Create the Rules Catalyst (formerly known as the Business Accelerator) Agreement
This Create the Rules Catalyst Agreement, effective the date of purchase
is made between:
Marissa Loewen Enterprises Inc.
of Edmonton, Alberta
(Hereinafter called the “Business”)
– and –
The purchaser of a membership
(Hereinafter collectively called the “Client”)
- Whereas the Client requires and wishes to utilize, and the Business (hereinafter collectively referred to as the “Parties”) agrees to provide, access to the membership area and consulting services (hereinafter collectively referred to as the “Services”) of the Business as outlined herein;
- And Whereas the Parties agree and acknowledge that they are the age of majority, and have the legal authority to enter into and be bound by the terms of this Agreement;
- And Whereas the Parties agree and acknowledge that they are fully competent and capable to enter into, and agree to be bound by the terms and conditions of this Agreement;
- And Whereas the Client agrees and acknowledges that it has entered into this Agreement voluntarily, and not while under any duress or undue influence from the Business or any other person or entity; and
- Whereas each of the Parties relies on this Agreement being enforced according to its terms, and would not have entered into this Agreement if it intended to vary or have the terms herein be varied;
- Now therefore, this Agreement confirms that in consideration of the following promises hereinafter expressed on the part of the Client and the part of the Business and the fees to be paid as outlined below, the Parties hereto agree to the terms and conditions as follows:
- The Client acknowledges and agrees that it is solely, entirely, and fully responsible for its own physical, mental, and emotional well-being at all times before, during, and after the Term (as defined below) of this Agreement, including but not limited to: the Client’s well-being as a result of the Client’s business decisions, and the Client’s choices in its personal life.
- The Client acknowledges and agrees that the Services, namely access to the membership area and consulting, do not and will not involve treatment or diagnosis of any physical or mental health illness.
- The Client acknowledges and agrees that the Services are NOT intended to be, nor will they be a replacement for proper treatment or therapy and that NO therapist-client relationship is established by virtue of the Parties entering into this Agreement. The Business shall NOT be obligated to provide psychotherapy or similar counselling to the Client, and the Client SHALL advise its mental health service provider, if such a provider exists, of its decision to enter into this Agreement.
- The Client acknowledges and agrees that while this Agreement does contain terms regarding Confidentiality outlined below, the Business shall in addition to the permitted situations outlined herein, be able to release any and all information discovered about the Client, the Client’s business or otherwise as required by law or as otherwise determined in the Business’s sole and absolute discretion, including but not limited to: in situations of serious physical threat or imminent danger to the Client or another individual.
- The Client acknowledges and agrees that the Business shall not be responsible to provide, nor is qualified to provide legal, tax, accounting, insurance or financial planning advice. The Client further agrees that all inquiries related thereto shall be referred to the applicable professionals.
- The Client acknowledges and agrees that the Business-Client professional relationship is an intensive, comprehensive, and all-encompassing experience that may include interaction with numerous aspects of your life, including but not limited to: finances, fitness (both physical and mental), and interpersonal relationships.
- The Client acknowledges and agrees that notwithstanding the amount or quality of the Services provided by the Business and/or reliance thereof by the Client, the Client is solely, exclusivity, and entirely responsible for the integration of the methods, techniques or Services provided by the Business.
- The Client specifically acknowledges and agrees that the Business DOES NOT and CANNOT GUARANTEE any particular outcome or degree of success, including but not limited to: increased salary, increased number of leads, upward career trajectory, acquisition of a specific position or otherwise. The Client further acknowledges and agrees that any failure to achieve any specific expectation of the Client shall not be a breach of this Agreement, shall not result in a refund of any sort from the Business, and that any remedy the Client may be entitled to is limited to the amounts permitted by the terms of this Agreement, which are all in the sole and absolute discretion of the Business.
Scope of Services:
- Subject to the terms and conditions of this Agreement, the Business shall only be responsible to provide the Services to the Client as outlined below.
