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Terms of use

Terms of Use


Last Updated: December 13, 2016


PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES. THESE INCLUDE VARIOUS EXCLUSIONS AND LIMITATIONS, AND CLAUSES THAT GOVERN THE JURISDICTION AND VENUE OF DISPUTES.


SUMMARY TERMS OF USE


The below bullet points provide a short overview of our Terms of Use in simple language. This is not a complete summary of our Terms of Use, which can be found below in full. Please read the entire Terms of Use carefully and contact us with any questions.


  • Whitehouse & Winder Solutions Inc. (acting as Retail Advisors Network™ Marketplace) (hereafter referred to as "WWSI") is a technology company that allows retailers and suppliers (hereafter referred to as “Clients”) to meet, communicate and transact with freelancers/contractors (hereafter referred to as “Advisors”).
  • WWSI is not a recruiting firm or recruiting agency.  WWSI is not an Advisor referral service. WWSI does not recommend or endorse any specific Advisor.
  • WWSI does not guarantee results or outcomes.
  • The Advisors who you may engage through this website are not employees or agents of WWSI.
  • WWSI shall not be held liable for any acts or omissions of any Advisor or Client or any other user of this website.
  • You, the user are responsible for the security of your own account and all actions taken within your account, including the protection of your password. Illegal activity is not permitted and will not be tolerated.
  • While we take steps to protect your data, any communication to WWSI, including communication to any affiliated third-parties, may not be held confidential. 
  • It is FREE for all users to join the WWSI website.
  • WWSI charges Advisors an 8 % technology fee for the use of its services based on all payment transactions on the WWSI site.  Advisors must also use PayPal to transact on the WWSI website with separate user charges from PayPal.
  • All users must transact and make all payments on the www.retailadvisorsnetwork.com site. Failure to do so will result in a lifetime ban from the site and legal action from WWSI to recover lost technology fees.
  • WWSI is happy to answer questions to provide more details on our services. Feel free to contact us at any time and please do not use the site until you are comfortable with these terms and conditions.

FULL TERMS OF USE


Whitehouse & Winder Solutions Inc. (acting as Retail Advisors Network™ Marketplace)  (hereafter referred to as "WWSI") provides an online platform that connects retail & retail supplier companies (hereafter referred to as “Clients”) with freelancers/contractors (hereafter referred to as “Advisors”) seeking to meet, communicate and transact regarding work on projects, temporary or seasonal  opportunities (collectively, the "Services"), which Services are accessible at http://www.retailadvisorsnetwork.com which is the Site.
By using the Site and/or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Use ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and WWSI. Please read carefully these Terms and our Privacy Policy, which may be found at https://www.retailadvisorsnetwork.com/en/infos/privacy and which is incorporated by reference into these Terms. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site or Services. Failure to use the Site and Services in accordance with these Terms may subject you to civil and criminal penalties.


THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH CLIENTS MAY CREATE POSITION LISTINGS FOR FREELANCE/CONTRACT POSITIONS AND ADVISORS MAY LEARN ABOUT AND APPLY TO FREELANCE/CONTRACT POSITIONS. YOU UNDERSTAND AND AGREE THAT WWSI IS NOT A PARTY (EXCEPT AS A 3RD PARTY BENEFICIARY AS DESCRIBED FURTHER ON) TO ANY AGREEMENTS ENTERED INTO BETWEEN CLIENTS AND ADVISORS. WWSI HAS NO CONTROL OVER THE CONDUCT OF CLIENTS, ADVISORS AND OTHER USERS OF THE SERVICES AND SITE OR ANY POSITIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT.


If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.


If you are an Advisor you confirm and warrant that you are free and able to enter into this agreement and that you do not have a conflicting agreement with other entities including recruiters or recruiting agencies that prohibits you from contracting with Clients directly. 


SITE AND SERVICE FEES


It is FREE for all approved users to join the WWSI website. WWSI charges Advisors an 8 % technology fee for the use of its services based on all payment transactions made on the WWSI Site.  Advisors must also use PayPal to transact on the WWSI website (through our link) with separate user charges from PayPal. See PayPal site for further details.  All users must transact and make all payments on the www.retailadvisorsnetwork.com Site. Failure to do so will result in a lifetime ban from the site and legal action from WWSI to recover lost technology fees.


