TERMS OF USE

ADELE WELLNESS, INC.

PROGRAM ENROLLMENT AGREEMENT

THIS PROGRAM ENROLLMENT AGREEMENT (this “Agreement”, which includes any and all Schedules (including Schedule “A”) enclosed hereto which are incorporated herein by reference) entered into on and effective as at the date noted in Schedule “A” of this Agreement is for the arrangement of business education, consulting, and/or business-coaching between Adele Wellness, Inc. an Ontario Corporation (“Company”) whose office is at 5700 – 100 King Street West, Toronto, Ontario, M5X 1C7 and the Client as set out and described under the heading “CLIENT” in Schedule “A” of this Agreement (“Client”, together with the Company, the “Parties” and each a “Party”).  The Parties agree as follows:

1. COMPANY’S SERVICES. Upon execution of this Agreement and receipt of advance deposit from the Client, the Company agrees to render services related to education, seminar, consulting, and/or business-coaching as more specifically set out under the heading “PROGRAM” (the “Program”). The scope of services rendered by Company pursuant to this contract shall be solely limited to those contained therein. 
2. ACCURACY. Client expressly confirms the accuracy of the information set forth in this agreement pertaining to program contents.
3. CHANGES AND SUBSTITUTIONS. The dates for events/seminars are provided for specifically in Schedule “A”, dates are subject to change at Company’s sole discretion. Also, specific seminars/events of approximately equal or greater value may be substituted in lieu of those specifically listed in Schedule “A” at Company’s sole discretion. In some cases, such substitutions may result in an addition of the value provided to Client; but not diminution of value provided to Client. 
4. FEE. In consideration of enrolment into the Program, the Client agrees to compensate the Company the fees set out and discussed with Adele Tevlin and Megan Nagy, or as written in ThriveCart.  Payment can be made through Visa/Mastercard via ThriveCart.
5. PAYMENT TERMS. Parties agree that the services to be rendered are in the nature of business consulting and education. Client has independently evaluated its ability to pay the Fee with Client’s independent consultants, in light of Client’s financial position and circumstances, and verifies that Client is able to pay the Fee and will not be unduly burdened by payment of the Fee. Upon execution of this Agreement, Client shall be responsible for the full extent of the Fee, regardless of whether Client completes the full extent of services offered by Company. Company shall not be obligated to invoice Client for payments. Company will provide Client with payment receipts that will be sent via email to the email address used at checkout. Client’s acceptance of this agreement comprises Client’s authorization for all charges set forth in this Agreement on the dates set forth and agreed upon. 
6. NO REFUNDS - In the event that Client terminates services prior to the completion of the services, Client shall be responsible for the entire Fee. Upon execution of this agreement, all payments towards the Fee shall be collectable and non-refundable on the dates set forth herein. 
7. CHARGEBACKS AND PAYMENT SECURITY. To the extent that Client provides Company with Credit-Card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s Credit-Card(s) for any and all as they become due for the duration of the Program. Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided without Company’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Company in advance. 
8. LATE PAYMENT POLICY. If Client’s account becomes past due and Client does not rectify the balance within 5 business days all services will be immediately suspended. Upon the decline of the Client’s scheduled coaching payment, Company may contact Client to attempt to resolve the defaulted payment. If, after 20-business days, the default is not rectified, Company may terminate the program, and all Fee incurred shall become due, owed and payable to Company. 
9. NO RESALE OF SERVICES PERMITTED. Client agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program. This agreement is not transferrable or assignable by the Client without the Company’s prior written consent. 
10. INTELLECTUAL PROPERTY. 
1. Upon execution of this Agreement and receipt of advance deposit from the Client, where applicable, the Company grants Client a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to access and use the products, services, materials related to the Program for Client’s personal and non-commercial informational use only, provided Client does not modify or delete any copyright, trademark or other proprietary notice that appears on the products, services, materials.  Any other use of the products, services, materials, including but not limited to the modification, distribution, performance, broadcast, publication, licensing, reverse engineering or resale of, or the creation of derivative works from the products, services, materials, is expressly prohibited, unless Client obtain the Company’s prior written consent.  The Company may revoke this limited license at any time for any or no reason.  All rights not expressly granted are reserved by the applicable rights owner.
2. The Client acknowledges and agrees that the Company is the exclusive owner of the products, services and materials contemplated by and created in the course of the Program, including that the Company has the sole right, title and interest, worldwide, in and to all ownership, intellectual property and other property rights including all past, present and future Canadian and international copyrights, patents, trade marks, trade secrets and confidential information (“Company IP”). Company’s copyrighted and original materials shall be provided to the Client for Client’s individual use only and a single-user license. Client shall not be authorized to use any of the Company IP other than directly in respect of the Program. Client is not authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written consent of the Company. All intellectual property, including Company’s copyrighted course materials, shall remain the sole property of the Company. No license to sell or distribute Company’s materials is granted or implied. 
11. USER CONTENT.
1. “Content” means: (i) text, graphics, images, photographs, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Program; (ii)  photographs, video, and/or audio impressions (including over the internet) of Client recorded by Company in the course of the Program; (iii) Client’s voice and picture, silhouette, and other reproductions of physical likeness and class-related work (including any still image, videotaped image, CD-ROMs, DVDs and/or other analog or digital means; and (iv) User Content.
2. “User Content” means any content that Clients provide to be made available through the Program. Content includes, without limitation, User Content.
3. Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content.  Client represents that all User Content submitted by or on behalf of Client is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. Client acknowledge that all Content, including User Content, accessed when using the Program is at Client’s own risk and Client will be solely responsible for any damage or loss to Client or any other party resulting therefrom. To the full extent permitted by law, the Company make no representations, warranties or guarantees with respect to any Content that Client access on or through the Program.