- The Client acknowledges and agrees that the Services provided shall be tailored to the specific needs of the Client, as determined in the sole and absolute discretion by the Business. The Client acknowledges and agrees that the Business shall be entitled to substitute Services equal to or comparable to those agreed upon, if the Business determines in its sole and absolute discretion that such a modification is appropriate. The Client agrees that its obligations to pay the Business and fulfill all other obligations herein shall remain in the event of a change of the scope and/or nature of Services to be provided.
- The Client acknowledges and agrees that the Services may include education, consulting, and/or Business techniques, including but not limited to: brainstorming, creativity exercises, exploration of restrictions to success, development and assessment of goals, and strategies to incorporate business and/or career plans. The Client acknowledges that the aforesaid techniques and methods may be used to form the particular Business Program that the Business designs for the Client.
- The Parties acknowledge that the Client has chosen either the monthly membership or the 12 months paid in full, and shall receive the following Services:
Access to the Membership Areas and Programs outlined as The Profit Plan and Business Accelerator membership
- The Parties agree that any additional Services that the Client desires that are not outlined herein are available at an additional cost to be determined in the sole and absolute discretion of the Business. The Parties agree that any additional Services must be agreed to in writing, in the form of an addendum to be signed by both Parties, and such addendum shall be in addition to all the terms of this Agreement.
- The Business may take general direction from the Client in terms of its needs and wants out of the Program, but the Business shall exercise and implement whatever means and methods it determines in its sole and absolute discretion to be necessary when providing the Services.
- The Client shall not be entitled to withhold payment of all or any portion of the fees as outlined herein if it feels that the Services were not performed to its satisfaction.
Business as Independent Contractor:
- The Parties acknowledge and agree:
(a) that the Business is an independent contractor and supplies all the Services hereunder as an
(b) that neither the Business, nor any person employed by or associated with the Business in the
performance of the Services or otherwise, is an employee of, or has an employment relationship of any kind with the Client or is in any way entitled to employment benefits of any kind whatsoever from the Client, including, but not limited to: private programs or coverage and statutory programs and coverage, whether under employment standards statutes, workers’ compensation plans, unemployment/employment schemes, health plan contributions or otherwise;
(c) The Business agrees that as it is an independent contractor and not an employee, the Client
shall have no liability or responsibility for the withholding, collection, or payment of any
taxes, employment insurance premiums, or Canada Pension Plan contributions on any amounts paid by the Client to the Business or amounts paid by the Business to its employees or contractors.
(d) As the Business is an independent contractor, it is free to provide Services of any nature and kind to other individuals or entities as it pleases, and shall provide all the necessary tools, equipment, labour, and supervision, if applicable when providing the Services to the Client or otherwise.
Fees & Payment:
- The Client agrees to pay to the Business, in consideration of the Services outlined herein, the agreed to amount (the “Fee”) and must be paid prior to the first of the month in which the services are to be used. The Client shall pay the entire Fee prior to any Services being provided by the Business. The Fee shall be inclusive of any expenses incurred by the Business.
- If in the case of the Pay it Backward Clause, the client has access to services for 12 months before payment is required. The amount (the “Fee”) must still be paid by the end of the 12 months. If payment can not be paid by the end of 12 months, alternate arrangements will be made with a confirmed date between both the Client and the Business.
- This Price will remain in effect for every renewal period unless the Client cancels. If they cancel, they are not entitled to their original Price and can rejoin at the current price advertised.
- The Client agrees that all accounts are due and payable upon receipt of the invoice from the Business, and that if the account remains outstanding after 15 days, interest will be charged on the outstanding balance at the rate of 5 % per month (60% per annum).
- The Client acknowledges and agrees that failure to pay to the Business the Fee in accordance with the terms of this Agreement, shall result in damage to the Business, and shall relieve the Business from its obligation to perform any and all services under this Agreement. The Client further acknowledges and agrees that the entire Fee, regardless of payment plan, shall be paid notwithstanding the Client’s failure to attend or finish the Services, and that the only refund of monies available is as outlined herein.