NON-CIRCUMVENTION


You acknowledge and agree that a substantial portion of the compensation WWSI receives for making the Site available to you is collected as a deduction of the Service Fee described above (“Service Fee”). WWSI only deducts this Service Fee when a Client and an Advisor pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for freelancing or contracting work directly or indirectly with that party or arising out of your relationship with that party (the “WWSI Relationship”). 


You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site, accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site, you agree to notify WWSI immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to WWSI by sending an email message to: info@retailadvisorsnetwork.com.


WWSI MAY MONITOR COMMUNICATIONS AND INTERACTIONS


At our discretion, we, or technology we employ, may monitor and/or record your interactions with the Site or Service. Further information is available on our Privacy Policy.


ELIGIBILITY 


Users must be over age 18. You represent that you are over the age of 18. WWSI does not target our Content to those under 18, and we do not permit any Users under 18 on our Service or Website. By accessing or using the Site or Services you represent and warrant that you are at or over the age of majority.


The Site and Services are not for the use by 3rd party recruiters or recruiting agencies therefore these entities cannot join the Site or use the Services.  WWSI will delete any accounts created by 3rd party recruiters and recruiting agencies.  WWSI reserves the right to determine (at its sole discretion) the definition of 3rd party recruiters and recruiting agencies.


SITE AND SERVICES - OPERATION


The Site and Services can be used to facilitate the posting/listing, application to, confirmation of and payment of freelance/contract jobs. Such freelance/contract jobs are included in Job Listings on the Site and Services by Clients. You may not view Job Listings as an unregistered visitor to the Site and Services.
As stated above, WWSI makes available a platform or marketplace with related technology for Advisors and Clients to meet online and arrange for posting/listing, application to, confirmation of and payment of freelance/contract jobs. WWSI’s responsibilities are limited to facilitating the availability of the Site and Services.


PLEASE NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE POSTING/LISTING, APPLICATION TO, CONFIRMATION OF AND PAYMENT OF FREELANCE CONTRACTOR JOBS. WWSI CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY POSTING/LISTING AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY JOBS. WWSI IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL POSTINGS/LISTINGS AND JOBS. ACCORDINGLY, ANY TRANSACTIONS WILL BE MADE AT THE ADVISOR’S AND CLIENT’S OWN RISK.


ACCOUNT REGISTRATION 


In order to access certain features of the Site and Services, to transact or create a Job Posting/Listing, you must register to create an account ("WWSI Account") and become a Member. You may only register to join the Site directly via the Site.


You may not have more than one (1) active WWSI Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. WWSI reserves the right, at its sole discretion, to suspend or terminate your WWSI Account. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your WWSI Account, whether or not you have authorized such activities or actions. You will immediately notify WWSI of any unauthorized use of your WWSI Account.  By creating a WWSI Account, you expressly consent to WWSI communicating with you electronically or otherwise using the information provided by you from time to time.


JOB AND ADVISOR SERVICE LISTINGS


As a Member, you may create Job or Freelance/Contractor Services Listings. You acknowledge and agree that you are responsible for any and all Postings/Listings that you post. Accordingly, you represent and warrant that any Postings/Listings that you post and the transaction of that post/listing (i) will not breach any agreements you have entered into with any third parties; and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any transactions included in a Posting/Listing you post and (b) not conflict with the rights of third parties. Please note that WWSI assumes no responsibility for a Company’s compliance with any applicable laws, rules and regulations. WWSI reserves the right, at its sole discretion, at any time and without prior notice, to remove or disable access to any Posting/Listing for any reason, including Postings/Listings that WWSI, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site and Services.
You understand and agree that WWSI does not act as an insurer or as a contracting agent for you as a Company. If an Advisor transacts with a Client, any agreement entered into (above and beyond the “baseline” contract within these terms and conditions hereafter known as Supplemental Services Contract) between the two parties is at your sole discretion and is between you and the other party and WWSI is not a party thereto (except as a 3rd party beneficiary as described further on).


WWSI makes certain tools available to you to help you to make informed decisions about which Members you choose to transact with. You acknowledge and agree that you are responsible for your own acts and omissions.


TRANSACTIONS FOR CLIENTS 

 
If you are an Advisor and a transaction is requested for your Posting/Listing via the Site or Services, you will be asked to either confirm the transaction, reject the transaction, or request additional information.


