EDUCATIONAL TECHNOLOGY AND SERVICES INC.
TERMS OF SERVICE
Last Updated: August 29, 2019
IMPORTANT: Carefully read these Terms of Service (this "Agreement") before using the Service (as defined below).
This Agreement creates a binding legal agreement between you ("Client") and Codeca Educational Technology and Services Inc., a company with a principal place of business at 706 - 1550 Duchess Ave West Vancouver, British Columbia, V7V 1P5 ("Codeca").
BY USING THE SERVICES, YOU IRREVOCABLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. You also agree to ensure that all Users (as defined below) abide by the terms and conditions of this Agreement.
IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE, THE TERM "Client' WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and by fully able and competent to enter into the terms, conditions, obligations, affirmations, representation and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
1. Definitions. As used in this Agreement:
1.1 "Anonymized Data" means data, including Client Content, which has been stripped of information potentially identifying Client or which contains any Personal Information, and which has been manipulated or combined to provide generalized anonymous information that cannot be reverse-engineered to identify Client or any other person.
1.2 "Confidential Information" means all information regarding Codeca's business, including, without limitation, technical, marketing, financial, employee, planning and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that Client knew or should have known, under the circumstances, was considered confidential or proprietary. Confidential Information includes information derived from or concerning the Service, the System or the Documentation and the terms of this Agreement.
1.3 "Client Content" means any data, information or information contained in any database, template or other similar document, including, sounds, images, or graphics submitted by Client or Users through the Service or provided by Client or Users to Codeca as part of the Service.
1.4 "Codeca Property" means the Service, System, Anonymized Data, and all other intellectual property created, used or provided by Codeca to Client pursuant to this Agreement, and all modifications or derivatives thereof or improvements thereto.
1.5 "Documentation" means the designated final user manuals, handbooks, online materials, specifications or forms furnished by Codeca that describe the features, functionality or operation of the System.
1.6 "Effective Date" means the date identified by Codeca in an approved Order Form as the "Effective Date" or, if not specified in the Order Form, the date Client first uses the Services, Documentation or any portion thereof.
1.7 "Fees" is defined in Section 4.
1.8 "Force Majeure Event" is defined in Section 11.3.
1.9 "Order Form" means collectively the order documents referencing this Agreement and representing the initial subscription to the Service (and any subsequent modifications to the subscription agreed to between the parties in writing from time to time) that, upon execution, are incorporated in and made a part of this Agreement from time to time.
1.12 , as it may be amended from time to time in the future.
1.13 "Service" means the online platform delivered by Codeca to Client using the System, as made available by Codeca from time-to-time as specified in the Order Form.
1.14 "System" means the technology, including websites, hardware, software and systems, used by Codeca to deliver the Service to Client in accordance with this Agreement.
1.15 "UserID" is defined in Section 3.1.
1.16 "Users" means persons who are authorized by Client to use the Services in accordance with this Agreement by accessing the Services through UserIDs.
2. The Service.
2.1 Subscription to the Service. Conditional on Client: (a) complying with the provisions of this Agreement, including but not limited to paying the Fees as required by this Agreement; and (b) cooperating with the reasonable requests of Codeca, Codeca hereby grants to Client a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service in accordance with this Agreement solely for Client's internal business purposes and not for resale. Client may order the Service under this Agreement by placing written, signed orders on an Order Form. Only the execution of an Order Form by Client and by Codeca constitutes a binding contract between those parties. Client agrees that its purchase of the subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Codeca with respect to future functionality or features.
2.2 Support. Subject to the terms of this Agreement, including, without limitation, the payment of the Fees set forth in Section 4 hereof, Codeca shall use commercially reasonable efforts to correct any reproducible failure of the Service to substantially conform to its expected operation, provided that Codeca will not have an obligation to provide a correction for all such nonconformities.
2.3 System. Codeca' will use commercially reasonable efforts to make the System available 24 hours a day, 7 days a week, with minimal downtime. Codeca does not guarantee 24x7 uptime availability of the System. Client acknowledges that the Service and the System will be unavailable during: (i) downtime and scheduled upgrades per Section 2.4; and (ii) unavailability caused by circumstances beyond Codeca's reasonable control, including Force Majeure Events.
