Blockchain Intelligence Group (BIG) Terms of Service for Training provided by BIG

Last Updated: November 26, 2018

Please carefully read these Terms of Service (these “Terms of Service”) before consuming training provided by BIG Blockchain Intelligence Group. These Terms of Service are a binding contract between BIG Blockchain Intelligence Group Inc. dba Blockchain Intelligence Group Inc. (“BIG”) and Customer (defined below) and govern Customer’s use of training from BIG. These Terms of Service exempt BIG and other persons from liability or limit their liability, specify the jurisdiction for resolution of disputes and contain other important provisions.

If you are Customer, then by consuming training from BIG, you agree to be bound by these Terms of Service. If you are an authorized representative of Customer, then by consuming training from BIG on behalf of Customer, and each time you consume training from BIG on behalf of Customer, you confirm Customer’s agreement to be bound by these Terms of Service, and you represent and warrant that you have legal authority to agree to these Terms of Service on behalf of Customer.

If Customer does not agree to these Terms of Service, then neither Customer nor any person on behalf of Customer may consume training from BIG.

  1. Introduction
    1. Application: These Terms of Service are a binding agreement between BIG and Customer (collectively the “Parties” and each a “Party”) and govern Customer’s  consumption of training from BIG and related matters. These Terms of Service apply regardless of the method (e.g. website or mobile app) used by Customer to  consume training from BIG and whether or not Customer pays any fee for consuming training from BIG or applies for an Account.
    2. Definitions: In these Terms of Service, the following capitalized terms have the following meanings and other capitalized terms have the meanings set out elsewhere in these Terms of Service:
      1. Account” means a valid and subsisting account for consuming training from BIG.
      2. Authorized User” means an individual (natural person) who is authorized by Customer to consume training from BIG on Customer’s behalf, provided that if Customer is an individual then each reference to “Authorized User” includes Customer.
      3. Customer” means the person (including an entity) that consumes training from BIG or an individual (i.e. an Authorized User) to consume training from BIG on behalf of Customer.
      4. Data Interface” means an application programming interface or other kind of technology interface that is designed to be used to consume training from BIG.
      5. Order Form” means a paper or electronic document that specifies the details of a Subscription purchased by Customer under these Terms of Service and is either issued or made available to Customer by BIG or BIG’s authorized channel partner or signed by both Customer and BIG or BIG’s authorized channel partner.
      6. Representatives” means directors, officers, partners, employees, contract workers, agents and other personnel and representatives. Customer’s Representatives are deemed to include all Authorized Users.
      7. Subscription” means Customer’s valid and subsisting subscription for consuming training from BIG.
    3. Changes to these Terms of Service: BIG may change these Terms of Service at any time and without any notice to Customer by posting the changed Terms of Service on the BIG training website at www.training.cryptoinvestigatortraining.com. The changed Terms of Service will be effective immediately on posting on the BIG training website, unless the changed Terms of Service expressly state otherwise. Customer is solely responsible for checking the “Last Updated” date at the top of these Terms of Service and reviewing any changes since the previous version. By  consuming training from BIG after these Terms of Service have been changed by BIG, Customer signifies Customer’s agreement to the changed Terms of Service. Customer may not change, supplement or amend these Terms of Service in any manner.
    4. Changes to BIG training: BIG in its discretion may change the functionality or  content of BIG’s training from time to time without any notice or liability to Customer or any other person.
  2. Permitted/Prohibited Users
    1. Age/Capacity: An individual may not consume training from BIG unless the individual is of legal age (the age of majority) in the jurisdiction in which the individual is located (which in most jurisdictions is either 18 or 19 years of age) and is capable of forming a binding contract under applicable law. A legal entity may not  consume training from BIG unless the entity has all requisite power, capacity, authority and approvals required for the entity to lawfully accept these Terms of Service, and to lawfully perform the entity’s obligations and lawfully exercise the entity’s rights under these Terms of Service.
    2. Prohibitions: Unless BIG expressly agrees in writing otherwise, a person (including an individual or an entity) may not consume training from BIG if the person is prohibited by applicable law from consuming training from BIG or if BIG previously prohibited the person from consuming training from BIG, terminated an Account previously held by the person or refused to activate an Account for the person, or terminated any other agreement between the person and BVS. Each person who wishes to consume training from BIG is solely responsible for determining whether their consumption of training from BIG is lawful and complies with these Terms of Service.