TRANSACTIONS FOR ADVISORS 

 
The Client, not WWSI, is solely responsible for honouring any confirmed transactions and making available any Postings/Listings posted on the Site and Services. If you, as an Advisor, choose to enter into a transaction with a Client, you agree and understand that you have entered into an agreement with the Client and you agree to accept any terms, conditions, rules and restrictions associated with such transaction as shown in the “baseline” contract between the Advisor and the Client as per this terms and conditions document. You acknowledge and agree that you, and not WWSI, will be responsible for performing the obligations of such agreements, that WWSI is not a party to such agreements (except as a 3rd party beneficiary as described further on) and that, WWSI disclaims all liability arising from or related to any such agreements.


MODIFICATIONS 


WWSI reserves the right, at its sole discretion, to modify the Site or Services or to modify these Terms, including the Service Fees, at any time and with 10 business days notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.


SITE UPDATES


We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. WWSI reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree WWSI will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.


NO ENDORSEMENT


WWSI does not endorse any Members or any Postings/Listings. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site and Services.


By using the Site or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from WWSI with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any transactions or Postings/Listings made by you.


RECORDS OF COMPLIANCE


Client and Advisor will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any supplemental agreements on deliverables, hourly rate, hours, etc. (Supplemental Service Contract), including, without limitation, their respective payment obligations and compliance with tax and employment laws; and (2) provide copies of such records to WWSI upon request. Nothing in this subsection requires or will be construed as requiring WWSI to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Supplemental Service Contract.


THIRD-PARTY BENEFICIARY


Client and Advisor appoint WWSI as a third-party beneficiary of their “baseline” contract and any Supplemental Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, WWSI hereunder. Client and Advisor further agree that WWSI has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the “baseline” contract and any Supplemental Service Contracts.


This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and WWSI, except and solely to the extent expressly stated in this Agreement.


FORCE MAJEURE


The parties to this Agreement, the “baseline” contract and the Supplemental Service Contract Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement will terminate.


COMPLIANCE WITH LAWS


You represent and warrant that: (i) you have the authority to bind yourself to the Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state, provincial and federal laws, rules and regulations, and with all other WWSI policies.


USER CONDUCT


You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Services and Content. In connection with your use of our Site and Services, you may not and you agree that you will not:


  • interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • use our Site or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to the purpose of the Site;
  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, employment laws and Tax regulations;
  • use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site, Services or Content;
  • use automated scripts to collect information or otherwise interact with the Site or Services;
  • use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms;
  • use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • copy, store or otherwise access any information contained on the Site, Services or Content for purposes not expressly permitted by these Terms;
  • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  • "stalk" or harass any other user of our Site or Services, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a WWSI Advisor or Client;
  • as a Client, offer any Job Listings that are not available;
  • register for more than one WWSI Account or register for a WWSI Account on behalf of an individual other than yourself;
  • when acting as an Advisor or otherwise, recruit or otherwise solicit any Client or other
  • contact a Client or an Advisor for any purpose other than asking a question related to a posting or listing or transaction;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • systematically retrieve data or other content from our Site or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • as a Client, submit any Job Listing with false or misleading information, or submit any Job Listing you do not intend to honour;
  • post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trade-mark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • use, display, mirror or frame the Site or Services, or any individual element within the Site, Services, WWSI’s name, any WWSI trade-mark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without WWSI’s express written consent;
  • access, tamper with, or use non-public areas of the Site or Services, WWSI’s computer systems, or the technical delivery systems of WWSI’s providers;
  • attempt to probe, scan, or test the vulnerability of any WWSI system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by WWSI or any of WWSI’s providers or any other third party (including another user) to protect the Site, Services, or Collective Content;
  • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, or Collective Content to send altered, deceptive or false source-identifying information;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, or Collective Content; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.

WWSI will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. WWSI may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that WWSI has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. WWSI reserves the right, at its sole discretion, at any time and without prior notice, to remove or disable access to any Collective Content that WWSI, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.  


PRIVACY


See WWSI’s Privacy Policy https://www.retailadvisorsnetwork.com/en/infos/privacy for more details.


