Membership T&C - Rev 6/10/2017
Illuminositi, Inc. Course Provider Membership Terms & Conditions
Agreement between Course Provider and Illuminositi, Inc.
BooqSmart.comTM is owned and operated by Illuminositi, Inc. ("BooqSmart.comTM", "BooqSmartTM", or "we"). This web site ("Site") is intended for your commercial use. This Agreement describes the terms and conditions applicable to the Cost-Per-Lead (CPL) service available through this Site. This Agreement describes your responsibilities and, among other things, limits the liability of Illuminositi, Inc. BEFORE SUBMITTING A COURSE PROVIDER ACCOUNT REGISTRATION FORM AND/OR USING ANY OF THESE SERVICES, PLEASE READ ALL OF THIS AGREEMENT CAREFULLY. BY ACCESSING ANY AREAS OF THIS SITE, USERS ("USERS" OR "YOU") AGREE TO BE LEGALLY BOUND WITHOUT LIMITATION, QUALIFICATION, OR CHANGE AND TO ABIDE BY THESE TERMS AND CONDITIONS, WHICH WILL CONSTITUTE OUR AGREEMENT ("AGREEMENT"). If at any time you do not agree with any part of this Agreement, YOU MUST DISCONTINUE USE OF THIS SITE. Illuminositi, Inc. reserves the right, in its sole discretion, to amend, modify, or alter this Agreement at any time by posting the amended terms on this Site. We recommend that you review these terms and conditions periodically. The amended terms shall be effective from and after the date that they are posted on the Site. This Agreement may not otherwise be amended except in writing signed by both parties. Illuminositi, Inc. incorporates herein, by reference, its' PYB!™ Terms and Conditions.
WITHOUT LIMITATION OF ANY OTHER PROVISIONS OF THIS AGREEMENT, YOU MAY NOT USE THIS SITE FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT AND/OR ANY APPLICABLE ADDITIONAL TERMS. YOUR ACCESS TO THIS SITE MAY BE TERMINATED IMMEDIATELY IN Illuminositi, Inc.'S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THIS AGREEMENT AND/OR ADDITIONAL TERMS, OR FOR ANY OTHER REASON, OR NO REASON.
Table of Contents
ILLUMINOSITI, INC. COURSE PROVIDER CPL BRONZE MEMBERSHIP AGREEMENT: General Terms and Conditions
Description of Bronze Membership Service
CPL Compensation
Ownership Rights
Relationship of Parties
Confidential Information
Indemnity
General Limitation of Liability
Indemnification
Governing Law
Duration and Termination
Entire Agreement
Effect of Partial Invaliditys
Paragraph 1: Description of Bronze Membership Service
ILLUMINOSITI has developed an Internet marketplace designed to generate quality Internet leads at a guaranteed cost-per-lead price. ILLUMINOSITI may generate leads by posting approved CLIENT information on ILLUMINOSITI web sites (including BooqSmart.com), affiliate web sites, pay-per-click search engines, and other marketing opportunities. Information to be posted may be in the form of photos and/or copy. Visitors to said web sites who desire additional CLIENT information or who desire to contact CLIENT’s in our marketplace, will be directed to a CLIENT contact page to be filled in by the Visitor with their qualifying information, for the implicit desire to be contacted by CLIENT.
Paragraph 2: CPL Compensation
By creating a Course Provider account, CLIENT has chosen a "FREE" listing on the BooqSmart.com site, under the Bronze Membership. The Client is not obligated to purchase Leads, but IF CLIENT chooses to purchase qualified leads on a per lead basis (a lead is defined as any completed CLIENT contact page received from an interested, motivated, and qualified student seeking training at the CLIENT's specific facility) under the free Bronze Membership, the CLIENT will be charged a pre-set fee per qualified lead purchased. ILLUMINOSITI will strive to generate "CLIENT specific" inquiries/leads each month, but does not guarantee the results. The Client will be notified by email or mobile application of incoming leads so that the CLIENT may review the inbound leads prior to purchase. CLIENT may choose to purchase leads on à la carte basis, or NOT purchase any leads at all. The CLIENT will always remain in complete control of their purchases from their Management Portal. CLIENT will only be billed for the actual number of leads they do purchase. There are NO minimums set for use of the site or participation under our free Bronze Membership. CLIENT agrees to make payment to ILLUMINOSITI, if and when, a purchase is made by Client via Credit Card at the time of purchase.