    3. Representations/Warranties by Customer: By consuming training from BIG or applying for an Account, Customer represents and warrants that:  Customer is eligible to consume training from BIG as set out in section 2.1, and is not prohibited from consuming training from BIG as set out in section 2.2; and  Customer’s acceptance of these Terms of Service and performance of Customer’s obligations and exercise of Customer’s rights under these Terms of Service will not conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) now or in the future owed by Customer to any other person.
    4. Verification of Customer Information/Documents: By consuming training from BIG or applying for an Account, Customer consents to BIG making reasonable inquiries and investigations (including inquiries with credit reporting agencies, public databases and government agencies) that BIG considers appropriate to verify the information and documentation provided by or on behalf of Customer. On request by  BIG at any time, Customer will provide BIG with the information and documentation reasonably required for BIG to verify the information or documentation provided by or on behalf of Customer.
    5. Reservation: Notwithstanding any other provision in these Terms of Service, BIG reserves the right in its discretion and for its sole convenience to refuse to allow any person to consume training from BIG or to revoke any previously granted permission to consume training from BIG.
  3. Account, Credentials and Authorized Users
    1. Account
      1. General: Customer may be required to have an Account in order to access certain aspects or functionalities of training from BIG. Customer may have only one (1) Account. Subject to these Terms, Customer may apply for an Account using the processes made available for that purpose by BIG. BIG in its discretion may accept or reject Customer’s application for an Account. The aspects or functionalities of training from BIG available to Customer may vary depending on the nature of Customer’s Account. Customer’s Account is personal to Customer, and may not be shared with or used by any other person. Customer is fully responsible and liable for all use and misuse of Customer’s Account (including all transactions using Customer’s Account) and for all resulting loss, damage and liability. Customer will not permit any person (other than Authorized Users) to use Customer’s Account. Customer will immediately notify BIG if there has been any unauthorized use of Customer’s Account.
      2. Suspension/Deactivation of Account: Customer for its sole convenience may give notice to BIG at any time requesting that BIG temporarily suspend or permanently deactivate Customer’s Account. BIG for its sole convenience may temporarily suspend Customer’s Account at any time effective immediately without any notice to Customer or any other person. BIG may permanently deactivate Customer’s Account if the Account has not been used for more than ninety (90) days. If Customer’s Account is temporarily suspended or permanently deactivated by BIG for any reason (other than because the Account has not been unused), then Customer may not create another Account without BIG’s express prior written consent.
    2. Credentials: Access to and use of Customer’s Account will require use of valid and subsisting unique identifiers registered with BIG (collectively “Credentials”). Credentials are specific to Customer, and may not be shared with or transferred to any other person. Customer will, and will ensure that each Authorized User will, keep Credentials secure and confidential at all times, not permit any person (other than Authorized Users) to use Credentials, and immediately notify BIG if Customer or the Authorized User knows or suspects that Credentials have become known to or used by any other person. Customer is fully responsible and liable for the security of all Credentials and all use and misuse of Credentials. BIG in its discretion may require Customer to change Credentials from time to time.
    3. Authorized Users
      1. General: Customer will access and consume training from BIG only through one or more Authorized Users. Customer is fully responsible and liable for all acts, omissions and liabilities by or on behalf of each Authorized User and each Authorized User’s consumption of training from BIG. Customer will ensure that each Authorized User accesses and consumes training from BIG on behalf of Customer only and strictly in accordance with the restrictions and requirements set out or referenced in these Terms of Service.
      2. Restrictions/Requirements: To be an Authorized User, an individual must be of legal age (the age of majority) in the jurisdiction in which the individual is located (which in most jurisdictions is either 18 or 19 years of age) and is capable of forming a binding contract under applicable law. Unless BIG expressly agrees in writing otherwise, an individual may not be an Authorized User if  BIG has previously prohibited the individual from consuming training from BIG. BIG reserves the right in its discretion to refuse to permit any individual to be an Authorized User, and to restrict, suspend or terminate (in whole or in part) any Authorized User’s permission to consume training from BIG at any time and without any notice to Customer or the Authorized User. By authorizing an individual to be an Authorized User, Customer represents and warrants that the individual is eligible to be an Authorized User as set out in this section 3.3.
