Terms of Use

If any Participant does not agree to these Terms of Use, such Participant shall agree not to use the Program and in doing so shall not be granted a license to the product.

DO NOT USE THE PROGRAM FOR MEDICAL EMERGENCIES OR IF YOU ARE HAVING SUICIDAL THOUGHTS OR OTHER MENTAL HEALTH ISSUES. IF YOU HAVE A MEDICAL EMERGENCY OR ARE CONTEMPLATING HARMING YOURSELF OR OTHERS, YOU SHOULD DISCONTINUE USING THE PROGRAM AND CALL 911 IMMEDIATELY OR ATTEND THE EMERGENCY ROOM OF THE NEAREST HOSPITAL OR HEALTH CENTRE. UNDER NO CIRCUMSTANCES SHOULD YOU ATTEMPT SELF-TREATMENT BASED ON ANY CONTENT FROM THE PROGRAM.

YOU FURTHER CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE DISCLAIMER PROVISIONS (AS DEFINED BELOW)

These Terms of Use and Access to Program (“Terms of Use”) are dated as of the Effective Date (as defined on the Cover Page) among Knox’s Paige Inc., a corporation incorporated under the provincial laws of Ontario, Canada, d.b.a Fire to Light (the “Company”), and any entity or individual (each a “Client”) who has entered into a written Agreement with the Company by signing a Cover Page to provide access to the Program to its end users, and any Participant (as defined below) (for the purposes of the Terms of Use, the Participant, and the Company are each individually a “Party”, and collectively the “Parties”).

Acceptance of the Terms of Use in Order to Use the Program.

It is important that each Client and Participant reads these Terms of Use carefully. By registering for, logging in and/or otherwise accessing or using the Company’s online mental fitness program for fire departments, (the “Program”), which each Client and Participant agrees to be good and valuable consideration, such Client and Participant hereby represents, warrants and signifies that such Client and the Participant, respectively is: (a) at least 18 years of age (except by the Client, if the Client is not an individual); (b) has read, understood and agrees to be bound by these Terms of Use, as it may be amended from time to time; and (c) has read and understood the Company’s Privacy Policy, which can be accessed at https://www.firetolight.org/privacy the "Privacy Policy"), the terms of which are incorporated herein by reference, and agrees to abide by the Privacy Policy. These Terms of Use govern all use of the Program, however accessed, including from unregistered users who access the Program, and users that were not approved by the Client.

Summary of License Terms

During the Term (as defined below), the Company grants to the Participant a non-exclusive, non-transferable, non-sublicensable, revocable license to access the Program.

Article 1: Membership and Program Fees

1.1 Program. Under the terms of this Agreement (including, without limitation, the Program Pre-Conditions, as defined below), the Company agrees to provide the Program to end users in the Client’s organization (each a “Participant” and collectively, the “Participants”) for the Program Duration (the “Program”). If the Client is an individual, the Client shall be included in the definition of Participant. Any services that are requested that are not a part of the Program (as determined by the Company, in its sole discretion) shall be subject to a separate agreement between the Parties, and subject to additional fees. The Client acknowledges that each Participant's enrolment in and access to the Program is conditional on (collectively, the “Program Pre-Conditions”): (i) the Company’s receipt in full of the Program’s fees (including, without limitation, as set out in the Customer agreement); (ii) each Client and Participant agreeing to these Terms of Use.

1.2 Responsibility for Participants. The Client shall be responsible and liable for each Participant’s access to and use of the Program, and compliance with these Terms of Use.

1.3 Participants Responsibilities. Participants agree to engage in all Program activities as outlined in their selected Program option or in any other materials provided by the Company. Failure to participate actively may affect the perceived value and outcomes of the program.

Article 2: Disclaimer; No Warranties.

2.1 Disclaimers (collectively, “Disclaimer Provisions”).

MENTAL HEALTH DISCLAIMERS.

(i) Program is not for diagnosis; solely for information. The Program and its contents are designed for information purposes only and cannot be used to diagnose or treat any mental health problems. The Program is not a substitute for professional mental health care or emergency services.

(ii) Participant experiencing Crisis. If the Participant experiences increased distress, low mood, or any other mental health problems while using the Program, the Participant must stop using the Program and seek professional help immediately (including, without limitation, calling 911, other emergency number depending on location, or visiting the Participant’s local emergency room, if the Participant is in crisis, e., the Participant feels as if it may act on thoughts to harm itself), as well as seeking the Participant’s family physician, a school counselor, or any other resources for mental health services in the Participant’s community.

(iii) PROGRAM NOT EXCLUSIVE OR COMPREHENSIVE. The Program is not intended to be a fixed protocol or to dictate an exclusive course of treatment or procedure to be followed. The Program should not be considered inclusive of all proper approaches or methods, or exclusive of other acceptable approaches or methods of care; cannot guarantee a successful outcome; and does not establish a standard of care. Nothing contained in the Program is to be considered medical advice for specific situations, nor as a substitute for the advice or professional judgment of a healthcare professional or other professional mental health care.

THE PARTICIPANT USES THE PROGRAM (AND THE RESULTS THEREOF) AT THEIR OWN RISK. ANY EXAMPLES OF TESTIMONIALS ARE NOT MEANT AS A PROMISE OR GUARANTEE OF THE PARTICIPANT’S OWN SUCCESS AS A RESULT OF THE PROGRAM, AND THE PARTICIPANT SHALL NOT RELY ON THE PROGRAM FOR ANY REASON.

