As a registered webinar attendee and / or member of the wehangchristmaslights.com resources program you agree to the following terms and conditions of this agreement. Registered company, party or individual will be referred to as “participant” for the remainder of this agreement.

Participant will not utilize the WHCL, Inc / wehangchristmaslights.com resources to train other individuals or companies without the expressed written permission of WHCL, Inc. The webinar is proprietary to WHCL, Inc / wehangchristmaslights.com and is CONFIDENTIAL. ALL information, videos, documents, forms, etc. that are located within the Licensee Resources section of wesellchristmaslight.com are CONFIDENTIAL and may not be shared or used to train other individuals, companies or organizations outside of your company. For companies that are a part of a franchised organization, the confidential information shall only be shared with franchises that are under participant’s direct ownership.

NOTICES

Notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be served personally or shall be delivered to the party to whom notice is to be given, by reputable overnight mail equivalent carrier or by first class mail, properly posted and addressed as follows:

WHCL, Inc.
22431 Antonio Parkway Ste. B 160-513
Rancho Santa Margarita, CA 92688

COMPLIANCE

The parties shall comply with all applicable laws, rules, regulations, and statutes within the United States and elsewhere this Agreement is to be performed.

LIABILITY LIMITATION

The parties shall not be liable to each other for consequential damages, incidental damages, special damages and/or lost profits, even if advised of the possibility of the same. In all events, each part’s liability to the other is limited to the contract amount.

ADDITIONAL TERMS AND CONDITIONS
The price a Participant charges the customer for services is established by the Participant. wehangchristmaslights.com does not guarantee the profit earned by Participant.
wehangchristmaslights.com reserves the right, in its sole discretion, to immediately terminate, without notice, access the wehangchristmaslights.com web site FOR ANY REASON. Termination of Participant’s ability to access the web site may occur due to the following reasons, including, but not limited to: failure to maintain an active license within the jurisdiction where work is to be preformed, failure to maintain all required bonds and insurance, failure to comply with the terms and conditions of this agreement (as amended from time to time), failure to make payment to wehangchristmaslights.com, customer complaints, disciplinary action taken against Participant by the regulatory agencies governing said participant. These terms and conditions may be modified or added to at any time by wehangchristmaslights.com, at the sole discretion of wehangchristmaslights.com . wehangchristmaslights.com will notify Participant of all changes to the Terms and Conditions.
wehangchristmaslights.com does not guarantee Participant’s work or any manufacturer’s performance pursuant to a product warranty issued by the manufacturer. wehangchristmaslights.com is not liable for any damages sustained as a result of defective products or services provided by Participant. wehangchristmaslights.com is not liable for the performance of any product or service furnished by Participant or the failure by Participant to render services or deliver products. wehangchristmaslights.com is not liable for any damages sustained by Participant’s customers for services not being provided when expected. wehangchristmaslights.com is not liable for any misuse of products or use of products by Participant or its customers.
The Participant recognizes it is an independent participant and not an employee or agent of wehangchristmaslights.com. The Participant shall supply, at its own expense, all materials, supplies, equipment and tools required to accomplish the services it agrees to perform with its customers. Payroll taxes, including federal, state and local taxes, shall not be withheld or paid by wehangchristmaslights.com on behalf of the Participant or for the employees of the Participant. The Participant shall be responsible to pay all taxes as mandated by law. wehangchristmaslights.com shall not obtain worker’s compensation insurance on behalf of the Participant or the employees of the Participant. Participant shall comply with the worker’s compensation law concerning its business and its employees.
Participant is responsible for complying with all local, state and federal laws regarding the conduct of its business, including, but not limited to, obtaining any necessary participant’s licenses required to perform works of improvement. wehangchristmaslights.com makes no representation as to Participant’s ability to conduct business within any jurisdiction and Participant is responsible for conducting all due diligence to determine if the services contemplated to be performed by Participant may be legally conducted within the jurisdiction where work is to be preformed by Participant.

NON-DISCLOSURE OF TRADE SECRETS
wehangchristmaslights.com may from time to time disclose certain confidential information to Participant. wehangchristmaslights.com will notify Participant of that information it deems confidential. Participant acknowledges that it had no prior knowledge of said confidential information provided to it by wehangchristmaslights.com. Participant further agrees and warrants that it will not disclose said confidential information to any party, including any of its employees or agents, which has not executed and delivered to wehangchristmaslights.com a separate non-disclosure agreement. Participant acknowledges that wehangchristmaslights.com name, Mark, likeness and style of doing business are the sole property of wehangchristmaslights.com.

ATTORNEYS FEES
In the event of any action at law or in equity between the parties hereto to enforce any of the provisions hereof, the unsuccessful party or parties to such litigation including any appeals, shall pay to the successful party or parties all costs and expenses, including reasonable attorneys fees, incurred therein by such successful party or parties; and if such successful party or parties shall recover judgment in any such action or proceeding, such costs, expenses and attorneys fees may be included in and made part of such judgment. The successful party shall be the party who is entitled to recover its costs of suit, whether or not the suit proceeds to final judgment.

GOVERNING LAW AND VENUE
This Agreement shall be construed in accordance with the laws of the State of California. Any action brought at law or in equity relating to or in connection with this Agreement must be maintained in Riverside County, California.