    4. Instructions/Authority: BIG may accept and act on any information or instruction provided through Customer’s Account or given by an Authorized User using Credentials. BIG is not under any obligation to verify the actual identity or authority of any person accessing or using Customer’s Account or Credentials, but BIG in its discretion may do so and may deny access to Customer’s Account or refuse to accept or act on any information or instruction if BIG is not satisfied with the verification.
  4. Subscriptions
    1. Details: Customer may order a Subscription using the ordering process made available for that purpose by BIG. The details of each Subscription will be selected by Customer during the ordering process and set out in an Order Form.
    2. Term of Subscription: Unless the Order Form expressly states otherwise, a Subscription is time limited and will subsist until the indicated time limit of the Subscription has lapsed or the Subscription is terminated in accordance with these Terms of Service.
  5. Other Matters
    1. Accurate Information: Customer will ensure that all information (including Customer’s name, email address and other contact details, and Customer’s payment information) provided by or on behalf of Customer or an Authorized User to BIG (including information in Customer’s application for an Account and information in Customer’s Account) is true, accurate, current and complete, and Customer will update that information from time to time so that it remains true, accurate, current and complete. BIG will rely on the information provided by or on behalf of Customer or an Authorized User. Customer is and will remain fully responsible and liable for all loss, damage and liability (including additional costs) that Customer, BIG or any other person may incur as a result of the submission by or on behalf of Customer or an Authorized User of any false, incorrect or incomplete information or Customer’s failure to promptly update Customer’s information if it changes.
    2. Legal Compliance: Customer will at all times comply with all laws (including laws regarding money laundering, anti-terrorist financing and personal data/information protection) applicable to Customer’s consumption of training from BIG.
    3. Technical Requirements: Customer is solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all compatible equipment (including servers, personal computers and mobile computing devices), software (including compatible browser software) and services (including internet access) necessary for the consumption of training from BIG (including the transmission of data to and from  BIG and related BIG Systems) by or on behalf of Customer and Authorized Users.
    4. Subcontractors/Service Providers: BIG in its discretion may engage subcontractors and service providers (including providers of infrastructure or data centre services) to assist BIG to deliver training and perform BIG’s obligations under these Terms of Service, provided that BIG will remain responsible and liable for delivering training and the performance of all of BIG’s obligations under these Terms of Service.
    5. Notifications: Customer will promptly notify BIG if Customer or any Authorized User:  knows of or suspects any unauthorized access to or consumption of training from BIG or any BIG System; or becomes aware of any complaint, claim or allegation by any person arising from, connected with or relating to the consumption of training from BIG by or on behalf of Customer, and on request by BIG Customer will cooperate with and assist BIG to investigate and respond to the complaint, claim or allegation (as applicable).
  6. Fees and Payment
    1. Fees: Customer will pay to BIG the applicable fees and charges for Customer’s consumption of training from BIG, including the fee for each Subscription purchased by Customer as set out or referenced in the applicable Order Form (collectively “Fees”). For greater certainty, Fees for a Subscription may include recurring payments (such as top up payments) due either on a periodic basis or when a specified event occurs, as set out or referenced in the applicable Order Form. Fees (including top up amounts) are payable in advance and are non-refundable. BIG in its discretion may change Fees from time to time, provided that a change in Fees will not be retroactive. By consuming training from BIG after Fees have been changed by BIG, Customer signifies Customer’s agreement to the changed Fees.
    2. Taxes: Fees are exclusive of all applicable federal, state, provincial or municipal sales, use, value-added, property, excise, import, foreign, withholding or other governmental taxes, duties, charges, levies, fees, excises, tariffs and assessments of any nature whatsoever now or hereafter imposed by any governmental authority in Canada or any other jurisdiction, including any interest, additions to tax or penalties applicable thereto (collectively “Taxes”). Customer is solely responsible and liable for, and will pay and remit promptly, all Taxes (other than corporate income taxes payable by BIG) associated with, based on or due as a result of all amounts payable by Customer to BIG. Without limiting the generality of the foregoing in this section 6.2, Customer will pay to BIG all Taxes that BIG is required by law to collect from Customer or to pay for or on behalf of Customer to applicable Tax authorities.