2.4 System Updates and Scheduled Downtime. Codeca may update any aspect of the System at any time in its sole discretion. Codeca may schedule downtime for maintenance and upgrades to the System without prior notice but will use reasonable efforts to provide advance notice where practicable.
2.6 Internet Security Disclaimer. Client acknowledges and agrees that Codeca exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Codeca's control. Client acknowledges that the Internet is inherently risky despite reasonable measures being taken, and Client assumes responsibility for its use of the Service over the Internet.
2.7 Limitation, Suspension or Termination of Access. In addition to other rights and remedies of Codeca under this Agreement, Codeca may suspend, terminate or limit (in Codeca's sole discretion) Client's access to or use of the Service, or any part of it, without notice in order to: (a) prevent damage to, or degradation of the integrity of the System or any of Client's systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Codeca from harm to its reputation or business. Codeca will use commercially reasonable efforts to notify Client of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Codeca will restore Client's access to the Service when Codeca determines the event has been resolved. Nothing in this Agreement will limit Codeca's right to take any action or invoke remedies, or will act as a waiver of Codeca's rights in any way with respect to any of the foregoing activities. Codeca will not be responsible for any loss or damages of any kind incurred by Client as a result of any limitation, termination or suspension of the Service under this Section 2.7
2.8 Subcontractors. Client acknowledges and agrees that Codeca may retain the services of independent consultants ("Subcontractors") from time to time to provide, or to assist Codeca in providing, the Service. Any Subcontractors used by Codeca to provide the Service shall remain under the direction and control of Codeca, and Codeca shall be fully and personally liable for all acts or omissions of the Subcontractors.
3. Client's Use of the Service.
3.1 Access and Security Guidelines. Subject to any limitations associated with Client's subscription account, Client may set up User accounts by supplying a unique user identification name and password ("UserID") to Codeca for each User. Users may only access and use the Service with the specific UserID. Client is responsible to ensure UserIDs are not shared, and that Users retain the confidentiality of their UserIDs. Client is responsible for any and all activity occurring under the UserIDs associated with Users. Client will promptly notify Codeca of any actual or suspected unauthorized use of the Service. Codeca may require that a UserID be replaced at any time.
3.2 Client Responsibilities and Restrictions. Client will, at all times, comply with all applicable local, state, federal, foreign, and privacy laws, including the Personal Information Protection and Electronic Documents Act and the Personal Information Protection Act (British Columbia) in using the Service. Without limiting the generality of Section 3.1, Client agrees that Client will not, and will not permit any person, including without limitation the Users, to:
(a) use the Service other than as permitted by this Agreement;
(b) use the Service to violate, infringe or appropriate any person's privacy rights, publicity rights, defamation rights, intellectual property rights, proprietary rights, contractual rights or any other legal right;
(c) use the Service to upload, collect, transmit, store, use or process, or ask Codeca to obtain from third parties, any data: (i) that Client does not have the lawful right to copy, transmit, distribute and display (including any Client Content that would violate any confidentiality or fiduciary obligations that Client might have with respect to the Client Content); or (ii) for which Client does not have the consent or permission from the owner of any Personal Information contained therein;
(d) use the Service in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other Personal Information in a misleading manner or for fraudulent or misleading purposes;
(e) use the Service in a manner that is libelous or defamatory, harmful to minors in any way, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another's privacy;
(f) use the Service in a manner that is hateful or discriminatory based on race, colour, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Codeca;
(g) use the Service to impersonate a Codeca employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(h) sublicense or transfer any of Client's rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Service for the benefit of a third party or to operate a service bureau;
(i) copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Service;
(k) interfere with, or attempt to interfere with, the Service, the System or any other networks or services connected to the Service, whether through the use of viruses, bots, worms or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware.