Cancellation and/or Postponement:
- Subject to the terms of the Agreement, the Client shall not be entitled to any refund of the Fee and/or all other monies paid for any and all reasons.
- Any cancellation of a session by the Client shall be made in writing, signed by the Client, either individually or jointly, and delivered personally to the Business at firstname.lastname@example.org or in the membership area of Simplero or in accordance with another method of delivery that the Business at its sole discretion may accept, such acceptance shall be conveyed through email or other method determined by the Business.
- Any cancellation of a session by the Business shall be made in writing, signed by the Business, and sent to the Client via email at the contact provided by the client in the invoice. The Business shall not be responsible for any inconvenience, cost, expense or other damage of any nature and kind incurred by the Client due to the Business’s cancellation. However, the Business shall work with the Client to reschedule a mutually convenient time and date for the cancelled session.
- The Client may terminate the Agreement following execution by both Parties PRIOR to the first of the month or before their next billing date.
- The Client SHALL NOT receive any refund for ANY AND ALL REASONS, subject to the sole and absolute discretion of the Business. If the Business decides to cancel your membership for any and all reasons, subject to the sole and absolute discretion of the Business due to violating community rules or agreements, the Business may refund a partial amount. All refunds are subject to the sole and absolute discretion of the Business.
- The Client shall provide the Business with its credit card information as security for payments being made. The Business shall be authorized to charge the Client’s credit card(s) for any unpaid charges on the dates outlined herein. The Business shall be entitled to make all charges at the time payments are due and not require separate authorization for any multiple-payment plan or if the Client is in arrears to the Business. The Client shall not make any chargebacks to the Business’s account and/or change and/or cancel the credit card provided as security without the Business’s prior written consent. The Client shall be responsible for any fees associated with recouping chargeback expenses or collection fees, including on a solicitor-client basis.
Subject to the terms of this Agreement:
- The Client agrees that the Business shall have the right to terminate the Agreement at any time if the Client is in arrears of payment. The Client further agrees that upon any default of this Agreement, including outstanding arrears, all payments shall be immediately due and payable. The Client agrees that if it is in arrears or has otherwise defaulted under this Agreement, the Business’s obligation to provide the Services shall cease immediately.
- The Client agrees that the Business shall have the right to terminate the Agreement at any time, in its sole and absolute discretion, acting reasonably, for any and all reasons, including but not limited to: the Client’s behaviour becoming disruptive or violent; the Client failing to adhere to the requirements, rules or agreements of the Program or Business, missing schedule sessions or otherwise.
- The Client shall be entitled to terminate this Agreement upon 30 days notice, regardless of the reason, to the Business by way of e-mail (with read receipt), fax, letter or other medium as mutually agreed upon by the Parties. Notice shall be deemed to be served upon the passing of two days of the recorded method of service. Upon receipt of such notice, the Business may waive notice in which event this Agreement shall terminate immediately. The Business shall be entitled to serve its notice via email (with read receipt), and the notice shall be effective immediately.
- The Client agrees that whether it or the Business terminates the Agreement, the Client shall not be entitled to any refund of any monies paid and shall be responsible for all monies owing under the terms of this Agreement immediately.
Business’s Copyright and Intellectual Property Rights:
- The Client acknowledges that any and all rights to photographs, Program materials, plans, vision boards, documents and any and all other written, visual, intangible, digital, electronic, audio, video creations directly or indirectly derived or related to the Services and/or the Program (collectively referred to as the “Works”) belong to the Business, are proprietary, and are protected by the Canadian Copyright Law, specifically the Copyright Act RSC, 1985 c. C-42.