THE PROGRAM MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, INACCURACY, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY COMMUNICATIONS BETWEEN THE PARTICIPANT OR THE CLIENT AND THE PROGRAM.

DISCLAIMER OF ALL WARRANTIES. THE COMPANY HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, ALONG WITH ANY ANCILLARY SERVICES, IS BEING PROVIDED “AS IS”, WITHOUT ANY TYPE OF WARRANTY WHATSOEVER.

If applicable law limits the applicability of the disclaimers set out in Article 2, the disclaimers will apply to the extent permissible under applicable law.

Article 3: Limited Liability.

3.1 Exclusion of Consequential Damages. In no event shall the Company be liable for any consequential, indirect, incidental, punitive or special damages whatsoever, including without limitation damages for loss of business profits, business interruption, loss of business information, and the like, arising out of this Agreement.

3.2 Cumulative Liability.

To the Client. In no event shall the Company’s aggregate liability under this Agreement or in any way related to this Agreement or the Program exceed the Program Fee paid to the Company within the twelve (12) months preceding the event giving rise to such liability (“Liability to Client”).

To the Participant. Subject to the Liability to Client, in no event shall the Company’s aggregate liability to a Participant under this Agreement or in any way related to this Agreement or the Program exceed CAD $50.

3.3 Clarifications and Disclaimers. The liabilities limited by this Article 3 apply to liability regardless of the form of action, whether in contract, tort, strict product liability, negligence, or otherwise, even if the Company is advised in advance of the possibility of the damages in question and even if such damages were foreseeable and even if a Party’s remedies fail of their essential purpose. If applicable law limits the application of the provisions of this Article 3, the Company’s liability will be limited to the maximum extent permissible. The liability limits and other rights set forth in this Article 3 apply likewise to the Company’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

Article 4: Indemnification

4.1 Indemnification.

Indemnification by Client. The Client will at its own expense, defend, indemnify, and hold the Company, its officers, directors, contractors, members, managers, agents, and employees (collectively, “Protected Parties”), harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including legal fees (collectively, “Claims”), arising out of, related to, or in connection with: (a) the Client’s or the Participant’s use of or access to the Program; (b) the Client’s or the Participant’s breach of the Confidentiality Provisions, Prohibited Use Provisions, or the Intellectual Property Provisions; or (c) the Client’s or the Participant’s negligence, fraud or willful misconduct; (d) the Client’s or the Participant’s material breach of these Terms of Use, or (e) any damage to personal property, personal injury or death caused by or related to the acts or omissions of the Client or Participant.

Indemnification by Participant. Each Participant will, at its own expense, defend, indemnify, and hold the Protected Parties, harmless from any and all Claims arising out of, related to, or in connection with: (a) the Participant’s use of or access to the Program; (b) the Participant’s breach of the Confidentiality Provisions, Prohibited Use Provisions, or the Intellectual Property Provisions; or (c) the Participant’s negligence, fraud or willful misconduct; (d) the Participant’s material breach of these Terms of Use, or (e) any damage to personal property, personal injury or death caused by or related to the acts or omissions of the Participant.

4.2 Indemnification Procedure. The Client and the Participant must: (1) give the Company prompt written notice of any actual or threatened claim for which indemnity may be sought; and (2) at Company’s option, take sole control of the defense and settlement thereof; provided however, that the Client and the Participant must not settle any claim without the Protected Parties’ prior written consent unless that settlement includes a full and final release of all claims against each of the Protected Parties and does not impose any material obligations on any of the Protected Parties. Any of the Protected Parties may, at its own expense, participate in the defense and settlement of a claim with counsel of its own choosing.

Article 5: Obligations of the Participant; Acknowledgements by the Participant.

5.1 Provide Timely Information. The Participant must, and the Client must ensure that each of its Participants provide all information reasonably requested by the Company.

5.2 Registration Information. The Client and the Participant each agree and understand that they are responsible for maintaining the confidentiality of their password, which, together with the Client’s or the Participant’s, as applicable, name and e-mail address (“User ID”), allows the Client or the Participant to access the Program. The User ID and password, together with any other contact information the Client or the Participant provides the Company at the time of signing up for the Program form the “Registration Information.” The Client and the Participant each agree that all Registration Information provided to the Company will be accurate and up-to-date. The Client and the Participant agree to keep their passwords secure. The Company will not be liable if the Company is unable to retrieve or reset a lost password. If the Participant or the Client become aware of any unauthorized use of their password or account, the Participant and the Client, as applicable, agree to notify the Company via e-mail at as soon as possible.