    3. Invoices/Payments: If Customer selects to pay Fees and Taxes by credit card, cryptocurrency or other payment method acceptable to BIG, then BIG will charge Fees and Taxes to the credit card, cryptocurrency account or payment method on the date when the Fees and Taxes are due and payable, and BIG will simultaneously provide (including by email) or make available (through Customer’s Account) to Customer an applicable invoice or payment confirmation. In all other circumstances, BIG will issue to Customer an invoice for Fees and Taxes, which invoice is payable on receipt. Payment obligations are non-cancellable and advance payments are non-refundable, except as expressly set out in these Terms of Service. Any amount due and owing by Customer to BIG will be deemed not paid by Customer unless and until immediately cleared funds have been unconditionally deposited to BIG’s designated bank account free and clear of all restrictions, except for restrictions imposed by BIG’s bank for reasons unrelated to Customer or Customer’s method of payment. All Fees and applicable Taxes are payable in U.S. currency unless the applicable Order Form expressly states otherwise. Customer is solely responsible for all fees and charges (including currency exchange fees and service fees) charged by Customer’s payment service provider. Overdue payments are subject to compound interest at a rate of 1% for each month (12% per annum) or fraction thereof that the payment is overdue, or the highest rate permitted by applicable law, whichever is lower. Except to the extent required by applicable law, all amounts payable to BIG under these Terms of Service are payable in full without any deduction or withholding.
  7. Ownership / Proprietary Rights
    1. BIG’s training: Except for the limited licenses expressly set out in these Terms of Service:  as between the Parties, BIG will at all times solely own and retain all rights, title and interests (including all intellectual property rights) throughout the world in, to and associated with BIG’s training; and  neither Customer nor any other person will acquire any right, title or interest in, to or associated with BIG’s training, any BIG System or any Third Party Data.
    2. Feedback: If Customer or any of its Representatives gives to BIG or any of BIG’s Representatives any feedback (including ideas or suggestions for enhancements or improvements) about BIG’s training, then BIG and its licensors and their respective successors, assigns and licensees may use and commercialize the feedback without providing any compensation to Customer or any other person, and BIG and its licensors and suppliers and their respective successors, assigns and licensees will at all times solely own and retain all rights, title and interests (including all intellectual property rights) throughout the world in, to and associated with all works created, enhanced or improved using or based on the feedback. For greater certainty, Customer and Authorized Users will not include in any feedback any information that is confidential or proprietary to Customer or any other person.
    3. BIG Systems: All BIG Systems and related intellectual property rights are protected throughout the world by international laws and treaties, and may be subject to copyright, patents or patents pending. Notwithstanding any other provision of these Terms of Service, and for greater certainty, under no circumstances will BIG be obligated to provide, nor will Customer or any other person be entitled to directly or indirectly receive, obtain, access or use, a copy of any of the software or other technologies that are part of any BIG System or are otherwise used by or on behalf of BIG to deliver BIG training.
    4. Trademarks: BLOCKCHAIN INTELLIGENCE GROUP® and other related marks are registered or unregistered trademarks of BIG or its licensors. Customer does not have any license or right to use any of those trademarks.
    5. Reservation of Rights: All rights not expressly granted by BIG under these Terms of Service are reserved by BIG.
  8. Disclaimers
    1. General Disclaimer: To the maximum extent permitted by applicable law, and except for the representations and warranties expressly set out in these Terms of Service, BIG training is provided “as is”, “as available” and “with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance (including any representations, warranties, conditions or guarantees of or relating to accuracy, completeness, correctness, durability, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, suitability, timeliness or title), all of which are hereby disclaimed by BIG to the fullest extent permitted by applicable law. Except for the representations and warranties expressly set out in these Terms of Service, no oral or written information or advice given by or on behalf of BIG will create any legally binding or effective representation, warranty, condition or guarantee. Customer is solely responsible and liable for the selection and consumption of training from BIG to achieve Customer’s intended results.