OWNERSHIP


The Site, Services, and Collective Content are protected by copyright, trade-mark, and other laws of Canada and other countries. You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights are the exclusive property of WWSI and its licensors. You will not remove, alter or obscure any copyright, trade-mark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Collective Content.


WWSI CONTENT AND MEMBER CONTENT LICENSE


Subject to your compliance with the terms and conditions of these Terms, WWSI grants you a limited, non-exclusive, non-transferable license, to access and view any WWSI Content solely for the purpose of the Services. You have no right to sublicense the license rights granted in this section.


You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by WWSI or its licensors, except for the licenses and rights expressly granted in these Terms.


MEMBER CONTENT


We permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site and Services, you hereby grant to WWSI a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site and Services. WWSI does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site and Services. Accordingly, you represent, warrant and covenant on a continuing basis that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site and Services or you have all rights, licenses, consents and releases that are necessary to grant to WWSI the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or WWSI’s use of the Member Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trade-mark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.


LINKS


The Site and Services may contain links to third-party websites or resources. You acknowledge and agree that WWSI is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by WWSI of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.


PROPRIETARY RIGHTS NOTICES


All trade-marks, service marks, logos, trade names and any other proprietary designations of WWSI used herein are trade-marks or registered trade-marks of WWSI. Any other trade-marks, service marks, logos, trade names and any other proprietary designations are the trade-marks or registered trade-marks of their respective parties. 


COPYRIGHT POLICY


WWSI respects copyright law and expects its users to do the same. It is WWSI’s policy to terminate in appropriate circumstances the WWSI Accounts of Members or other account holders who infringe or are believed to be infringing the rights of copyright holders.


TERMINATION AND WWSI ACCOUNT CANCELLATION


We may, in our sole discretion and without liability to you, with or without cause, with or without prior notice and at any time: (i) terminate these Terms or your access to our Site and Services; and (ii) deactivate or cancel your WWSI Account. In the event WWSI terminates these Terms, or your access to our Site and Services or deactivates or cancels your WWSI Account you will remain liable for all amounts due hereunder. You may cancel your WWSI Account at any time via the "Cancel Account" feature of the Services or by sending an email to info@retailadvisorsnetwork.com. Please note that if your WWSI Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site or Services, including, but not limited to, any reviews or feedback.


DISCLAIMERS


IF YOU CHOOSE TO USE THE SITE OR SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT WWSI DOES NOT HAVE AN OBLIGATION TO CONDUCT ANY CHECKS OR DUE DILIGENCE OF ANY KIND (INCLUDING WITHOUT LIMITATION, BACKGROUND CHECKS) ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, ADVISORS AND CLIENTS, BUT MAY CONDUCT SUCH CHECKS OR DUE DILIGENCE IN ITS SOLE DISCRETION AND WITHOUT LIABILITY. THE SITE, SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED STRICTLY "AS IS", WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WWSI EXPLICITLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WWSI MAKES NO REPRESENTATION, WARRANTY, OR CONDITION THAT THE SITE, SERVICES, AND COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY OPPORTUNITIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WWSI MAKES NO REPRESENTATION, WARRANTY, OR CONDITION REGARDING THE QUALITY OF ANY LISTINGS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WWSI OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY REPRESENTATION, WARRANTY, OR CONDITION NOT EXPRESSLY MADE HEREIN.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY CLIENTS OR ADVISORS. YOU UNDERSTAND THAT WWSI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO REVIEW OR VISIT ANY LISTINGS. WWSI MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ADVISORS AND CLIENTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY WWSI. WWSI EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY ADVISOR, CLIENT OR OTHER THIRD PARTY.


LIMITATION OF LIABILITY


YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND SERVICES WHETHER IN PERSON OR ONLINE REMAINS WITH YOU.
NEITHER WWSI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER ECONOMIC LOSSES, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.
IN NO EVENT WILL WWSI AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES EXCEED ONE HUNDRED DOLLARS ($100) WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WWSI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WWSI AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


INDEMNIFICATION


You shall release, defend, indemnify, and hold WWSI and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Site, Services, or Collective Content or your violation of these Terms; (ii) your Member Content; (iii) your (a) interaction with any Member; (b) transaction, (c) creation of a Posting/Listing; or any listing, communication or transaction by you, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a posting/listing or transaction; and (d) your breach of these terms.