3.3 Client Content. Client is solely responsible for the Client Content and will not provide, post or transmit any Client Content or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or Personal Information. Codeca may take remedial action if Client Content violates this Section 3.3, however, Codeca is under no obligation to review Client Content for accuracy or potential liability.
4. Fees, Payment and Suspension. As consideration for the subscription to the Service, Client will pay Codeca the fees ("Fees") set forth in and in accordance with the Order Form. All Fees will be billed in advance on an annual or monthly basis and are due within 30 days of invoice date, unless otherwise agreed to in the Order Form. Overdue amounts shall accrue interest at the rate of 12% per annum, or at the highest legal interest rate, if less. Client shall reimburse Codeca for all expenses (including reasonable attorneys' fees) incurred by Codeca to collect any amount that is not paid when due. All Fees owed by Client in connection with this Agreement are exclusive of, and Client shall pay, all sales, use, excise and other taxes that may be levied upon Client in connection with this Agreement, except for employment taxes and taxes based on Codeca's net income. Codeca reserves the right (in addition to any other rights or remedies Codeca may have) to discontinue the Service and suspend all UserIDs and Client's access to the Service if any Fees set forth in the Order Form are more than 30 days overdue until such amounts are paid in full. Client shall maintain complete, accurate and up-to-date Client billing and contact information at all times.
5.1 Obligation. Client agrees (a) to hold the Confidential Information in strict confidence, (b) to limit access to the Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use the Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, Client will not be in violation of this Section 5.1 with regard to a disclosure that was in response to a valid order or requirement by a court or other governmental body, provided that Client gives Codeca prior written notice of such disclosure in order to permit Codeca to seek confidential treatment of such information.
5.2 Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of Client, (b) was in Client's lawful possession prior to the disclosure, as shown by Client's competent written records, (c) is independently developed by Client without reference to the Confidential Information, as shown by Client's competent written records, or (d) is lawfully disclosed to Client by a third party without restriction on disclosure.
6.1 System and Technology. Client acknowledges that Codeca retains all right, title and interest in and to the Codeca Property, and that the Codeca Property is protected by intellectual property rights owned by or licensed to Codeca. Other than as expressly set forth in this Agreement, no license or other rights in the Codeca Property are granted to the Client, and all such rights are hereby expressly reserved by Codeca. Codeca shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Users, relating to the Service.
6.2 Client Content. Client retains all right, title and interest in and to the Client Content. Codeca will only use Client Content to provide the Service under this Agreement. Client will be solely responsible for providing all Client Content required for the proper operation of the Service. Subject to the terms and conditions of this Agreement, Client grants to Codeca a non-exclusive, perpetual, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Client Content (a) as necessary to provide the Service to Client, and (b) for Codeca's business purposes, including training, enhancing, developing, creating, improving and commercializing Codeca's systems and proprietary technology, the Codeca Property and Codeca's other products and services. Client will ensure Codeca's use of any Client Content in accordance with the terms of this Agreement will not violate the rights of any third party.
7.1 Term. The term of this Agreement will commence on the Effective Date and will continue indefinitely, unless otherwise agreed to in the Order Form, until terminated by either party as set forth in this Section 7.
7.2 Termination for Convenience. Either party may terminate this Agreement for any reason by giving the other party at least 30 days' prior written notice.
7.3 Termination for Default. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach (if curable) within 30 days after written notice of such breach.
7.4 Effect of Termination. Upon the termination of this Agreement for any reason, (a) any amounts owed to Codeca under this Agreement before such termination will become immediately due and payable; and (b) Client will return to Codeca all property (including any Confidential Information) of Codeca in its possession or control. Codeca agrees that upon any early termination of this Agreement, Codeca will allow the Client to access, without the right to modify, enhance or add to, the Client Content (either through on-line access or an off-line mechanism provided by Codeca) for up to 30 days after termination. Thereafter, Codeca will remove all Client Content from the System and all Client access to or use of the System and Service will be immediately suspended. The rights and duties of the parties under Sections 4 through 6, this Section 7.4 and Sections 8 through 11 will survive the termination or expiration of this Agreement.
