NALA Board of Advisor Participation Agreement

Updated January 10, 2024

Parties

This writing outlines the intended legal relationship between between 1355050 Alberta Ltd. o/a NALA (the “COMPANY”) and you (the “ADVISOR”). The writing (the “AGREEMENT”) is intended to govern and control your participation of The NALA Board of Advisors (the “PROGRAM”) from the COMPANY.

The COMPANY and the ADVISOR are the intended parties (the “PARTIES”) to this AGREEMENT.

 

Accepting these terms

As a ADVISOR, you are entering into a legally binding agreement with the COMPANY, an Alberta registered company according to the following terms and conditions, when you do any of the following:

  • Click “I Agree”
  • Email your statement of agreement
  • Sign this agreement on this page, or reverse
  • Enrol electronically in the PROGRAM
  • Enrol verbally, or otherwise, in the PROGRAM

With this acceptance, the PARTIES agree that any individual, associate, and or assign are bound by the terms of this AGREEMENT. A facsimile, electronic, or emailed executed copy of acceptance of this AGREEMENT is legally binding with either a written or electronic signature and has the same result as an originally signed copy. 

 

ADVISOR DUTIES

ADVISORS agree to review NALA Professional Guidelines, NALA Code of Ethics, NALA Course Accreditation Requirements, NALA Membership Requirements and other association related decisions. ADVISORS volunteer their time to assist in the decision-making process for The NALA Board of Advisors. Duties include, but are not limited to, reviewing typical industry practices, recommending new guidelines, reporting concerns and/or new industry information to the NALA president, other necessary research to determine ways to improve standards for the lash industry. NALA ADVISORS are required to promote the association and participate in all efforts to inform the public about our purpose and our mission.

 

Confidentiality

The term “Confidential Information” means information which is not generally known to the public relating to the  business or personal affairs OF ANYONE OR ANY BUSINESS COMMUNICATING WITH NALA IN ANY MANNER.

ADVISOR agrees not to disclose, reveal, or make use of any Confidential Information learned of through this program during discussions and interactions with NALA Members and Non-Members without the written consent of such person.

COMPANY and ADVISOR  shall keep the Confidential Information of the members and non-members in strictest confidence and shall use its best efforts to safeguard the member’s and non-member’s Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft.

The COMPANY’S privacy policy, terms of use, disclaimers and disclosures also apply to how COMPANY collects, uses, stores, and who has access to any personally identifiable information supplied by the ADVISOR due to its enrolment in the PROGRAM.

 

No transfer of intellectual property

COMPANY’s copyrighted and original materials are provided to the ADVISOR for his or her individual use only and under a limited single-user license.

ADVISOR is not authorized to use any of COMPANY’s intellectual property, trademarks and or copyrights, for any purpose. ADVISOR is not authorized to share, copy, distribute, or otherwise disseminate any materials received from COMPANY electronically, or otherwise without the prior written consent of the COMPANY.

All intellectual property, including COMPANY’s copyrighted course materials shall remain the sole property of the COMPANY. No license to sell or distribute COMPANY’s materials is granted or implied.

 

PROGRAM Rules

To the extent that ADVISOR interacts with COMPANY staff, NALA Members and non-members, and or other ADVISORS, ADVISOR agrees to behave professionally, courteously, and respectfully with staff, clients  and ADVISORS at all times. ADVISOR agrees that failing to follow course rules is cause for termination of this AGREEMENT. In the event of such a termination, ADVISOR is not entitled to any involvement in the PROGRAM and must cease from using any PROGRAM materials, logos and other related items.

 

Disparagement

In the event that a dispute arises between the PARTIES or a grievance by ADVISOR, the PARTIES agree and accept that the only venue for resolving such a dispute is the venue identified below. PARTIES further agree that they will not engage in any conduct or communications public or private, designed to disparage the other. Such an act constitutes a breach of this AGREEMENT.