5.2 Prohibited Use (“Prohibited Use Provisions”).

Each of the Client and Participant shall:

Prevent Third Party Access. prevent any person who is not a Participant from using or accessing the Program (including without limitation, any Confidential Information);
Not Use Program in Objectionable Ways. not use the Program in any manner that, in the Company’s sole discretion, is objectionable or which may expose the Company to any harm or liability whatsoever;
Use Interface Provided by Company. only access (or try to access) and use the Program through interfaces provided by the Company.
Not Use Automated Means to Access Program. not access (or try to access) and use the Program through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers.
Not Use Other Accounts. not use or attempt to use another participant or end user’s account.
No Impersonation. not impersonate any person or entity, or falsely state or otherwise misrepresent the Participant, the Participant’s personal information, or the Participant’s affiliations with any person or entity.
No Breach of Law. not breach any applicable local, national or international law or regulation.
No Impairment of Server. not use the Program in any way that may damage, disable, overburden, and/or impair the Program’s server, or any network connected to the Program server, and/or interfere with any other party’s use or enjoyment of the Program.
No Reverse Engineering. not attempt to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Program;
No Derivative Works. not attempt to modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Program, or to create derivative works based on the Program; and/or
No Infringement of Company’s Intellectual Property. not infringe upon the Company’s intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Program in any form (including by e-mail or other electronic means), without the Company’s prior written consent.

Any of the foregoing prohibited uses, may, at the Company’s sole discretion, result in immediate account termination for the Participant and/or the Client.

5.3 Moderation of content created by the Participant. The Client and the Participant acknowledges that although the Company is not required to moderate the Client or the Participant’s use of the Program, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms of Use or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.

5.4 Objectionable content created by others. The Participant acknowledges that when using the Program, the Participant may come across material that the Participant finds objectionable, offensive or indecent and agree that the Participant is using the Program at the Participant’s own risk.

5.5 User Responsibility for Equipment. The Client agrees, and the Participant agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, internet providers, other equipment and ancillary services needed to connect to, access or otherwise use the Program.

Article 6: Term and Termination

6.1 Start of Agreement.

Start of Agreement. The Agreement commences on the Effective Date, as set out on the Cover Page.

6.2 Term. The Term of this Agreement shall be determined as described on the Cover Page.

6.3 Termination (“Termination Provision”). To the extent permitted by applicable law, the Company may immediately terminate this Agreement, or a Participant’s access to the Program at any time, at its sole discretion, upon written notice to the Participant. The Client may terminate this Agreement for any reason by providing the Company with written notice of its intent to terminate at least ten (10) days prior to the end of the Initial Term or applicable Renewal Term. The Participant cannot terminate this Agreement early for any reason. The Participant cannot terminate the Participant’s enrolment in the Program unless the Company, at any time and in its sole discretion, provides written notice to the Client and Participant stating otherwise.

6.4 Effect of Termination. In the event that the Company or Client terminate this Agreement, each Participant’s access to the Program(s) will also terminate on the same date as the Client’s access. The provisions of this Terms of Use concerning indemnification, Prohibited Use Provisions, Confidentiality Provisions, Intellectual Property Provisions, Disclaimer Provisions, and limitation of liability shall survive the termination or expiry of these Terms of Use.

Article 7: Confidentiality, Intellectual Property and Privacy

7.1 The Client and the Participant each agree to be bound by the following confidentiality provisions (“Confidentiality Provisions”):

Definition of Confidential Information. “Confidential Information” means information that is non-public, confidential or proprietary in nature relating to the Program, including without limitation the Program’s materials (whether in electronic form or made available to the party in private social media groups, or otherwise), documentation, techniques, formulas, methods, processes, algorithms, code, software, notes, trade secrets, images, video, audio or any login member credentials, whether oral, written or otherwise, and whether obtained by the party during, before or after the date of this Terms of Use.

Obligations of Confidentiality. The Confidential Information will be kept confidential by the Client and the Participant and will not, without the Company’s prior written consent: (a) be used by the Participant or the Client in any way detrimental to the Company or the Company’s subsidiaries or affiliates; or (b) be disclosed by the Participant or the Client, in any manner whatsoever, in whole or in part, and will not be used by the Participant or the Client directly or indirectly, for any purpose at any time other than the Participant’s enrolment in the Program.

Confidentiality Exclusions. The term “Confidential Information” does not include Confidential Information which: (a) is or becomes generally available to the public other than as a result of a disclosure by the Client or the Participant, as applicable or any of the Client’s or the Participant’s representatives, as applicable or by anyone to whom the Client or the Participant, as applicable or any of the Client’s or the Participant’s representatives, as applicable transmit any Confidential Information; or (b) is or becomes known or available to the Client or the Participant, as applicable, on a non-confidential basis and not in contravention of applicable law, from a source which has represented to the Client or the Participant, as applicable that it is entitled to disclose it to the Client or the Participant, as applicable on such basis and which representation the Client or the Participant, as applicable reasonably believed.

Disclosure Required by Law. In the event that the Client, the Participant or any person to whom the Client or the Participant transmits the Confidential Information, pursuant to or in breach of this Terms of Use, is required by law to disclose any of the Confidential Information, the Client and the Participant, as applicable will provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Terms of Use.

7.2 Intellectual Property (“Intellectual Property Provisions”).

Ownership of Intellectual Property. The Client and the Participant each acknowledge, that any and all intellectual property, including, but not limited to, Confidential Information, audio, videos, written materials, documentation, images, designs, works made for hire, marks, trademarks, copyrights, trade secrets, and any other materials or elements associated with the Program (collectively the “Intellectual Property”) is the sole intellectual property of the Company or its licensors. The Client and the Participant further acknowledge that, the Company and its third-party licensors own and shall continue to own all right, title, and interest in and to the Intellectual Property. Except for the limited, revocable license expressly granted to the Participant and the Client herein, these Terms of Use does not grant the Participant or the Client any ownership or other right or interest in or to any Intellectual Property or any intellectual property rights of the Company, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that the Company uses in connection with services rendered by the Company are marks owned by the Company. These Terms of Use does not grant the Participant or the Client any right, license, or interest in such marks or Intellectual Property, and the Participant and the Client shall not assert any right, license, or interest in such marks or Intellectual Property that are confusingly similar thereto.