- The Client acknowledges and agrees that the Business is the original author of the Works and shall remain the first, last, and sole owner of all copyrights and intellectual property in the Works. The Client agrees that the Works, including but not limited to any Program materials, use of the Program, or access to the Program may not be reproduced, copied, sold or utilized for any and all commercial purposes, and that this Agreement is not transferable or assignable without the Business’s prior written consent, which the Business may unreasonably withhold.
- The Client further acknowledges and agrees that the Works, including but not limited to the Business’s original Programs materials, shall be provided to the Client for its individual use only and the Client shall not be authorized to use any of the Works for its own business purposes, nor sell, transfer or otherwise share any of the Works to anyone.
- The Client hereby waives any and all rights in the Works to which it is now or may at any future time possess under any applicable copyright, designs or patent laws or any similar provisions of any law, legislation, regulation or otherwise in any jurisdiction, including, but not limited to any moral rights related to the Works.
- In addition to the foregoing terms relating to Copyright, the Client acknowledges and
agrees as follows:
(a) The Client shall maintain all information received in the Program and from the Services in the strictest confidence. The Client shall not disclose or disseminate or use in any medium for any person or entity’s benefit for any and all reasons, any and all information whether business oriented or personal of the Business, including but not limited to: any of the Works, the Business’s methods, materials, techniques, results, trade secrets or other strategies or systems developed by the Business or any other confidential information directly or indirectly related to the business of the Business, either shared by the Business to the Client or arising out of this Agreement in any and all manners.
(b) The Client acknowledges that the Business may hypothetically and inconspicuously share matters discussed with the Client to others, without identifying or naming the Client for training or consultation purposes or otherwise, and that this shall not be a breach of this Agreement.
(c) The Client acknowledges that this Agreement serves as a full and final release and absolute and final consent and authorization from the Client to use the Client’s information, the Works or otherwise as per the terms outlined in this Agreement at all times following the execution of this Agreement and following the termination thereof.
(d) The Client consents to recordings being made of sessions, Services, the Program or otherwise, and agrees that the Business shall be entitled at its sole and absolute discretion to use any Works, including recordings of sessions and materials submitted by the Client for future Business and/or marketing purposes or otherwise, without any compensation to the Client.
(e) The Client acknowledges that it is impossible to fully protect the confidentiality of Client’s information in any form, including but not limited to that which may be transferred electronically or digitally, and that the Business shall not be responsible for any damages that may result from the release of the Client’s information for any and all reasons.
(f) The Parties agree that they and their successors, estates, heirs, and any other potential party suing on behalf of either Party shall be bound by the confidentiality provisions contained herein during and following the termination of this Agreement, whether due to expiry of the Services or voluntary termination by either Party or otherwise.
- WAIVER and RELEASE, INDEMNITY, and LIMITATION OF LIABILITY:
Please read the following sections of this Agreement VERY CAREFULLY as they limit your right to sue the Business, even if the Business itself or anyone else is NEGLIGENT in ANY WAY. The following sections also limit the amount of money you are entitled to recover from the Business.
By signing this Agreement, you agree to waive and release all legal rights you may have against Business, and you also agree to defend, protect, and reimburse the Business, if the Business is sued by you, on your behalf or by a third party.
If you are uncertain of the legal effect of these sections or any part of this Agreement on your legal rights, it is recommended that you seek independent legal advice before you agree to sign the Agreement.
- The Client acknowledges and agrees that the Business makes NO GUARANTEES, representations, warranties or otherwise of any nature and kind, including but not limited to: any particular results desired by the Client; the Client achieving financial success; enhanced business acumen; increased career opportunities or otherwise. The Client specifically acknowledges and agrees that it is solely, completely, and absolutely responsible for its own progress, results, and success that may or may not be achieved as a result of the Services, the Program, the professional relationship between the Client and Business or otherwise.