Paragraph 3: Ownership Rights
ILLUMINOSITI shall retain all right, title and interest in and to all information (“Content”) posted on the ILLUMINOSITI site (including BooqSmart.com), except for the Content CLIENT provides to ILLUMINOSITI for posting on the web sites, to which CLIENT retains all right, title and interest. Subject to the terms and conditions contained herein, CLIENT hereby grants to ILLUMINOSITI a non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content CLIENT provides to ILLUMINOSITI and affiliate web sites. Both ILLUMINOSITI and CLIENT shall retain all right, title and interest in and to their respective trademarks, service marks and trade names, worldwide, subject to the limited license CLIENT grants to ILLUMINOSITI as stated herein.
Paragraph 4: Relationship of Parties
Nothing contained in this agreement shall be construed as creating any partnership, joint venture, agency, trust, or employment between the parties hereto. The parties intend that an independent contractor relationship will be created by this agreement. CLIENT is interested in the results of the work and the control of the work will lie solely with ILLUMINOSITI.
Paragraph 5: Confidential Information
The parties understand that they may have access to or receive confidential information from or concerning the other party during the term of this agreement, and the parties agree that they will not disclose or use such confidential information, except in the performance of this agreement. Confidential information shall be defined as follows: All billable leads* and any information concerning those leads, and any business, technical, academic or financial information from or concerning the parties. *NOTE: Any lead(s), that is billed to the CLIENT for which the client fails to remit payment shall remain the property of ILLUMINOSITI and may be sold by ILLUMINOSITI to a third party.
Paragraph 6: Indemnity
Each party agrees to indemnify, release, discharge and hold the other party, its successors and assigns and affiliated corporations, harmless, and agrees to defend the other party from and against any and all liabilities, losses, damages, claims (including workers’ compensation claims), lawsuits, causes of action, and expenses associated herewith (including reasonable attorney’s fees in defending against any such claim or lawsuit) caused or asserted to have been caused, directly or indirectly, by the negligence or willful misconduct of the party, its officers, employees, or agents, in its performance under this agreement.
Paragraph 7: Governing Law
This agreement and the rights of the parties hereunder shall be governed by and enforced in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. All disputes between the parties shall be resolved by mediation and/or by litigation exclusively in the State or Federal Courts located in Lee County in the State of Florida.
Paragraph 8: Duration and Termination
Either party may terminate this agreement upon sixty days’ written notice; otherwise, the terms and conditions of this agreement will remain in force on an on-going basis. Upon termination, CLIENT shall be responsible to pay ILLUMINOSITI for all charges incurred through the end of the 60-day notice.
Paragraph 9: Entire Agreement
Unless otherwise specified herein, and/or the Execution between the Parties of a complementing “Place Your Bid! Reverse Auction Service User Agreement”, this agreement constitutes the entire agreement between ILLUMINOSITI and CLIENT with respect to this service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between CLIENT and ILLUMINOSITI with respect to this service. Any prior understanding or representation of any kind shall not be binding upon either party except to the extent incorporated in this agreement. Any modification of this agreement or additional obligation assumed by either party in connection with the agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.
Paragraph 10: Effect of Partial Invalidity
The invalidity of any portion of this agreement shall not be deemed to affect the validity of any other provision. In the event that any other provision of this agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force as if they had been executed by both parties subsequent to the invalid provision being expunged.
THIS CONSTITUES THE ENTIRE COURSE PROVIDER MEMBERSHIP TERMS AND CONDITIONS.