Limited License to Program. The Company hereby grants the Client and the Participant a non-exclusive, non-transferable, revocable, limited license to use the Program in accordance with this Terms of Use and any license restrictions set out herein. This limited license is subject to full payment of the fees when due by the Client, if applicable. This license may be revoked by the Company upon breach of these Terms of Use by the Client or the Participant, as applicable, and shall automatically be revoked upon termination or expiration of this Agreement.

Feedback Disclaimer. From time to time, the Client or the Participant may choose to submit Feedback (as defined below) to the Company. The Company has not agreed to and does not agree to treat as confidential any Feedback that the Client or a Participant provide to the Company, and nothing in the Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict the Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Client or a Participant. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of the Company’s Program or other products or services.

7.3 Privacy. By entering into this Agreement, the Client and the Participant each agree to be bound by the terms of the Company’s privacy policy, as may be amended from time to time.

Article 8: Third Party Website Links, Content and Services.

8.1 Hosting Platform. The Program is accessed via a platform hosted by Kajabi (“Hosting Platform”). By entering into this Agreement, the Participant and the Client each agree to be bound by the Hosting Platform’s terms of service, as may be amended from time to time. The Hosting Platform’s terms of service may be amended at any time without notice. In the event that the Hosting Platform amends its terms of service for any reason, the Client and the Participant each agree to be bound by such amendment in order to continue to access the platform hosted by the Hosting Platform and participate in the Program.

8.2 Third Party Website Links. The Program or the Hosting Platform may contain links to other third-party websites or content (“Third Party Website(s)”) such as third-party affiliate websites. If a Participant links to any Third Party Website, they may be subjected to those Third-Party Websites’ terms and conditions and other policies. The Company makes no representation or guarantee as to the accuracy or authenticity of the information contained in any such Third-Party Website, and the Client and the Participant each acknowledge that the Client and the Participant’s linking to any other website is completely at the Participant’s or Client’s own risk and the Company disclaims all liability thereto. Any and all contents and services (including advertising) within the Program or the Hosting Platform that are not owned by the Company are “Third Party Content and Services”. The Company accepts no responsibility or liability for Third Party Content and Services. In addition, and without limiting the generality of the foregoing, the Company may include links to websites operated by third parties, including advertisers and other content providers. Those Third Party Websites may collect data or solicit personal information from the Participant. The Company does not control such Third Party Websites, and is not responsible for their content, policies, or collection, use or disclosure of any information, those websites may collect.

Article 9: Miscellaneous

9.1 Assignment. The Client and the Participant may not assign or transfer any rights or obligations under this Agreement. The Company may assign this Agreement without the Client’s or Participant’s consent at any time.

9.2 No Other Representations. The Client represents, warrants, and agrees, and the Participant represents, warrants, and agrees that the Client or Participant is not relying upon any prior proposal, sales call, representation, promise or understanding relating to the Program in contemplation of entering this Agreement, whether oral or written.

9.3 Amendment.

Changes to Programs. The Company is committed to a collaborative partnership with its clients. The Company and Client may modify the particulars of the Programs by mutual written agreement after thorough, good faith discussion. Continued participation by Client and Participants after any such modifications shall signify acceptance of the new terms.

Change to Service Scope. Subject to the amendment restrictions set out in applicable law, the Company may add to, discontinue or revise these Terms of Use, or any aspect, mode, design, or service provided under the Program, which include, but are not limited to the: scope of features, timing of features, software/hardware required to access the Program; and geographic locations or jurisdictions in which certain features may be available.

Material Change to Terms of Use. In the event of a material change to the Terms of Use, for which the Company is required by law to provide notice to the Participant or the Client, the Company will provide written notice to the Participant or the Client, as applicable (at least the minimum notice period as required under applicable law) via the e-mail address supplied to the Company by the Participant or the Client, as applicable. This written notice will contain any details to the extent required by applicable law (including, without limitation, the new or amended agreement terms, how such terms read formerly, the date of the coming into force of the amendment). The Company highly recommends that the Client and the Participant reads the amendments carefully. Unless explicit consent is required by the law, the Company has the right to assume that each Participant and the Client accessing the Program has accepted the change to these Terms of Use.

Updated Terms of Use Will Be Posted on Program. The Company will post the most current Terms of Use on the Program and your use of the Program will be subject to the most current Terms of Use as posted on the Program at such time. It is the Participant and the Client’s responsibility to visit this page to find any updates that may have been made to the Terms of Use. The Participant and the Client each hereby agree that none of the Protected Parties shall be liable to the Participant, the Client, or any other third party for any amendments to the Terms of Use.

9.4 Waiver. None of the provisions of these Terms of Use shall be deemed to have been waived by any act or acquiescence on the part of the Company, its officers, directors, contractors, members, managers, agents, or employees, except by duly signed written instrument. The failure of the Company to enforce any provision of these Terms of Use shall not constitute a waiver of the future enforcement of that provision and shall not constitute a waiver of the enforcement of any other provision.