    2. Specific Acknowledgements and Disclaimers: Without limiting section 8.1, and notwithstanding any other provision of these Terms of Service:
      1. Technology and Security: Customer acknowledges that the delivery of BIG training might be affected by circumstances beyond BIG’s control, might not be continuous, uninterrupted or secure, and is subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. BIG is not responsible or liable for any delays or failures or any damage, loss or liability resulting from any of those problems. Customer acknowledges that security measures used by or on behalf of BIG and its subcontractors and service providers might not protect BIG Systems or data stored or processed in BIG Systems against unauthorized access, use or disclosure. BIG is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, any BIG System or any data stored or processed in any BIG System, whether through accident, fraudulent means or devices, or any other method.
      2. No Professional Advice: BIG training does not constitute or include any kind of professional advice, including any legal, financial, investment, accounting or tax advice. Customer is solely responsible and liable for conducting all necessary inquiries and investigations (including conducting appropriate due diligence) and obtaining all appropriate professional advice (including legal, financial, investment, accounting or tax advice) in all relevant jurisdictions to ensure that Customer’s performance of Customer’s obligations and exercise of Customer’s rights under these Terms of Service and the consumption of training from BIG by or on behalf of Customer complies with all applicable laws and best practices in all relevant jurisdictions and does not violate, infringe or misappropriate any rights of any person in any relevant jurisdiction.
      3. Authorized User Misconduct and Credentials / Keys: Customer accepts and assumes all risk of damage, loss and liability resulting from any unauthorized consumption of training from BIG by any Authorized User or the unauthorized use or disclosure of any Credentials or Keys. BIG is not required to verify the actual identity or authority of any person using Credentials or Keys, and BIG may act on any communication that is given with the use of Credentials or Keys.
  9. Liability Exclusion and Indemnity
    1. Liability Exclusion: Notwithstanding any other provision of these Terms of Service and to the maximum extent permitted by applicable law, in no event and under no circumstances will BIG Group be liable to Customer Group or any other person for any loss, damage or liability (including direct, indirect, special, incidental, consequential and punitive damages) arising from, connected with or relating to these Terms of Service, the subject matter of these Terms of Service, or any related matter (including Customer’s consumption of, or inability to consume, BIG training), under any theory (including contract, tort, strict liability and statutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by BIG or any of its Representatives, even if other remedies are not available or do not adequately compensate for the loss, damage or liability, even if BIG or any of its Representatives knows or ought to have known of the possibility of the loss, damage or liability being incurred, and regardless of whether or not the loss, damage or liability was foreseeable.
    2. Indemnity: Customer will defend, indemnify and hold harmless BIG Group from and against any and all claims, complaints, demands, actions, suits and proceedings by any person, including any regulatory authority (each a “Third Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to any of the following:  the consumption by or on behalf of Customer or an Authorized User of BIG training; or any negligence, misconduct or breach of these Terms of Service, or any actual or alleged violation of any applicable law or infringement of any rights, by or on behalf of Customer Group or any other person for whom Customer is responsible under these Terms of Service or at law. Notwithstanding the foregoing in this section 9.2, BIG Group retains the right to participate (with counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any Third Party Claim/Proceeding.
    3. Definitions/Reservation: In this section 9:  “BIG Group” means BIG and BIG’s affiliates and their respective suppliers, service providers, licensors and Representatives; and  “Customer Group” means Customer and its Representatives. The laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions or the exclusion or limitation of certain liabilities and remedies, and so the disclaimers and exclusions in these Terms of Service might not apply to Customer.
    4. Acknowledgement: The allocation of risk set out in these Terms of Service is an essential part of the bargain between the Parties, a controlling factor in setting the amount of Fees, and an inducement to the Parties to enter into these Terms of Service.
  10. Term and Termination
    1. Term: These Terms of Service as they apply to Customer will commence when Customer accepts these Terms of Service (e.g. by consuming training from BIG or submitting an application for an Account) and will continue in full force and effect until terminated in accordance with these Terms of Service.
    2. Termination for Convenience: Notwithstanding any other provision of these Terms of Service:  Customer may, at any time and for Customer’s sole convenience, terminate these Terms of Service as they apply to Customer effective immediately by permanently deactivating Customer’s Account and permanently ceasing to consume training from BIG; and BIG may, at any time and for BIG’s sole convenience, terminate these Terms of Service as they apply to Customer effective immediately by either deactivating Customer’s Account or giving a notice of termination to Customer, and if that results in the termination of a paid Subscription then BIG will promptly refund to Customer the unused prorated portion of the Fee that Customer paid in advance for the terminated Subscription.