WAIVER AND RELEASE: CLIENT HAS NO RIGHT TO SUE FOR ANY REASON
- Subject to the terms of this Agreement, by signing this Agreement, the Client for itself, its next of kin, its heirs, executors, successors, administrators and assigns (all of whom are hereinafter collectively referred to as the “Releasors”) agrees to forever waive and release the Business, its employees, agents, representatives, heirs, executors, assigns, Marissa Loewen and her heirs, executors, assigns, and any and all parties that are associated to the Business or Marissa Loewen, including any insurers (all of whom are hereinafter collectively referred to as the “Releasees”) from any and all claims, demands, damages, actions or causes of actions, including but not limited to: breach of contract; failure to achieve a specific result desired by the Client; the Client’s implementation of the Services or Program materials or strategies, mental or physical distress, release of any Client information, loss of revenue or anticipated profits; copyright infringement, injury or loss sustained while driving to, from or during the performance of Services or otherwise; and any and all types or forms of negligence by the Releasees, arising out of or in consequence to any loss, injury, damage, death to any person or property arising out of or incurred in connection to the performance of this Agreement, no matter how indirect or remote, and whether anticipated, unforeseen or otherwise.
Indemnity: Client’s Obligation to Defend, Protect, and Reimburse The Business
- The Contractor agrees to hold harmless, defend, and indemnify the Releasees from and against any and all claims, demands, suits, liability, damages, loss, costs, legal fees, expenses, and actions or causes of actions of whatever kind or nature which may directly or indirectly or otherwise result from or arise out of or in connection to the performance of this Agreement, including, but not limited: to any acts or omissions of the Client and/or its employees or anyone at law that the Client is responsible for whether deliberate, accidental or through negligence; claims by the Client’s employer or superiors for any financial or other loss following implementation of the Business’s recommended strategies; any and all claims made on behalf of the Client; any and all claims made by a third party against any Releasee; and any and all types of negligence by the Releasees.
Limitation of Liability and Client’s Limited Ability To Recover:
- The Client agrees that if the Business is unable to perform any or all of the terms of this Agreement, for any and all reasons and/or if the Client sues the Business or is sued by a third party for any and all claims, demands, damages, actions or causes of actions, including but not limited to any type or form of negligence of the Business or any other Releasee, arising out of or in consequence to any loss, injury, damage, death to any person or property arising out of or incurred in connection to the performance of this Agreement, the Client’s only remedy, if at all, for any actions or claims shall be limited to a refund whose total amount cannot exceed the total monies paid by Client, and received by the Business, minus reasonable expenses incurred by the Business, under this Agreement, and that the Business or any of the Releasees shall have no further liability with respect to this Agreement or otherwise.
- The Client acknowledges and agrees that it has been given ample and adequate time to read the foregoing paragraphs, namely paragraphs 43-47, has been advised of its right to seek independent legal advice, and the Client further agrees that it fully appreciates and understands the nature and effect of the waivers, releases, limitations of liability, and indemnities contained therein.
Client’s Representations and Warranties:
- The Client hereby represents and warrants that it is not a party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or to perform its obligations herein and that the Client will not by entering into this Agreement or fulfilling its obligations herein, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favour of any third party.
- The Client represents and warrants that it has the authority and capacity to enter into this Agreement and to bind the Client to the terms and conditions contained herein.
- If there is a dispute or disagreement under this Agreement that is not resolved by the Parties, either the Business or Client may (the “Appellant”) notify the other Party (the “Recipient”) of its desire to have the matter resolved by arbitration and unless within ten (10) days following such written notice the matter is resolved, the dispute shall be submitted to arbitration. Notice shall be as per term 36 herein.52. The Appellant and the Recipient shall appoint a single arbitrator (the “Arbitrator”) who shall have such technical and other qualifications as may be reasonably necessary to enable the arbitrator to properly adjudicate upon the matter;
- The Appellant and the Recipient shall be deemed to have failed to concur in the appointment of a single arbitrator if the arbitrator is not appointed within Fifteen (15) days after the service by one party upon the other party of a notice requesting that it concur in such appointment. Either party to the proposed arbitration shall then be entitled to apply to a Justice of the Court of Queen’s Bench of Alberta who shall have jurisdiction to appoint an arbitrator;
- The Arbitrator shall determine the issue or issues of fact calling for determination by the arbitration proceeding, which shall include any necessary interpretation of the provisions of this Agreement;
- The Arbitrator shall have the right to appoint valuators, experts, consultants and auditors as they in their sole discretion may consider necessary or advisable;
- Subject only to the provisions of this Agreement, the Arbitrator shall be the master of its own procedure;
- The decision of the Arbitrator shall be in writing and shall be delivered to all of the parties to the dispute;
- The decision of the Arbitrator shall be final and binding on the parties;
- All expenses of the arbitration, including the costs and expenses of the Arbitrator and costs associated with the appointment thereof shall be borne solely by the Party losing the arbitration.