INTEGRATION/AMENDMENT
This Agreement constitutes the full and complete understanding between the parties hereto and shall supersede any and all prior and contemporaneous written and oral agreements concerning the subject matter contained herein. This Agreement and any portions thereof may be modified, amended or waived only by a written instrument executed by the party against whom such amendment, modification or waiver shall be enforced.

SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties, their respective heirs, legal representatives, successors and assigns.
HEADINGS
The titles or headings of the various paragraphs hereof are intended solely for convenience or reference and are not intended and shall not be deemed to modify or explain any of the provisions of this Agreement.

SEVERABILITY
If any material condition or provision herein contained is held to be invalid, void or unenforceable by a final judgment of any court of competent jurisdiction, then the remaining provisions of this Agreement remain in full force and effect.

WAIVER
No waiver by any party hereto of any breach or default shall be considered to be a waiver of any other breach or default. The waiver of any condition shall not constitute a waiver of any breach of default. The waiver of any condition shall not constitute a waiver of any breach or default with respect to any other condition, representation or warranty.

INDEMNIFICATION
IF PARTICIPANT HAS COMMITTED OR IS ALLEGED TO HAVE COMMITTED NEGLIGENCE, MISCONDUCT, MALFEASANCE, OMISSION, WRONGDOING OR ANY OTHER ACTION WHICH EXPOSES PARTICIPANT OR wehangchristmaslights.com TO LIABILITY FOR DAMAGES OR EQUITABLE REMEDIES AS A RESULT OF PARTICIPANT’S ACTS OR OMISSIONS, INCLUDING ACTS OR OMISSIONS RELATED TO SUPPLYING GOODS OR THE PERFORMANCE OF SERVICES TO CUSTOMERS, OR IF PARTICIPANT HAS COMMITTED A BREACH PERTAINING TO THIS AGREEMENT, PARTICIPANT SHALL INDEMNIFY, DEFEND AT PARTICIPANT’S EXPENSE (WITH COUNSEL SELECTED BY wehangchristmaslights.com), PROTECT AND HOLD wehangchristmaslights.com HARMLESS WHEREFROM, INCLUDING, WITHOUT LIMITATION PAYING FOR ALL ATTORNEYS FEES, COSTS AND DAMAGES ASSOCIATED WITH ALL SUCH ALLEGATIONS, CLAIMS, SUITS, APPEALS, DEMANDS, ARBITRATIONS AND/OR OTHER PROCEEDINGS.

THIRD PARTY BENEFICIARY
No person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either expressed or implied) is intended to confer upon any other person or entity any rights, remedies, obligations or liabilities under or by reason of this Agreement.

CONSTRUCTION
Whenever the context of this Agreement requires the same, the singular shall include the plural and the masculine, feminine and neuter shall include the others. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to sections and subsections are to this Agreement. All recitals and exhibits are incorporated in this Agreement by reference. If the day on which a party is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day. The parties hereby waive California Civil Code Section 1654 which states in cases of uncertainty not removed by the proceeding rules, the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist, and that this Agreement must be interpreted so as to give effect to the mutual intents of the parties as it exists at the time this Agreement is entered into.

RELATIONSHIP BETWEEN THE PARTIES
The parties agree that the relationship between them shall not be construed as a partner, agency, joint venture, alter ego, employee or employer.

FURTHER INSTRUMENTS AND ACTION
The parties agree to execute all instruments and documents and to take all actions as may be required in order to consummate the transaction contemplated by this Agreement.

SURVIVAL
All of the covenants, representations, warranties, indemnity and confidentiality obligations set forth in this Agreement shall survive the Term of this Agreement.

ASSIGNMENT
wehangchristmaslights.com may assign its rights and obligations under this Agreement to a parent company and/or subsidiaries thereof, and/or to any entity which it chooses. Participant may not assign any portion of this Agreement, without the express written consent of wehangchristmaslights.com, with the exception to a wholly owned subsidiary of Participant.

NO GOVERNMENT CONSENT
No consent, approval, or authorization of, or declaration, filing, or registration with, any United States Federal, State, or local government or regulatory authority is required to be made or obtained by any party in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement.

FORCE MAJEURE
Neither party shall be liable to the other for failure or delay in the performance of a required obligations, other than the payment of money, if such failure or delay is caused by riot, fire, flood, natural disaster or other similar cause beyond such party’s control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if the such condition continues for a period of sixty (60) days.

PUBLICITY
Neither party may publicize this Agreement, except as provided above, or the purpose hereof, in the absence of the sole and absolute written approval of each party hereto.

EXECUTION BY ONLINE ACKNOWLEDGMENT
By checking the Acknowledgment and Acceptance link accompanying this online agreement, Participant hereby agrees and accepts the terms and conditions set forth in this Participant Agreement.

COMPLIANCE
The parties shall comply with all applicable laws, rules, regulations, and statutes within the United States and elsewhere this Agreement is to be performed.

LIABILITY LIMITATION
wehangchristmaslights.com SHALL NOT BE LIABLE TO PARTICIPANT FOR ANY CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES AND/OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. IN ALL EVENTS, wehangchristmaslights.com LIABILITY TO PARTICIPANT IS LIMITED TO THE CONTRACT AMOUNT.

NON-SOLICITATION
Neither party shall solicit the other, or employees thereof, for employment. This clause shall not prevent, however, any party from hiring anyone who has responded to a help-wanted or similar announcement in any newspaper, classifieds, trade publication, website, and the like.