    3. Termination for Cause: Notwithstanding any other provision of these Terms of Service, if Customer breaches these Terms of Service then BIG in its discretion may terminate these Terms of Service as they apply to Customer effective immediately by deactivating Customer’s Account or giving a notice of termination to Customer.
    4. Consequences of Termination: On termination of these Terms of Service:  Customer and Authorized Users will immediately cease consuming training from BIG;  Customer’s Subscription (if any) will terminate immediately and automatically without any notice to Customer and BIG will deactivate Customer’s Account;  Customer will promptly pay all outstanding amounts (including Fees and Taxes) owing under these Terms of Service; each Party will remain responsible and liable for all of the Party’s obligations and liabilities arising prior to the termination of these Terms of Service. The termination of these Terms of Service will not terminate or otherwise affect any other agreement (including any Other Agreement) between Customer and BIG.
    5. Survival: Notwithstanding any other provision of these Terms of Service, each of sections 6, 7, 8, 9, 10.4, 10.5 and 11, and all other provisions of these Terms of Service necessary to the interpretation or enforcement of those sections, will survive the expiration or termination of these Terms of Service and will remain in full force and effect and be binding on the Parties as applicable.
    6. Suspension: Notwithstanding any other provision of these Terms of Service, BIG may immediately suspend Customer’s access to and consumption of training from BIG (including suspending Customer’s Account (if any) and deactivating all Credentials and Keys) if any of the following events (each a “Suspension Event”) occurs:  Customer fails to make a payment when due under these Terms of Service;  BIG reasonably believes that Customer is in breach of these Terms of Service; BIG reasonably believes that the integrity, functionality, operation, performance, results, reliability or security of BIG training or any BIG System might have been damaged, disrupted, compromised or degraded, or to prevent a risk of damage, disruption, compromise or degradation to the integrity, functionality, operation, performance, results, reliability or security of BIG training or any BIG System; or BIG reasonably believes that the suspension is required by applicable law or is reasonably necessary to prevent or mitigate an imminent risk of harm, loss, damage or liability. If BIG suspends Customer’s access to and consumption of training from BIG due to a Suspension Event, then BIG will reinstate Customer’s access to and consumption of training from BIG promptly after the Suspension Event is resolved to BIG’s reasonable satisfaction. For greater certainty, BIG’s suspension of Customer’s access to and consumption of training from BIG pursuant to this section 10.6 will not be a breach of these Terms of Service by BIG or give rise to any liability by BIG to Customer or any other person.
  11. General
    1. Notices: Unless these Terms of Service expressly state otherwise:  BIG may deliver invoices, payment confirmations and notices to Customer by email to Customer’s email address included in Customer’s Account or set out on an Order Form or by message notified to Customer’s Account; and Customer will give all notices to BIG under these Terms of Service in writing delivered to BIG by email to [email protected]
    2. Governing Law: These Terms of Service, the subject matter of these Terms of Service and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code or the Uniform Computer Information Transactions Act, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws.
    3. Disputes
      1. Disputes: All disputes, controversies and claims between the Parties arising under, out of, in connection with, or in relation to these Terms of Service, the subject matter of these Terms of Service or any related matter (each a “Dispute”) will be resolved in accordance with this section 11.3 unless the Parties expressly agree in writing otherwise.
      2. Negotiation: If there is a Dispute, then either Party may give a notice (a “Dispute Notice”) to the other Party requiring the Parties to attempt to resolve the Dispute through negotiation, and the Parties will then cause their respective authorized senior representatives to meet (by conference or video call) on a mutually acceptable date and time within seven (7) days after the date on which the Dispute Notice is delivered to discuss and attempt to resolve the Dispute. If a Dispute is not fully and finally resolved within fifteen (15) days after the date on which the Dispute Notice is delivered, then either Party may refer the Dispute to arbitration pursuant to section 11.3.3. All communications (oral and written) made in the course of negotiations regarding a Dispute pursuant to this section 11.3.2 will be deemed “without prejudice” and will not be admissible into evidence in arbitration or any other legal proceeding unless the communication is in writing and is expressly identified as being made “with prejudice”.