REPORTING MISCONDUCT


In connection with your use of the Site, Services, or Collective Content, if you encounter anyone who you feel is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to WWSI by contacting us with your police station and report number at info@retailadvisorsnetwork.com ; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.


ENTIRE AGREEMENT


These Terms constitute the entire and exclusive understanding and agreement between WWSI and you regarding the Site, Services, Collective Content, and any transactions or Listings made via the Site or Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between WWSI and you regarding transactions or listings, the Site, Services, and Collective Content.


ASSIGNMENT


You may not assign or transfer these Terms, by operation of law or otherwise, without WWSI’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. WWSI may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective heirs, administrators, executors, legal personal representatives, successors and permitted assigns.


NOTICES


Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by WWSI (i) via email (in each case to the address that you provide); or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.


GOVERNING LAW


This Agreement is governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.


GENERAL


The failure of WWSI to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WWSI. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.


CONTACTING WWSI


If you have any questions about these Terms, please contact WWSI at info@retailadvisorsnetwork.com


“BASELINE”  CLIENT/ADVISOR CONTRACT


These Terms and Conditions are between the Client and the Advisor, for the purpose of delivering the Services agreed upon between the two parties. These Terms and Conditions represent a “baseline” contract between the two parties and this agreement is only effective if the Client and the Advisor use the www.retailadvisorsnetwork.com website to transact. By accepting our terms and conditions and using the Site, both the Client and the Advisor agree to this “baseline” contract for their commercial dealings with each other.  It is understood that additional agreements (Supplemental Service Contract) will be made between the Advisor and the Client as it relates to Services performed, time frame, Fees (as transacted on the www.retailadvisorsnetwork.com Site) and other specific components of the parties commercial arrangement. Client and Advisor may agree between them on any additional  terms for their Supplemental Service Contract as long as such terms do not affect the rights or responsibilities of WWSI or violate the Terms of Use. WWSI is not a party to any Service Contract by or between Users, except as a third-party beneficiary as described further below.


 ARTICLE 1 - GENERAL


1.1 The Services – (a) The Client agrees to retain the services of the Advisor, and the Advisor agrees to provide Services to the Client as agreed upon between the two parties.  The Advisor is not permitted to sub-contract the terms of this Agreement or any of the Services without the prior written consent of the Client.
1.2 Term of Agreement - The provision of services by the Advisor to the Client will commence on the date agreed between the Advisor and the Client  and continue as per the specified days transacted  on www.retailadvisorsnetwork.com at which time this Agreement shall expire.  The Initial Term may be renewed for additional term(s) (“Renewal Terms”) of the same duration as the Initial Term by further transacting on this site.
1.3 Third-Party Beneficiary - Client and Advisor appoint WWSI as a third-party beneficiary of their “baseline” contract and any Supplemental Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, WWSI hereunder.  Client and Advisor further agree that WWSI has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the “baseline” contract and any Supplemental Service Contracts.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and WWSI, except and solely to the extent expressly stated in our Terms of Use.


ARTICLE 2 - REMUNERATION OF THE ADVISOR


2.1 Fee for Services - The Client agrees to pay to the Advisor for Services rendered pursuant to the terms outlined in this agreement.  The  www.retailadvisorsnetwork.com site will be the ONLY method of transaction and payment for such services.
2.2 Applicable Taxes - the www.retailadvisorsnetwork.com site does not allow for the addition of taxes. Therefore, both parties agree that all taxes will be included in the hourly fee agreed upon between the Advisor and the Client.  The Advisor and the Client are each responsible for remitting appropriate taxes themselves based on their respective location and tax jurisdiction.
2.3 Expenses / Disbursements - The Advisor shall be responsible for all expenses related to the discharge of its duties hereunder.  Any expenses that are agreed to be paid by the client must be included in the Advisor hourly rate as agreed by both parties.