THE SERVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CODECA TO CLIENT ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. CODECA HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. CODECA DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CODECA EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CLIENT IN CONNECTION WITH Client'S USE OF THE SERVICE (INCLUDING ALERTS AND RECOMMENDATIONS) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CLIENT FOR ANY PURPOSE WHATSOEVER.
CODECA IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO CROWDWORKER PLATFORMS, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY CODECA, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY CODECA.
THE SERVICES ARE OFFERED AND CONTROLLED BY CODECA FROM ITS FACILITIES IN CANADA. CODECA MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
9. Indemnity. Client agrees to indemnify, defend and hold harmless Codeca and its affiliates, and each of their respective officers, directors, agents, shareholders, employees and representatives (collectively, the "Indemnified Parties"), from and against any third party claim, demand, loss, damage, cost or liability (including reasonable attorneys' fees) (collectively and individually, "Claims") incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement or the Service, including without limitation in relation to: (a) Client's use, non-use or misuse of the Service; (b) Client's violation or alleged violation of this Agreement; (c) Client's violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein; or (d) an allegation that the Client Content, or the use of Client Content pursuant to this Agreement, infringes the intellectual property rights or other rights of a third party or otherwise causes harm to a third party. Codeca reserves the right, at Client's expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Codeca and Client agrees to cooperate with Codeca's defense of these Claims. Client agrees to not settle any matter without the prior written consent of Codeca. Codeca will use reasonable efforts to notify you of any such Claims upon becoming aware of them.
10. Limitation of Liability. The following provisions have been negotiated by each party , are a fair allocation of risk, are an essential basis of the bargain under this Agreement and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
10.1 Amount. CODECA'S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY CODECA UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL CODECA'S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
10.2 Type. IN NO EVENT SHALL CODECA BE LIABLE TO CLIENT FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (C) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (D) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL CODECA BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
10.3 No Jury Trial. CLIENT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT CLIENT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
10.4 No Participating in Class Action. CLIENT AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CLIENT HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
10.5 Limitation of Time. Client agrees that it will not bring a claim under or related to this Agreement more than 12 months from when such claim first arose.
11.1 Publicity. Codeca may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement and the relationship between the parties. Client agrees to allow Codeca to use Client's name in customer lists and other promotional materials describing Client as a customer of Codeca and user of the Service.
11.2 Assignment. Client may not assign this Agreement to a third party without Codeca's prior written consent not to be unreasonably withheld, except to a third party that controls, is controlled by or is under common control with Client. Codeca may assign this Agreement or any rights hereunder to any third party without Client's consent. Any assignment in violation of this Section 11.2 shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound to the terms of this Agreement which shall be binding upon and inure to the benefit of the parties successors and permitted assignees.
11.3 Force Majeure. If the performance of any obligation hereunder, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party's reasonable control, including but not limited to acts of God, labour strikes and other labour disturbances, power surges or failures, Internet connectivity, or the act or omission of any third party (each, a "Force Majeure Event"), the party shall be excused from such performance to the extent necessary. Each party will use reasonable efforts to implement industry standard procedures to minimize the disruption of such Force Majeure Events and shall use reasonable efforts to remove such causes of non-performance.
11.4 Arbitration. Except for any dispute related to the intellectual property rights of a party, any dispute or claim arising out of or relating to this Agreement will be referred to and finally resolved arbitration administered by the British Columbia International Commercial Arbitration Centre pursuant to its applicable Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall be one.
11.5 Choice of Law. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
11.6 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing: (i) to Codeca, by email at email@example.com or by certified mail at 288 E 1st Street, North Vancouver, British Columbia, V7L 1B3; or (ii) to Client, by email or by certified mail at the addresses set forth in the Order Form. Notwithstanding the foregoing, each party may change its address from time to time upon written notice to the other party of the new address. Notices will be deemed to have been given upon receipt, or when delivery is refused.
11.7 Entire Agreement. This Agreement, including the Order Form, is the entire understanding and agreement of the parties, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof. Only an agreement in writing signed by both parties may modify it.
11.8 Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.9 Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.