      3. Arbitration: Subject to section 11.3.4, a Dispute that is not resolved by the Parties pursuant to section 11.3.2 will be referred to and finally resolved by confidential binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Vancouver, British Columbia. The language of the arbitration will be the English language. If ICDR Canada is not operative, then the arbitration will proceed ad hoc and be governed by the Arbitration Act (British Columbia). Any award rendered in an arbitration is final and binding, and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award.
      4. Litigation: Notwithstanding sections 11.3.2 and 11.3.3, either Party may seek preliminary or temporary injunctive relief and other remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia to avoid irreparable harm or to preserve the status quo, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters and any other matter that is not properly subject to arbitration pursuant to section 11.3.3. Each Party irrevocably waives all rights to trial by jury.
    4. Interpretation: In these Terms of Service:  a reference to “these Terms of Service” refers to these Terms of Service as a whole, and not just to the particular provision in which those words appear;  headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms of Service or any of its provisions;  words importing the singular number only include the plural, and vice versa; reference to a day, month, quarter or year means a calendar day, calendar month, calendar quarter or calendar year, unless expressly stated otherwise;  a reference to currency is to the lawful money of the United States of America, unless expressly stated otherwise; “discretion” means a person’s sole, absolute and unfettered discretion;  “including” or “includes” means including or includes (as applicable) without limitation or restriction;  “in writing”, “written” or similar terms includes email, unless expressly stated otherwise;  “law” includes common law, equity, statutes and regulations, and a reference to a specific statute includes all regulations made under the statute and all amendments to, or replacements of, the statute or any regulation made under the statute in force from time to time; and  “person” includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity.
    5. Force Majeure: Notwithstanding any other provision of these Terms of Service, BIG will not be liable for any delay in performing or failure to perform any of BIG’s obligations under these Terms of Service to the extent performance is delayed or prevented due to a cause or circumstance that is beyond BIG’s reasonable control, and any delay or failure of that kind will be deemed not a breach of these Terms of Service by BIG and the time for BIG’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
    6. Miscellaneous: The Parties are non-exclusive, independent contracting parties, and nothing in these Terms of Service or done pursuant to these Terms of Service will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between the Parties. These Terms of Service are binding on and will enure to the benefit of the Parties and their respective successors and permitted assigns. Customer may not assign these Terms of Service without BIG’s express, prior written consent. BIG in its discretion may assign these Terms of Service without Customer’s consent. If any provision of these Terms of Service is held by a court or arbitrator to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Service and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Service would fail in its essential purpose. If BIG’s consent or approval is required under these Terms of Service, then BIG in its discretion may withhold the consent or approval unless these Terms of Service expressly specifies otherwise. No consent or waiver by BIG to or of a breach of these Terms of Service by Customer will be effective unless in writing and signed by BIG. Except as expressly set out in these Terms of Service, BIG’s rights and remedies under these Terms of Service are cumulative and not exclusive of any other rights or remedies to which BIG may be entitled under these Terms of Service or at law, and BIG is entitled to pursue all of its rights and remedies concurrently, consecutively and alternatively. The Parties have expressly requested and required that these Terms of Service and all related documents be written in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en Anglais. If a document relating to these Terms of Service requires the signature of both Parties, then the document may be signed and delivered (including by facsimile transmission or by email in PDF or similar format) in counterparts, and each signed and delivered counterpart will be deemed an original, and both counterparts will together constitute one and the same document.
    7. Entire Agreement: These Terms of Service and all applicable Additional Terms together set out the complete agreement between the Parties with respect to the subject matter of these Terms of Service and the Additional Terms, and supersede all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, with respect to the subject matter of these Terms of Service and the Additional Terms. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties regarding the subject matter of these Terms of Service other than as expressly set out or referenced in these Terms of Service and the Additional Terms. These Terms of Service and the Additional Terms may not be amended except by a written document that expressly states that it is an amendment to these Terms of Service or the Additional Terms (as applicable) and that is signed by both Parties or their respective successors or permitted assigns. Purchase orders and other documents issued by Customer and accepted by BIG in connection with these Terms of Service are for administrative convenience only, and the terms and conditions contained in those documents are of no force or effect and do not in any way amend these Terms of Service.

IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF SERVICE, THEN YOU MAY NOT CONSUME TRAINING PROVIDED BY BIG.