9.5 Binding Effect. The Parties represent and warrant that they are authorized to execute these Terms of Use and that these Terms of Use and all of its terms and provisions shall be binding upon and inure to the benefit of the Parties and their heirs, legal representatives, successors, and assigns.

9.6 Governing Law and Jurisdiction. These Terms of Use and any disputes relating to this Terms of Use shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby attorn to the non-exclusive jurisdiction of the Province of Ontario, without regard of any conflict of law principles that would select a different jurisdiction.

9.7 Remedies. The Client and the Participant each agree that monetary damages would not alone be sufficient to remedy any breach by the Participant of any term or provision of these Terms of Use and that the Company will also be entitled to equitable relief, including injunction and specific performance, in the event of any breach hereof and in addition to any other remedy available pursuant to these Terms of Use or at law or in equity.

9.8 Severability. The invalidity of any portion of these Terms of Use whether declared invalid by a court or otherwise shall not affect the validity of the remainder of the Terms of Use. If a court of competent jurisdiction should find the provisions of any provision of these Terms of Use to be invalid, illegal, or unenforceable to any extent, the remainder of these Terms of Use and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.9 Notices. Any notice or other communication required or permitted to be given to the Participant or the Client shall be in writing and shall be delivered by e-mail to the e-mail associated with the Client’s or the Participant’s account, as applicable. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by Email, or sent by registered mail, charges prepaid, addressed as follows:

if to the Company

100 john st, Brampton On, L6W 0A8

Attention: Fire to Light Administration

Email: [email protected]

Article 1: Membership and Program Fees

1.1 Program. Under the terms of this Agreement (including, without limitation, the Program Pre-Conditions, as defined below), the Company agrees to provide the Program to end users in the Client’s organization (each a “Participant” and collectively, the “Participants”) for the Program Duration (the “Program”). If the Client is an individual, the Client shall be included in the definition of Participant. Any services that are requested that are not a part of the Program (as determined by the Company, in its sole discretion) shall be subject to a separate agreement between the Parties, and subject to additional fees. The Client acknowledges that each Participant's enrolment in and access to the Program is conditional on (collectively, the “Program Pre-Conditions”): (i) the Company’s receipt in full of the Program’s fees (including, without limitation, as set out in the Customer Contract); (ii) each Client and Participant agreeing to these Terms of Use.

1.2 Responsibility for Participants. The Client shall be responsible and liable for each Participant’s access to and use of the Program, and compliance with these Terms of Use.

Article 2: Disclaimer; No Warranties.

2.1 Disclaimers (collectively, “Disclaimer Provisions”).

MENTAL HEALTH DISCLAIMERS.

(i) Program is not for diagnosis; solely for information. The Program and its contents are designed for information purposes only and cannot be used to diagnose or treat any mental health problems. The Program is not a substitute for professional mental health care or emergency services.

(ii) Participant experiencing Crisis. If the Participant experiences increased distress, low mood, or any other mental health problems while using the Program, the Participant must stop using the Program and seek professional help immediately (including, without limitation, calling 911 or visiting the Participant’s local emergency room, if the Participant is in crisis, e., the Participant feels as if it may act on thoughts to harm itself), as well as seeking the Participant’s family physician, a school counselor, or any other resources for mental health services in the Participant’s community.

(iii) PROGRAM NOT EXCLUSIVE OR COMPREHENSIVE. The Program is not intended to be a fixed protocol or to dictate an exclusive course of treatment or procedure to be followed. The Program should not be considered inclusive of all proper approaches or methods, or exclusive of other acceptable approaches or methods of care; cannot guarantee a successful outcome; and does not establish a standard of care. Nothing contained in the Program is to be considered medical advice for specific situations, nor as a substitute for the advice or professional judgment of a healthcare professional or other professional mental health care.

THE PARTICIPANT USES THE PROGRAM (AND THE RESULTS THEREOF) AT THEIR OWN RISK. ANY EXAMPLES OF TESTIMONIALS ARE NOT MEANT AS A PROMISE OR GUARANTEE OF THE PARTICIPANT’S OWN SUCCESS AS A RESULT OF THE PROGRAM, AND THE PARTICIPANT SHALL NOT RELY ON THE PROGRAM FOR ANY REASON.

THE PROGRAM MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. WE ASSUME NO RESPONSIBILITY FOR ANY ERROR, INACCURACY, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY COMMUNICATIONS BETWEEN THE PARTICIPANT OR THE CLIENT AND THE PROGRAM.

DISCLAIMER OF ALL WARRANTIES. THE COMPANY HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, ALONG WITH ANY ANCILLARY SERVICES, IS BEING PROVIDED “AS IS”, WITHOUT ANY TYPE OF WARRANTY WHATSOEVER.

If applicable law limits the applicability of the disclaimers set out in Article 2, the disclaimers will apply to the extent permissible under applicable law.

Article 3: Limited Liability.

3.1 Exclusion of Consequential Damages. In no event shall the Company be liable for any consequential, indirect, incidental, punitive or special damages whatsoever, including without limitation damages for loss of business profits, business interruption, loss of business information, and the like, arising out of this Agreement.

3.2 Cumulative Liability.

To the Client. In no event shall the Company’s aggregate liability under this Agreement or in any way related to this Agreement or the Program exceed the Program Fee paid to the Company within the twelve (12) months preceding the event giving rise to such liability (“Liability to Client”).