- The arbitration shall be conducted in Edmonton, Alberta and, except as modified in this Article, in accordance with the Arbitration Act, R.S.A. 2000, c. A-43 as amended from time to time;
- In the event of the failure, refusal or inability of the Arbitrator to act, a new arbitrator shall be appointed in his stead, which appointment shall be made in the same manner as hereinbefore provided for the appointment of the Arbitrator so failing, refusing or unable to act;
- The parties to this Agreement acknowledge, covenant and agree that they will not apply, nor will they have the right to apply, by any means, to any Court to challenge any findings, determinations or issues of fact as determined by the Arbitrator nor will they appeal or have the right to appeal to any Court with respect to any findings, determinations or awards resulting from the arbitration process, all of which shall be final, conclusive and binding for all purposes;
- Except as provided above, each Party to the arbitration shall bear its own costs of an arbitration; provided that if court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings shall pay all associated costs in connection with such court proceedings and the arbitration tribunal may award all other costs of an arbitration;
- The obligation to arbitrate any claim shall extend to the successors, assigns and beneficiaries of the parties;
- The terms hereof shall not limit any obligations of a party to defend, indemnify or hold harmless another party against court proceedings or other claims, losses, damages or expenses; and
- If any part of the arbitration agreement constituted by this Agreement is held to be unenforceable, it shall be severed and shall not affect either the duty to arbitrate or any other part of this provision.
- All of the Client’s obligations contained in this Agreement shall survive the termination of this Agreement.
- In the event that any provision of this Agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other provision of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
- The express and written waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation.
- This Agreement constitutes the entire Agreement between the Parties, and any and all previous Agreements, written or oral, express or implied between the Parties or on their behalf relating to the said relationship are terminated and cancelled and each of the Parties releases and forever discharges the other of and from all manner of actions, causes of action, claims or demands whatsoever under or in respect of any Agreement.
- This Agreement shall be interpreted with all necessary changes to gender and in number as the context may require and shall enure to the benefit of and be binding upon the respective successors, estates, and assigns of the parties hereto.
- Any modification of this Agreement must be in writing and signed by both the Client and the Business or it shall have no effect and shall be void.
- The Parties agree that this Agreement may be executed in counterpart and by fax, e-mail or other mutually agreed upon medium.
- The headings utilized in this Agreement are for convenience only and are not to be construed in any way as additions or limitations of the covenants and Agreements contained herein.
- When the context requires, the singular shall include the plural and the plural shall include the singular, and masculine pronouns shall be deemed to include feminine pronouns and vice versa.
- This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta.
Independent Legal Advice
- The Client acknowledges and agrees:
(a) that the Client has fully read and fully understood this Agreement;
(b) that the Client has had the opportunity to obtain legal advice about the Agreement; and;
(c) that the Client accepts a (insert name of agreement here) contract on the terms and conditions set out in this Agreement, including but not limited to, those which deal with the waiver of all claims against the Business, and obligations to pay the Business.
I acknowledge and agree that I have read, fully understand and agree to be bound by each and every clause in this Agreement and have been given the full opportunity to discuss all implications, legal or otherwise, of this Agreement.