4. As between Client and the Company, Client represents that Client own (or have all rights necessary to grant the Company the rights below to) all User Content that Client submits to the Program, and that the Company will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. Client grants the Company a worldwide, perpetual, irrevocable, non-exclusive, sublicensable, transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from Client’s User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to Client. In addition, Client waives any so-called “moral rights” or rights of privacy or publicity in the User Content. Client further grants all users of the Program permission to view the User Content for their personal, non-commercial purposes. If Client makes suggestions to the Company about improving or adding new features or products to the Program or Client otherwise provide feedback, product or service reviews or testimonials, Client hereby grants to the Company a worldwide, perpetual, irrevocable, non-exclusive, sublicensable, transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit the suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to Client.
12. PRIVACY MATTERS. 
1. Please click here to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of this Agreement. 
2. By enrolling in the Program, Client agrees and understands that the Company may collect, store, share, process and use data collected from Client for the purposes of performing the services, activities, tasks, and functions described in this Agreement.  Client agrees and understands that the Company may also share such data with third party service providers. For example, the Company work with other third party companies that help us provide the Programs to Client, such as credit card processing companies, and the Company may share certain information concerning Client with these companies for this purpose. 
13. LIMITATION OF LIABILITY AND INDEMNIFICATION. The Client shall indemnify and hold harmless the Company and its affiliates, and their respective directors, officers, employees, shareholders and agents, and each of the heirs, administrators, executors, successors and assigns of any of the foregoing (collectively, the “Company Parties”), from and against any and all actions, cause of actions, suits, debts, costs, expenses (including reasonable lawyer’s fees and expenses), claims, losses, damages, liabilities, penalties or demands whatsoever at law or in equity arising out of or in connection with, directly or indirectly, the Program and any services provided or Client’s attendance to sessions in connection therewith.   
14. NO GUARANTEE OR REPRESENTATION. The Company makes no representation of results of the enrollment in the Program. Client accepts and agrees that the Client is 100% responsible for the Client’s progress and results from the Program. Client commits to accepting assignments/exercises/sessions presented by Company and, to the extent that assignments/exercises/sessions require group participation, participating fully for the benefit of all members of such group. If Client is unwilling/unable to participate in exercises/assignments/sessions, the contract is terminable at Company’s option without recourse or refund of any kind. Without limiting the generality of the foregoing or the remainder of this Agreement, Client understands that there can be no assurance that any prior successes, or past results in income earnings, can be used as an indication of Client’s future success or results. All products and services by Company are for educational and informational purposes only. Client acknowledges that Client is solely responsible for any decisions made outside of the Program notwithstanding any advice which may have been provided by any of the Company Parties. Client acknowledges that Company is not responsible for the success or failure of Client’s decisions relating to any information presented by Company, or Company’s products or services.
15. COURSE RULES. Should the Client have any questions or queries related to the program; the Client agrees to use the private Facebook group for the program duration or client relations & customer support, Megan Nagy at [email protected]. Client agrees to bring their questions up within the group setting in lieu of contacting Adele Tevlin for the duration of the program. Client agrees to abide by all instructions/assignments issued by Adele Tevlin and/or other instructors. To the extent that Client fails to complete such instructions/assignments in the time allotted, Company reserves the right, at Company’s sole discretion, to terminate further coaching sessions/calls unless and until such instructions/assignments are completed. Terminated coaching sessions/calls because of non-performance by Client shall not be refundable. To the extent that Client interacts with Company staff and/or other Company clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients. To the extent that Client attends Company’s seminars/workshops, Client shall not distribute marketing materials to or mass-solicit other attendees of Company’s seminars. Client agrees to abide by any Course Rules/Regulations presented by Company. The failure to abide by course rules shall be cause for termination of this Agreement. In the event of such termination, Client shall not be entitled to a refund of any amounts paid and shall remain responsible for all outstanding amounts of the Fee.  Client may not solicit Client’s own (either directly or indirectly) services, events or products during Program sessions.
16. NO SUBSTITUTE FOR MEDICAL TREATMENT. Client agrees to be mindful of Client’s own wellbeing during the Program and seek medical treatment (including, but not limited to psychotherapy), if needed. Company does not provide medical, therapy, or psychotherapy services. Company is not responsible for any decisions made by Client as a result of the coaching and/or any consequences thereof. 
17. TERMINATION. This Agreement shall automatically terminate upon the end date set out in the Program, subject to earlier termination by the Company at its sole discretion in the event of Client’s breach of any term of this Agreement, including but not limited to late payment or non-compliance with Program rules as may be set out by the Company at its sole discretion.  In the event of early termination by the Company, the entire Fee shall become immediately payable to the Company.
18. CONFIDENTIALITY. Client will not at any time disclose, directly or indirectly, to any unauthorized person without the Company’s written permission, any knowledge not available to the public acquired from the Company or in the context of the Program, including but not limited to confidential information respecting the Company Parties and confidential information obtained in respect of any participants in the Program.
19. NON-DISPARAGEMENT. The Client shall not shall, directly or indirectly, communicate, or otherwise distribute information to any third party (written or otherwise) which is disparaging, negative or otherwise harmful in any way to the Company Parties.
20. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the Parties hereto with respect to the matters herein contained.  There are no representations, warranties, promises, covenants, or undertakings, other than those expressly stated herein. 
21. SURVIVABILITY. The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the Parties intend to have survive, shall survive the termination of this Agreement for any reason. 
22. SEVERABILITY. If any of the provisions contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof. 
23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument.  The Parties agree that facsimile copies of signatures and signed documents shall be treated as originals for all purposes of this Agreement and the transactions contemplated hereby.

I am entering into this Agreement and have read and understood its terms.