To the Participant. Subject to the Liability to Client, in no event shall the Company’s aggregate liability under this Agreement exceed CAD $50.

3.3 Clarifications and Disclaimers. The liabilities limited by this Article 3 apply to liability regardless of the form of action, whether in contract, tort, strict product liability, negligence, or otherwise, even if the Company is advised in advance of the possibility of the damages in question and even if such damages were foreseeable and even if a Party’s remedies fail of their essential purpose. If applicable law limits the application of the provisions of this Article 3, the Company’s liability will be limited to the maximum extent permissible. The liability limits and other rights set forth in this Article 3 apply likewise to the Company’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

Article 4: Indemnification

4.1 Indemnification.

Indemnification by Client. The Client will at its own expense, defend, indemnify, and hold the Company, its officers, directors, contractors, members, managers, agents, and employees (collectively, “Protected Parties”), harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including legal fees (collectively, “Claims”), arising out of, related to, or in connection with: (a) the Client’s or the Participant’s use of or access to the Program; (b) the Client’s or the Participant’s breach of the Confidentiality Provisions, Prohibited Use Provisions, or the Intellectual Property Provisions; or (c) the Client’s or the Participant’s negligence, fraud or willful misconduct; or (d) the Client’s or the Participant’s material breach of these Terms of Use.

Indemnification by Participant. Each Participant will, at its own expense, defend, indemnify, and hold the Protected Parties, harmless from any and all Claims arising out of, related to, or in connection with: (a) the Participant’s use of or access to the Program; (b) the Participant’s breach of the Confidentiality Provisions, Prohibited Use Provisions, or the Intellectual Property Provisions; or (c) the Participant’s negligence, fraud or willful misconduct; or (d) the Participant’s material breach of these Terms of Use.

4.2 Indemnification Procedure. The Client and the Participant must: (1) give the Company prompt written notice of any actual or threatened claim for which indemnity may be sought; and (2) at Company’s option, take sole control of the defense and settlement thereof; provided however, that the Client and the Participant must not settle any claim without the Protected Parties’ prior written consent unless that settlement includes a full and final release of all claims against each of the Protected Parties and does not impose any material obligations on any of the Protected Parties. Any of the Protected Parties may, at its own expense, participate in the defense and settlement of a claim with counsel of its own choosing.

Article 5: Obligations of the Participant; Acknowledgements by the Participant.

5.1 Provide Timely Information. The Participant must, and the Client must ensure that each of its Participants provide all information reasonably requested by the Company.

5.2 Registration Information. The Client and the Participant each agree and understand that they are responsible for maintaining the confidentiality of their password, which, together with the Client’s or the Participant’s, as applicable, name and e-mail address (“User ID”), allows the Client or the Participant to access the Program. The User ID and password, together with any other contact information the Client or the Participant provides the Company at the time of signing up for the Program form the “Registration Information.” The Client and the Participant each agree that all Registration Information provided to the Company will be accurate and up-to-date. The Client and the Participant agree to keep their passwords secure. The Company will not be liable if the Company is unable to retrieve or reset a lost password. If the Participant or the Client become aware of any unauthorized use of their password or account, the Participant and the Client, as applicable, agree to notify the Company via e-mail at as soon as possible.

5.2 Prohibited Use (“Prohibited Use Provisions”).

Each of the Client and Participant shall:

Prevent Third Party Access. prevent any person who is not a Participant from using or accessing the Program (including without limitation, any Confidential Information);
Not Use Program in Objectionable Ways. not use the Program in any manner that, in the Company’s sole discretion, is objectionable or which may expose the Company to any harm or liability whatsoever;
Use Interface Provided by Company. only access (or try to access) and use the Program through interfaces provided by the Company.
Not Use Automated Means to Access Program. not access (or try to access) and use the Program through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers.
Not Use Other Accounts. not use or attempt to use another participant or end user’s account.
No Impersonation. not impersonate any person or entity, or falsely state or otherwise misrepresent the Participant, the Participant’s personal information, or the Participant’s affiliations with any person or entity.
No Breach of Law. not breach any applicable local, national or international law or regulation.
No Impairment of Server. not use the Program in any way that may damage, disable, overburden, and/or impair the Program’s server, or any network connected to the Program server, and/or interfere with any other party’s use or enjoyment of the Program.
No Reverse Engineering. not attempt to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Program;
No Derivative Works. not attempt to modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Program, or to create derivative works based on the Program; and/or
No Infringement of Company’s Intellectual Property. not infringe upon the Company’s intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Program in any form (including by e-mail or other electronic means), without the Company’s prior written consent.

Any of the foregoing prohibited uses, may, at the Company’s sole discretion, result in immediate account termination for the Participant and/or the Client.

5.3 Moderation of content created by the Participant. The Client and the Participant acknowledges that although the Company is not required to moderate the Client or the Participant’s use of the Program, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms of Use or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.

5.4 Objectionable content created by others. The Participant acknowledges that when using the Program, the Participant may come across material that the Participant finds objectionable, offensive or indecent and agree that the Participant is using the Program at the Participant’s own risk.

5.5 User Responsibility for Equipment. The Client agrees, and the Participant agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, internet providers, other equipment and ancillary services needed to connect to, access or otherwise use the Program.