ARTICLE 3 - COVENANTS


3.1 Prior Experience - The Advisor represents and warrants that all information provided to the Client on this site and through other means of communication, prior to the entering into this Agreement and any Supplemental Service Contract, including information relating to professional and educational credentials, expertise, and prior experience, is true and correct. The Advisor acknowledges and understands that any breach of this clause may result in a termination for Cause.
3.2 Performance of Services - The Advisor is not required to perform the Services during a fixed hourly or daily time and the time the Advisor spends at the Client’s premises, if any, is at the Advisors discretion.  However, the Advisor will be required to provide the Services within any agreed deadlines and in accordance with the terms and conditions of this Agreement and any Supplemental Services Contract.  The Advisor will render performance of the Services to the best of the Advisors ability and in a competent and professional manner and in accordance with the specifications provided by the Client.
3.3 Confidential Information: (a) The Advisor, which includes its directors, officers, employees, agents, and principles, acknowledges that certain Confidential Information will be received by it during the course of providing its Services pursuant to this Agreement and any Supplemental Services Contract.  The Advisor covenants with the Client that except as the Client may consent in writing, it shall not at any time hereafter disclose to any third party or use for its own purposes, except in the proper course of rendering the Services hereunder, any Confidential Information relating to the Client, its parents, affiliated or subsidiary corporations and any other clients (hereinafter the “Related Companies”) which it has obtained by virtue of its relationship with the Client or the Related Companies.  (b) “Confidential Information” for the purposes of this Agreement, includes, information or material regarding the Client or the Related Companies including but not limited to: corporate information, contractual arrangements, joint ventures, business plans, policies, and any litigation or negotiations; technical processes and concepts, designs, specifications, and know-how; marketing plans, sales and product plans, methods of production, Client lists and information, supply agreements, prospect and market research data; financial information, including cost and performance data; personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations; (c) The Advisor shall be released from the covenants made in this Section to the extent: i) the Advisor is required to comply with any obligation imposed by law upon it to disclose such Confidential Information after providing 30 days advance notice of such obligation to the Client; or, ii) that such Confidential Information has become publicly known through no wrongful act or breach on the part of the Advisor.
3.4 Licences and Permits - The Advisor will be responsible for obtaining and maintaining all necessary licences and permits and for obtaining appropriate professional liability insurance coverage in an amount which is satisfactory to the Client, for it and all its employees and for complying with all applicable federal, state, territory, provincial and municipal laws, codes and regulations in connection with the provision of the services hereunder.
3.5. Conflict of Interest - The Advisor represents and warrants to the Client that it is not subject to any obligation which restricts it from (i) providing the Services to the Client; or (ii) putting the Advisor in a conflict of interest with the Client; or (iii) using information within the Advisor’s knowledge or control which may be useful in the performance of the Services for the Client.
3.6 Other Activities - The Advisor specifically represents and warrants that it will pursue other activities as an independent contractor while providing the Services to the Client as long as such activities do not impact the Advisor’s ability to perform the Services under this Agreement or any Supplemental Services Contract and are not for businesses involving a Client of the Client in the same Business or are not for businesses in direct competition with the Client.  Prior written consent must be obtained from the Client in the event that the Advisor seeks to provide services to a Client or Business in direct competition. 
3.7 Client and Advisor Cooperation – The Client and the Advisor acknowledge and agree to cooperate with the provision of Services hereunder by providing all required information or information sources in a timely manner, by ensuring that all information provided is accurate and is provided to the best of the Client's and Advisor’s knowledge, by ensuring Client and Advisor staff are available as needed, by making decisions and providing feedback in a timely manner and in line with any timeframes set forth by both parties, and by being forthcoming and professional at all times.
3.8 Insurance – The Client and Advisor acknowledge and agree it maintains such policies of insurance, issued by responsible insurers, as are appropriate to the business of the Client and Advisor and its property and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets; all such policies of insurance are in full force and effect, and will continue to be so during the provision of Services.
3.9 Reasonableness of Restrictions and Covenants - The Advisor hereby confirms and agrees that the covenants and restrictions pertaining to it contained in this Agreement are reasonable and valid and hereby further acknowledges and agrees that the Client, and the Related Companies would suffer irreparable injury in the event of any breach by the Advisor of its obligations hereunder.  The Advisor hereby acknowledges and agrees that damages would be an inadequate remedy at law in connection with any such breach and that the Client and its Related Companies shall therefore be entitled, in addition to any other right or remedy which they may have at law, in equity or otherwise, to temporary and/or permanent injunctive relief.


ARTICLE 4 - INDEPENDENT ADVISORS


4.1 The Advisor Not an Employee - Both parties agree that the relationship of the parties hereto is that of independent contractor. Neither the Advisor nor any of its employees or agents are employees, partners, principals, or agents of the Client and will not be entitled to receive from the Client any benefits whatsoever, except for the remuneration as outlined in Article 2 of this Agreement.  Each party shall pay all wages, salaries and other amounts due to its respective employees relative to this Agreement and shall be responsible for all obligations respecting them relating to income tax withholdings, employment insurance premiums, workers’ compensation, health care and pension plan contributions and other similar responsibilities.
4.2 The Advisor Will Not Contract On Behalf Of Client  -   The Advisor will not, without the prior written consent of the Client, enter into any contract or commitment in the name of or on behalf of the Client or bind the Client in any respect whatsoever, except as otherwise provided in this Agreement or any Supplemental Service Contract. The Advisor also agrees not to represent itself as an employee or owner of the Client at any time. 


ARTICLE 5 - INTELLECTUAL PROPERTY


5.1 In consideration of the terms and conditions of this Agreement and any Supplemental Services Contract, the Advisor, which includes its directors, officers, employees and agents, hereby agrees with the Client as follows: (a) The Advisor agrees to assign to the Client exclusive ownership of any and all Work Product and the underlying intellectual property rights thereto related directly or indirectly to the provision of materials and services under this Agreement and any Supplemental Services Contract.  “Work Product” shall include, but is not limited to computer code, analytical tools, methodologies, inventions, development notes, flowcharts, specifications, business plans, technical information, Client proposals, correspondence in any medium, parts lists, Client lists, and, supplier lists. (b) The Advisor also agrees to assign to the Client exclusively any and all Intellectual Property, or any rights therein, that may exist, directly or indirectly, as a result of the provision of materials and services under this Agreement or any Supplemental Service Contract. This Agreement to assign does not include any Intellectual Property that may have existed as a result of the provisions of materials and services to entities other than the Client and which predates this Agreement.  “Intellectual Property” for the purposes of this Agreement includes copyright, patents, trade-marks, industrial designs, electronic icons, computer code, software architecture, system architecture, programming methods, system configurations, business methods, business plans, system flowcharts, system designs, technologies, problem-solving methodologies, designs, drawings, specifications, technical information, know-how, processes, techniques, or trade secrets, or any modifications, enhancements or improvements of any of the foregoing. (c) The Client shall have the exclusive right to file, use, seek to register and/or register any Intellectual Property in a country.  The Advisor agrees not to contest, oppose and/or object to, for any reason whatsoever either directly or indirectly at any time the validity, registerability or enforceability of any such application or registration resulting therefrom. (d) The Advisor hereby waives, in whole, any and all moral rights respecting any work that constitutes Intellectual Property. (e) The Advisor agrees to execute all documents reasonably requested by the Client and to render, at the Client’s expense, whatever reasonable assistance the Client may request to enable the Client to perfect its ownership and record of ownership with respect to the Intellectual Property or any rights therein, or to confirm the waiver of moral rights referred to above. 


ARTICLE 6 - TERMINATION


6.1 Termination by Client or the Advisor -  This Agreement or any Supplemental Services Contract  may be terminated at any time during the Initial Term or any Renewal Term, as the case may be, as follows: (a) The Client may terminate this Agreement or any Supplemental Services Contract at any time prior to the expiry of the Term or Renewal Term as the case may be for the following reasons: i. For Cause, as hereinafter defined, for the purposes of this Agreement or any Supplemental Services Contract to include a material breach by the terms of this Agreement or any Supplemental Services Contract, a declaration of bankruptcy or any form of assignment in favour of the parties’ creditors; ii. Without Cause on the provision of seven (7) days written notice.  The Client may waive notice of termination by the Advisor in whole or in part. (b) In the event the Client elects to terminate this Agreement or any Supplemental Services Contract without Cause, it may, at its sole discretion, elect to provide the Advisor with continued payments of the Fee for Service in lieu of notice during the above-noted notice period. (c ) The Advisor  may not terminate this Agreement or any Supplemental Services Contract during the Initial Term and/or Renewal Term.  A termination of this Agreement or any Supplemental Services Contract prior to the end date of the Initial Term and/or Renewal Term will cause the Client to suffer damages. 


ARTICLE 7 - INDEMNITY


7.1 - The Advisor shall indemnify and hold the Client harmless from any claims, expenses, costs, damages or losses suffered by the Client, or a third party which arise from the acts or omissions of the Advisor or any of its employees, from any material breach of this Agreement or any Supplemental Services Contract, from any grossly negligent or willful act or omission of the Advisor, or any causes of action for breach of contract or tort due to personal injury, strict liability or product liability.


ARTICLE 8 - INTERPRETATION AND ENFORCEMENT


8.1 Sections and Headings - The division of this Agreement or any Supplemental Services Contract into Articles and Sections and the insertion of headings are for the convenience of reference only and will not affect the construction or interpretation of this Agreement or any Supplemental Services Contract. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto.
8.2 Number - In this Agreement words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa and words importing persons will include individuals, partnerships, associations, trusts, unincorporated organizations and vice versa.
8.3 Benefit of Agreement - This Agreement or any Supplemental Services Contract will enure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Advisor and the successors and assigns of the Client respectively.
8.4 Amendments and Waivers - No amendment to this Agreement or any Supplemental Services Contract will be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any term or provision of this Agreement or any Supplemental Services Contract will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.
8.5 Assignment - The Advisor shall not assign its rights or obligations under this Agreement or any Supplemental Services Contract without the prior written consent of the Client.  The Client may assign this Agreement or any Supplemental Services Contract without the Advisors consent.
8.6 Severability - If any provision of this Agreement or any Supplemental Services Contract is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.
8.7 Governing Law - This Agreement or any Supplemental Services Contract will be governed by and construed in accordance with the laws of the Client.


ARTICLE 9 – GENERAL PROVISIONS


9.1       Relationship of the Parties - Notwithstanding anything set forth herein, this Agreement or any Supplemental Services Contract shall not be construed as evidence of any partnership, joint venture or similar relationship between the parties hereto, each of which remains a separate and distinct entity.   Both parties agree that the relationship of the parties hereto is that of independent contractors.  Neither Advisor nor any of its employees or agents are employees, partners, principals, or agents will be entitled to receive from the Client  any benefits whatsoever, except for the remuneration as outlined in this Agreement or any Supplemental Services Contract. 
9.2       Arbitration – In the event of any dispute between the parties hereunder with respect to this Agreement or any Supplemental Services Contract or any matter governed by this Agreement, including but not limited to other agreements as it relates to Services performed, time frame, Advisor Fees (as transacted on the www.retailadvisorsnetwork.com) and other specific components of the parties commercial arrangement, which the parties are unable to resolve, the matter shall be decided by arbitration. The parties agree to jointly select an arbitrator. If the parties cannot agree on the choice of arbitrator within five (5) days from the date the notice of desire for arbitration was served, then an arbitrator will be chosen, upon application by the parties, pursuant to the Clients legal jurisdiction. Any decision reached pursuant to this Section shall be final and binding upon the parties. Insofar as they do not conflict with the provisions hereof.
9.3       Payment Terms – Client payment is due to Advisor within 10 business days of completed work.   The Advisor reserves the right to suspend any or all Services if any account(s) remains outstanding for over 20 business days, and to continue such suspension until such account(s) are paid in full.  All payments must be made via the www.retailadvisorsnetwork.com payment system.


ARTICLE 10 – REPRESENTATIONS AND WARRANTIES


10.1     Client and Advisor Representations and Warranties – The Client and the Advisor represents and warrants the following and acknowledges that both parties are relying on these representations and warranties in entering into this Agreement or any Supplemental Services Contract  and in providing the Services agreed upon:  (a) Bankruptcy, etc. – No bankruptcy, insolvency or receivership proceedings have been instituted or are pending against either party and either party is able to satisfy its liabilities as they become due. (b) Due Authorization, etc. – The Client and the Advisor have all necessary corporate power, authority and capacity to enter into this Agreement or any Supplemental Services Contract and to perform its obligations hereunder; the execution and delivery of this Agreement or any Supplemental Services Contract and the consummation of the transactions contemplated by this Agreement or any Supplemental Services Contract have been duly authorized by all necessary corporate action on the part of the Client and Advisor. (c)          Enforceability of Obligations – This Agreement or any Supplemental Services Contract constitutes a valid and binding obligation of the Client and the Advisor in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting enforceability of creditors’ rights and that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.