 

Use of PROGRAM Materials

  • By accepting this AGREEMENT, ADVISOR consents to recordings being made of the PROGRAM.
  • COMPANY reserves the right to use, at its sole discretion, the following: PROGRAM materials, videos, audio recordings, and materials submitted by ADVISOR (in the context of the PROGRAM); for future lecture, teaching, and marketing materials, and further other goods/services provided by COMPANY, without compensation to the ADVISOR.
  • ADVISOR consents to its name, voice, and likeness being used by COMPANY for future lecture, teaching, and marketing materials, and further other goods/services provided by COMPANY, without compensation to the ADVISOR.

 

No resale of services permitted

ADVISOR agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the PROGRAM including materials, use of the PROGRAM, or access to the PROGRAM. This AGREEMENT is not transferable or assignable without the COMPANY’s prior written consent.

 

Termination

If ADVISOR is (1) in breech of this agreement, or (2) otherwise in default of this AGREEMENT, then ADVISOR is barred from using any of COMPANY’s services.

 

Controlling AGREEMENT

In the event of any conflict between the provisions contained in this AGREEMENT, any marketing materials used by COMPANY, COMPANY’s representatives, or employees, the provisions in this AGREEMENT control.

 

Entire AGREEMENT

This AGREEMENT is the entire AGREEMENT between the PARTIES relating to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. Modification to this AGREEMENT is by a writing signed by both PARTIES.

 

Limitation of liability

By using COMPANY’s services and enrolling in the PROGRAM, ADVISOR releases COMPANY, its officers, employees, directors, and related entities from any and all damages that may result from his or participation in the PROGRAM. The PROGRAM provides Industry Awards. ADVISOR accepts any and all risks, foreseeable or non-foreseeable arising from the PROGRAM.

Regardless of the previous paragraph, if COMPANY is found to be liable, COMPANY’s liability to ADVISOR or to any third party is limited to the lessor of:

(a) The total amount of money ADVISOR paid to COMPANY in the one month prior to the action giving rise to the liability, or

(b) $1.00 CAD

All claims against the COMPANY must be filed with the entity having jurisdiction within 90 days of the date of the first claim or otherwise be forfeited forever. ADVISOR agrees that COMPANY will not be held liable for any damages of any kind resulting or arising from, including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of COMPANY’s services or enrolment in the PROGRAM.

ADVISOR agrees that use of COMPANY’s services is at ADVISOR’s own risk.

 

Indemnification

ADVISOR recognizes and agrees that all of the COMPANY’s shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions, or representations of the COMPANY.

ADVISOR shall defend, indemnify (insure and protect), and hold harmless the COMPANY, COMPANY’s shareholders, trustees, affiliates, and successors from and against all liabilities and expenses that they may incur or be obligated to pay because of their relationship with the PROGRAM.

These include (without limitation): claims, damages, judgments, awards, settlements, investigations, legal actions, regulatory actions, costs, attorneys fees, disbursements, or the like that occur from or are related to this AGREEMENT. 

Any expenses or liabilities that result from a breach of this AGREEMENT, sole negligence, or willful misconduct by the COMPANY, COMPANY’s shareholders, Trustees, Affiliates, or Successors are excluded from indemnification.

 

Choice of Law/Venue

This AGREEMENT is governed and interpreted in accordance with the laws of the Province of Alberta without giving effect to any principles of conflicts of law.

The PARTIES agree to submit any dispute or controversy arising out of, or relating to this AGREEMENT to arbitration in the Province of Alberta according to the rules of the Canadian Arbitration Association. The arbitration is binding upon the PARTIES and their successors in interest. The prevailing party may collect all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this AGREEMENT.

 

Survivability

The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of Fees owed set forth in this AGREEMENT, and any other provisions that by their sense and context the PARTIES intend to have survive, shall survive the termination of this AGREEMENT for any reason.

 

Severability

If any of the parts or provisions contained in this AGREEMENT are interpreted as invalid or unenforceable only that part or provision is affected. The invalidity or unenforceability does not affect the other parts or provisions of the AGREEMENT.