Article 6: Term and Termination

6.1 Start of Agreement.

Participant Start of Agreement. For the Participant, the Agreement commences on the date that the Participant first accesses the Program (whether or not registered) (Participant’s “Effective Date”).

Client Start of Agreement. For the Client, the Agreement commences on the earlier of: (a) the Customer Contract, and (b) the date that the Client first accesses the Program (the earlier of (a), and (b) is the Client’s “Effective Date”).

6.2 Term. This Agreement commences on the Effective Date, and terminates after the end of the Program Duration (as defined in the Customer Contract), unless renewed in accordance with a Customer Contract.

6.3 Termination (“Termination Provision”). To the extent permitted by applicable law, the Company may immediately terminate these Terms of Use, or a Participant’s access to the Program at any time, at its sole discretion, upon written notice to the Participant. The Participant cannot terminate these Terms of Use early for any reason.

6.4 Effect of Termination. The provisions of this Terms of Use concerning indemnification, Prohibited Use Provisions, Confidentiality Provisions, Intellectual Property Provisions, Disclaimer Provisions, and limitation of liability shall survive the termination or expiry of these Terms of Use.

Article 7: Confidentiality, Intellectual Property and Privacy

7.1 The Client and the Participant each agree to be bound by the following confidentiality provisions (“Confidentiality Provisions”):

Definition of Confidential Information. “Confidential Information” means information that is non-public, confidential or proprietary in nature relating to the Program, including without limitation the Program’s materials (whether in electronic form or made available to the party in private social media groups, or otherwise), documentation, techniques, formulas, methods, processes, algorithms, code, software, notes, trade secrets, images, video, audio or any login member credentials, whether oral, written or otherwise, and whether obtained by the party during, before or after the date of this Terms of Use.

Obligations of Confidentiality. The Confidential Information will be kept confidential by the Client and the Participant and will not, without the Company’s prior written consent: (a) be used by the Participant or the Client in any way detrimental to the Company or the Company’s subsidiaries or affiliates; or (b) be disclosed by the Participant or the Client, in any manner whatsoever, in whole or in part, and will not be used by the Participant or the Client directly or indirectly, for any purpose at any time other than the Participant’s enrolment in the Program.

Confidentiality Exclusions. The term “Confidential Information” does not include Confidential Information which: (a) is or becomes generally available to the public other than as a result of a disclosure by the Client or the Participant, as applicable or any of the Client’s or the Participant’s representatives, as applicable or by anyone to whom the Client or the Participant, as applicable or any of the Client’s or the Participant’s representatives, as applicable transmit any Confidential Information; or (b) is or becomes known or available to the Client or the Participant, as applicable, on a non-confidential basis and not in contravention of applicable law, from a source which has represented to the Client or the Participant, as applicable that it is entitled to disclose it to the Client or the Participant, as applicable on such basis and which representation the Client or the Participant, as applicable reasonably believed.

Disclosure Required by Law. In the event that the Client, the Participant or any person to whom the Client or the Participant transmits the Confidential Information, pursuant to or in breach of this Terms of Use, is required by law to disclose any of the Confidential Information, the Client and the Participant, as applicable will provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Terms of Use.

7.2 Intellectual Property (“Intellectual Property Provisions”).

Ownership of Intellectual Property. The Client and the Participant each acknowledge, that any and all intellectual property, including, but not limited to, Confidential Information, audio, videos, written materials, documentation, images, designs, works made for hire, marks, trademarks, copyrights, trade secrets, and any other materials or elements associated with the Program (collectively the “Intellectual Property”) is the sole intellectual property of the Company or its licensors. The Client and the Participant further acknowledge that, the Company and its third-party licensors own and shall continue to own all right, title, and interest in and to the Intellectual Property. Except for the limited, revocable license expressly granted to the Participant and the Client herein, these Terms of Use does not grant the Participant or the Client any ownership or other right or interest in or to any Intellectual Property or any intellectual property rights of the Company, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that the Company uses in connection with services rendered by the Company are marks owned by the Company. These Terms of Use does not grant the Participant or the Client any right, license, or interest in such marks or Intellectual Property, and the Participant and the Client shall not assert any right, license, or interest in such marks or Intellectual Property that are confusingly similar thereto.

Limited License to Program. The Company hereby grants the Client and the Participant a non-exclusive, non-transferable, revocable, limited license to use the Program in accordance with this Terms of Use and any license restrictions set out herein. This limited license is subject to full payment of the fees when due by the Client, if applicable. This license may be revoked by the Company upon breach of these Terms of Use by the Client or the Participant, as applicable, and shall automatically be revoked upon termination or expiration of this Agreement.

Feedback Disclaimer. From time to time, the Client or the Participant may choose to submit Feedback (as defined below) to the Company. The Company has not agreed to and does not agree to treat as confidential any Feedback that the Client or a Participant provide to the Company, and nothing in the Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict the Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Client or a Participant. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of the Company’s Program or other products or services.

7.3 Privacy. By entering into this Agreement, the Client and the Participant each agree to be bound by the terms of the Company’s privacy policy, as may be amended from time to time.

Article 8: Third Party Website Links, Content and Services.

