any forbearance or delay on the part of either party in enforcing any of its rights under this Agreement will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect. The headings and titles of the paragraphs of this Agreement are not part of this Agreement, but are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein. Any provision of this Agreement which, by its nature, would survive termination or expiration of this Agreement will survive any such termination or expiration of this Agreement. This Agreement constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties.