This Agreement is between You and znanja Inc. ("znanja"). znanja is located at 352 East River Road, New Glasgow, Nova Scotia, Canada, B2H 3P7. This Agreement is effective as of the date and time that You complete the znanja registration process (the "Effective Date").

Your use of the znanja Webpage and the services that its makes available from time to time (each, a “Service”) is governed by this Agreement. It is Your responsibility to review this Agreement carefully.

In this Agreement, “You” means the individual or entity who accepts this Agreement and uses the Services.

znanja is in the business of (a) electronically producing and distributing training materials; and (b) providing an electronic private portal (also known as a self registration portal or sometimes as a storefront) for you to market content to others. You have developed or own training materials or other content (a “Work”) and wish to engage znanja to provide an electronic private portal to facilitate Your storage and/or distribution and/or license of the Work to third parties; or You seek to use znanja and its Services to purchase content from znanja or from those who have uploaded content to znanja. znanja’s private portal is located via its website znanja.com and includes and related pages (collectively, the “Webpage”).

By using znanja, you acknowledge that you have read this Agreement and agree to be bound by it. Please read the terms of this Agreement below.

1. If you upload a Work to the Webpage, then You represent, warrant, and agree that:

   1. You hold and will continue to hold all intellectual property and any other proprietary rights in any such Work;

   2. the Work, and the posting thereof on the Website, does not infringe any intellectual property rights of any third party;

   3. the Work does not contain any scandalous, libelous or unlawful matter;

   4. the reproduction of the Work by purchasers, licensees, or downloaders of your Work, or the exercise of znanja's rights under this Agreement, does not constitute an infringement of Your moral rights, or the moral rights of any third party;

   5. You have the power and authority to grant the rights to any third party granted via the Webpage;

   6. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of the Work;

   7. you will indemnify znanja in respect of any claims in respect of the accuracy, quality, integrity, legality, reliability, appropriateness, of the Work;

   8. when providing znanja with the Work or posting the Work on the Webpage, You grant znanja a non-exclusive, worldwide, royalty-free, license to znanja to reproduce the Work to facilitate the storage of Your Work and any distribution of Your Work;

   9. you will indemnify znanja in respect of any claims that the Work, or any portion thereof, infringes any right of any third party; and

   10. You have full power and authority to enter into this Agreement.

2. If You purchase, license, or download a Work from the Webpage, either from znanja or from a party that uploads a Work to the Webpage, or from the Webpage regardless of the party who uploaded the Work to the Webpage, then You agree that:

   1. znanja shall have no responsibility or liability for the accuracy, quality, integrity, legality, reliability, appropriateness, of the Work;

   2. znanja shall have no responsibility or liability in respect of any claim that the Work infringes any right of any third party; and

   3. You have full power and authority to enter into this Agreement.

3. In any respect, if you use the Services, then you agree that:

   1. znanja shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Work;

   2. znanja reserves the right to remove any Work, without incurring any liability;

   3. znanja has no control over, and shall have no liability for, the ownership, quality, legality, accuracy, or any other aspect of the Work sold, licensed or downloaded, or the ability of a seller, licensor, or uploader to sell, license or upload the Work or the ability of a buyer, licensee, or downloader to pay;

   4. znanja does not screen or verify any Work offered for sale or the qualifications of any subscriber. Consequently, You should communicate directly with potential transaction partners and use your judgment in making decisions regarding the people with whom You transact; and

   5. znanja may immediately suspend or terminate any user who allegedly has infringed on the rights of a third party or violated proprietary rights laws.

4. If You have evidence or have a good faith belief that intellectual property rights have been violated and You want znanja to delete the content in question, You must provide znanja with all of the following information:

   1. an electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

   2. identification of the Work;

   3. identification of the material that is to be removed and information reasonably sufficient to permit znanja to locate the material;

   4. information reasonably sufficient to permit znanja to contact You including an electronic mail address at which You may be contacted;

   5. a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

   6. a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, You must provide it to znanja’s designated agent at: support@znanja.com.

Fees, Payments and Subscription

5. You agree to pay all fees and charges, and any other charges incurred in connection with your use of any Service which znanja may now or in the future charge in connection or associated with your use of the Services ("Subscription"), and any modifications or additions thereto (collectively, "Subscription Fees").

6. If your Subscription includes access to premium services (for example a storefront), your access to such areas may be subject to additional fees, terms and conditions, which will be separately disclosed in such areas.

7. All Subscription Fees are exclusive of any applicable taxes and other charges of any kind (unless otherwise specifically stated herein) and You are solely responsible for the payment of any such taxes and other charges which may be imposed on Your Subscription (other than franchise taxes and taxes based on znanja’s income, which shall be paid by znanja).

8. Subscription Fees will be billed at the beginning of Your Subscription and on any renewal thereof. The Subscription Fees currently in effect can be found on the Webpage.

9. Unless znanja states in writing otherwise, all fees and charges are nonrefundable. znanja may change the fees and charges then in effect, or add new fees or charges, by giving You notice in advance. If You are unwilling or unable to accept and promptly pay when due any such modifications or additions to the Subscription Fees, znanja may, at its absolute discretion, terminate your Subscription with znanja and immediately stop providing its products and services. Unless such termination occurs, by continuing your Subscription after any such modifications or additions to Subscription Fees, You accept and agree to pay all such modifications or additions to the Subscription Fees.

10. If You provide Work to third parties through znanja, (a) znanja reserves the right to refund the price paid by such third parties to in response to complaints or requests, in znanja’s sole discretion and (b) if znanja does so, znanja will deduct any such refunded amounts from any amounts to be paid to You by znanja until znanja has fully recovered the refunded amounts.

11. Where amounts are due to You as a result of sales of your Work that You make through znanja:

    1. An account of the sales of the Work shall be made every six months to the 30th day of June and the 31st day of December in each year and a report shall be sent together with any royalties or other moneys due to You on the following first day of November and first day of May, respectively, except that no settlement need be made if moneys due on a specified date amount to less than $100.

    2. During the first 6 months following publication, znanja shall have the right to withhold actual returns received between the end of the accounting period and the payment date, or 20% of sales for the accounting period, whichever is greater, as a reserve against returns.

    3. If You have received an overpayment of royalties or other moneys payable under this Agreement, or are otherwise indebted to znanja, znanja may deduct the amount of such overpayment or other indebtedness from any further sums which may accrue to You under this Agreement.

12. Your Subscription will renew automatically, unless it is cancelled in accordance with this Section. You must cancel your Subscription before it renews in order to avoid billing of Subscription Fees for the renewal term to your credit card. We may cancel Your Subscription at any time by notifying You. You may cancel Your Subscription at any time by calling Customer Service at 1 (902) 755-1884 by visiting your “Account” page on the Webpage and disabling the auto renew function. Termination will be effective as of the end of the then-current monthly term. We do not accept cancellations by mail or email or by any other means other than calling Customer Service.

13. znanja may terminate Your Subscription at any time without cause and, in such event, the termination will be effective as of the last day of the period for which Subscription Fees have been paid. Without limitation to any of its rights hereunder, znanja reserves the right to immediately suspend or terminate Your Subscription if znanja determines in its sole discretion that You have breached or repudiated (or are at risk of breaching or repudiating) any provision of this Agreement, if znanja is required to do so by law, or if the provision of the Subscription, Webpage, software or Services to You by znanja is, in znanja’s opinion, no longer commercially viable. If znanja suspends your account and You fail to remedy the condition underlying such suspension to znanja’s satisfaction within thirty (30) days after znanja sends You notice of such suspension, Your Subscription shall be immediately terminated, without the need for further notice. znanja shall not be liable to You for any amount (including, without limitation, any refund of Subscription Fees) in the event of any suspension or termination of Your Subscription.

14. Termination or expiration of Your Subscription for any reason shall not release either party from any liabilities or obligations set forth in this Agreement that (i) the parties have expressly agreed shall survive any such termination or expiration or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. This provision shall survive the expiration or earlier termination of Your Subscription.

15. In the event of any termination or expiration of Your Subscription, all of your data related to Your Subscription (including any Work) may be deleted by znanja from any servers or other hardware directly controlled by znanja. It is Your responsibility to retain copies or backups of any data (including any Work) related to Your Subscription.

16. It is not the intention of the parties hereto for this Agreement to, and this Agreement shall not be deemed to, confer a third party beneficiary right of action upon any third party or entity whatsoever including but not limited to any of your learners or customers, and nothing in this Agreement will be construed to confer upon any such third party other than the Parties hereto a right of action under this Agreement or otherwise.

17. We will bill all charges automatically to your credit card. You must provide znanja with a valid credit card issued by a card issuer acceptable to znanja (such card, together with any other credit cards subsequently designated by You and accepted by znanja and pay all fees with this card). If You subsequently want to use a different credit card or there is a change in credit card validity or expiration date, or if You believe someone has accessed a Service using your user name and password without your authorization, You must contact us immediately. You are responsible for any fees or charges incurred to access a Service through an Internet access provider or other third-party service.

18. If any payment of the Subscription Fees due is not received by znanja from your payment card issuer or its agents, You agree to pay all amounts due upon demand by znanja. In the event that You do not provide znanja with a valid payment card number, your payment card does not have sufficient credit or funds, your payment card is otherwise invalid or You do not pay all Subscription Fees when due, You will and will be deemed to be in violation of this Agreement, and znanja may, at any time, at its option and in its sole discretion, suspend or terminate Your Subscription, and/or pursue all available remedies at law or equity.

19. You acknowledge and agree that znanja is entitled to set off or withhold the amount of all or any part of amounts due or owing under this Agreement or any damages resulting from znanja’s breach of this Agreement reasonably proven or awarded against any payments owed by You to znanja under this Agreement or otherwise.

Your Use of the Webpage

20. Registration data and other information about You are subject to our privacy policy. Your information may be stored and processed in Canada or any other country where znanja has facilities, and as a member, You consent to the transfer of information outside of Your country.

21. If You access a Service using a password, You are solely responsible for maintaining the confidentiality of that password. If You provide someone else with access to your password to a Service, they will have the ability to view information about your account and make changes through the website for the Service. You agree to notify us promptly if You change your address or email so we can continue to contact You and send any notices required hereunder. If You fail to notify us promptly of a change, then any notice we send to your old address or email shall be deemed sufficient notice.

22. There are a number of things You can’t use znanja for. We reserve the right to terminate your account and/or remove any Work if we believe that You are doing anything unscrupulous. These are “Prohibited uses” and include:

    1. violating or attempting to violate any webpage security features;

    2. attempting to breach security or authentication measures;

    3. accessing content not intended for You;

    4. tracing or seeking to trace any information on any znanja user or visitor;

    5. attempting to interfere with anyone’s use of znanja;

    6. submitting to the Webpage any program designed to interrupt znanja’s ability to offer its products and services;

    7. attempting to reverse-engineer or otherwise access, read and/or recreate znanja’s source;

    8. distributing content that is unlawful or otherwise objectionable;

    9. infringes on the rights of others;

    10. harming, or attempting to harm, minors in any way;

    11. falsely stating your affiliation with a person or entity; and

    12. if any of your representations or warranties contained herein are false or if you breach any term of this Agreement.

23. znanja provides its Webpage and software on an “As Is” And “As Available” basis. znanja disclaims any express, implied or statutory warranty in connection with your use of znanja. Specifically, znanja does not warrant that its products and Services will meet Your requirements Or that Your use of the Services will be uninterrupted, secure or error-free Or that Your use of the Services will be free of viruses Or the accuracy, completeness, correctness, timeliness, or usefulness of any information, programs, products, or services or other material provided through znanja. znanja will never provide a warranty to You about these things.

24. You acknowledge and agree that znanja owns all right, title and interest in and to any Webpage content and software, and that such Webpage content and software is protected by copyright. znanja does not transfer any right or interest in or to the Webpage content or the software to You.

25. You agree that You assume all responsibility for any risk and damage caused by your use – or inability to use – znanja and any content accessed through znanja.

26. You agree that any content obtained or accessed through znanja is done at your own risk and discretion and that You – and only You – are responsible for any damage that results from your use of znanja.

27. You are responsible for the selection and use of and results obtained from znanja. Unless otherwise required by applicable law, znanja shall not be liable for any indirect, special, exemplary, incidental or consequential damages or any damages resulting from the use of znanja, however caused including, without limitation, damages for personal loss or damage, loss of business profits, business interruption, loss of business information or other pecuniary loss, lost data, loss of computer time, failure to realize expected savings, and any other commercial or economic loss of any kind and arising in consequence of znanja performance, failure to perform, or other breach under this Agreement, irrespective of whether znanja has advance notice of the possibility of such damages. znanja's total liability including, but not limited to, any possible liability for indemnity, defence and hold-harmless obligations shall not exceed the total amount paid BY you to znanja under this agreement.

28. znanja has no control over any third party Internet sites, whether or not they are controlled by entities that are affiliates or partners of znanja. As such, znanja shall have no responsibility or liability of any type for any such third party sites.

29. You agree and acknowledge that during your use of znanja's Services You will agree to comply with all applicable laws, regulations and rules. This includes, but is not limited to, laws regarding the proprietary rights of others.

30. You agree that restriction or monitoring of a minor's access of Webpage is your responsibility, not znanja's.

31. You will indemnify znanja against all claims, losses, costs and damages that znanja may incur by reason of any breach or alleged breach of Your representations and warranties and in respect of any claim as a result of the Work. This indemnity will extend regardless of who is using or has used your account.

32. If You have a dispute with one or more users, You release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In agreeing to this release You expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Other provisions relating to Your Agreement with znanja

33. This Agreement will remain in effect and full force until otherwise replaced or revoked by znanja. From time to time, znanja may decide to change the terms and conditions and znanja can do so without notice, except as provided for herein. When znanja does, znanja will publish the changes in a conspicuous place on the Webpage and they also will appear in this document, which You can access through your account. The changes will be effective immediately on such posting and will modify this Agreement between us. By continuing your Subscription after any such changes You have signified that You accept and agree to be bound by the changes as modified. If You are unwilling or unable to accept and comply with any changes to this Agreement, You must terminate your Subscription with znanja and immediately stop using znanja. If You terminate your Subscription by rejecting the Agreement as modified, the termination will be effective as of the last day of the period for which Subscription Fees have been paid.

34. You agree to use znanja’s Services in accordance with this Agreement. If znanja specifically provides permission for You to deviate from the terms of this Agreement, it will do so in writing, absent which, no such deviation is permitted.

35. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

36. znanja shall not be liable for any delay or failure in performance due to force majeure, which shall include acts of God, earthquake, labour disputes, and changes in law, regulation or government policy, riots, war, fire, epidemics, transportation difficulties or other occurrences which are beyond znanja's reasonable control.

37. This Agreement is entered into with the understanding that it embodies the entire agreement between You and znanja pertaining to the subject matter of this Agreement and there are no representations, warranties or other commitments pertaining to the subject matter of this Agreement that are not embodied in this Agreement.

38. This agreement shall be construed in accordance with the laws of the Province of Nova Scotia and the Federal laws applicable therein. The parties hereby attorn to the exclusive jurisdiction of the courts of Nova Scotia and the Federal courts applicable therein.

39. If You have any questions concerning this Agreement You may contact znanja by writing to:

    President
    352 East River Road
    New Glasgow, NS
    Canada
    B2H 3P7

[End of Agreement].