8.1 Hosting Platform. The Program is accessed via a platform hosted by Kajabi (“Hosting Platform”). By entering into this Agreement, the Participant and the Client each agree to be bound by the Hosting Platform’s terms of service, as may be amended from time to time. The Hosting Platform’s terms of service may be amended at any time without notice. In the event that the Hosting Platform amends its terms of service for any reason, the Client and the Participant each agree to be bound by such amendment in order to continue to access the platform hosted by the Hosting Platform and participate in the Program.

8.2 Third Party Website Links. The Program or the Hosting Platform may contain links to other third-party websites or content (“Third Party Website(s)”) such as third-party affiliate websites. If a Participant links to any Third Party Website, they may be subjected to those Third-Party Websites’ terms and conditions and other policies. The Company makes no representation or guarantee as to the accuracy or authenticity of the information contained in any such Third-Party Website, and the Client and the Participant each acknowledge that the Client and the Participant’s linking to any other website is completely at the Participant’s or Client’s own risk and the Company disclaims all liability thereto. Any and all contents and services (including advertising) within the Program or the Hosting Platform that are not owned by the Company are “Third Party Content and Services”. The Company accepts no responsibility or liability for Third Party Content and Services. In addition, and without limiting the generality of the foregoing, the Company may include links to websites operated by third parties, including advertisers and other content providers. Those Third Party Websites may collect data or solicit personal information from the Participant. The Company does not control such Third Party Websites, and is not responsible for their content, policies, or collection, use or disclosure of any information, those websites may collect.

Article 9: Miscellaneous

9.1 Assignment. The Client and the Participant may not assign or transfer any rights or obligations under this Agreement. The Company may assign this Agreement without the Client’s or Participant’s consent at any time.

9.2 Entire Agreement. These Terms of Use, along with any additional terms or policies incorporated herein by reference, or any Customer Contract, represents the entire Terms of Use between the Client, Participant and the Company concerning the Program, and these Terms of Use supersedes and replaces any prior proposal, representation, promise or understanding relating to the Program, whether oral or written. The Client represents, warrants, and agrees, and the Participant represents, warrants, and agrees that the Client and the Participant is not relying upon any prior proposal, sales call, representation, promise or understanding relating to the Program, whether oral or written.

9.3 Amendment.

Change to Service Scope. Subject to the amendment restrictions set out in applicable law, the Company may add to, discontinue or revise these Terms of Use, or any aspect, mode, design, or service provided under the Program, which include, but are not limited to the: scope of features, timing of features, software/hardware required to access the Program; and geographic locations or jurisdictions in which certain features may be available.

Material Change to Terms of Use. In the event of a material change to the Terms of Use, for which the Company is required by law to provide notice to the Participant or the Client, the Company will provide written notice to the Participant or the Client, as applicable (at least the minimum notice period as required under applicable law) via the e-mail address supplied to the Company by the Participant or the Client, as applicable. This written notice will contain any details to the extent required by applicable law (including, without limitation, the new or amended agreement terms, how such terms read formerly, the date of the coming into force of the amendment). The Company highly recommends that the Client and the Participant reads the amendments carefully. Unless explicit consent is required by the law, the Company has the right to assume that each Participant and the Client accessing the Program has accepted the change to these Terms of Use.

Updated Terms of Use Will Be Posted on Program. The Company will post the most current Terms of Use on the Program and your use of the Program will be subject to the most current Terms of Use as posted on the Program at such time. It is the Participant and the Client’s responsibility to visit this page to find any updates that may have been made to the Terms of Use. The Participant and the Client each hereby agree that none of the Protected Parties shall be liable to the Participant, the Client, or any other third party for any amendments to the Terms of Use.

9.4 Waiver. None of the provisions of these Terms of Use shall be deemed to have been waived by any act or acquiescence on the part of the Company, its officers, directors, contractors, members, managers, agents, or employees, except by duly signed written instrument. The failure of the Company to enforce any provision of these Terms of Use shall not constitute a waiver of the future enforcement of that provision and shall not constitute a waiver of the enforcement of any other provision.

9.5 Binding Effect. The Parties represent and warrant that they are authorized to execute these Terms of Use and that these Terms of Use and all of its terms and provisions shall be binding upon and inure to the benefit of the Parties and their heirs, legal representatives, successors, and assigns.

9.6 Governing Law and Jurisdiction. These Terms of Use and any disputes relating to this Terms of Use shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby attorn to the non-exclusive jurisdiction of the Province of Ontario, without regard of any conflict of law principles that would select a different jurisdiction.

9.7 Remedies. The Client and the Participant each agree that monetary damages would not alone be sufficient to remedy any breach by the Participant of any term or provision of these Terms of Use and that the Company will also be entitled to equitable relief, including injunction and specific performance, in the event of any breach hereof and in addition to any other remedy available pursuant to these Terms of Use or at law or in equity.

9.8 Severability. The invalidity of any portion of these Terms of Use whether declared invalid by a court or otherwise shall not affect the validity of the remainder of the Terms of Use. If a court of competent jurisdiction should find the provisions of any provision of these Terms of Use to be invalid, illegal, or unenforceable to any extent, the remainder of these Terms of Use and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.9 Notices. Any notice or other communication required or permitted to be given to the Participant or the Client shall be in writing and shall be delivered by e-mail to the e-mail associated with the Client’s or the Participant’s account, as applicable. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by Email, or sent by registered mail, charges prepaid, addressed as follows:

If the Company

100 john st, 2703, Brampton On, Canada L6W 0A8

Attention: Administration

Email: [email protected]