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Terms of Service

This document applies to any appointments made for “Coaching calls” or “Strategy sessions” using the official website https://optinum.ca, property of Optinum Professional Corporation.  

This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read carefully. By engaging with Optinum Professional Corporation (the “Consultant”), you accept and are bound by the terms and conditions. You (the “Client”) may not obtain services from the Consultant if you (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using the services by applicable law. 

1.0 SERVICES 

The Client hereby engages the Consultant for consultation purposes only (the “Services”). The terms and conditions contained herein solely relate to the provision of the Services. In the event that the Client wishes to engage the Consultant in any further work, the Consultant will provide the Client with a formal engagement letter/agreement.  

2.0 TERM 

This Agreement shall commence at the time that the Client orders the Services and shall conclude after the provision of the Services. In the event that any change is required to the time booked by the Client to complete the Services, the Client will contact the Consultant directly to make the changes. 

3.0 TERMINATION 

Either party may terminate this Agreement up to forty-eight (48) hours prior to the scheduled date and time for provision of Services. If terminating up to forty-eight (48) hours prior to the provision of Services, the Client shall receive a full refund of the cost of the Services less any transaction fees incurred by the Consultant. In the event that the Client wishes to terminate this Agreement within forty-eight (48) hours before the scheduled date and time for the provision of the Services, the Client shall receive a refund equal to 50% of the cost of the Services.  

4.0 CONFIDENTIALITY AND INFORMATION MANAGEMENT 

Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 

All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.

The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client to deliver the Services or as required by law, including in respect to disclosure to regulatory authorities having jurisdiction over the Consultant or the Client. The obligations of confidentiality will apply during the Term and will survive indefinitely upon the termination of this Agreement. 

The Client is responsible for the completeness, accuracy and validity of the information provided to the Consultant as advised to complete the Services. The Consultant does not bear responsibility for any resulting damage/loss caused to the Client or other third parties that rely on work prepared by the Consultant using the erroneous or incomplete information provided by the Client. 

The Consultant is responsible for ensuring that all client records, electronic and paper, that are used or maintained by the Consultant on behalf of the Client, are kept secure from damage/loss.  

Upon the expiry or termination of this Agreement, the Consultant will return to the Client any physical property, documentation, records or Confidential Information which is the property of the Client. 

5.0 INTELLECTUAL PROPERTY  

All intellectual property and related material, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all goodwill associated therewith, derivative works and all other rights (collective “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to the Client under this Agreement or prepared by or on behalf of the Consultant in the course of performing the Services (collectively, the “Deliverables”) except for any Confidential Information of the Client, shall be owned exclusively by the Consultant. The Consultant hereby grants to the Client a licence to use in Canada all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferrable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis, solely to the extent necessary to enable the Client to make reasonable use of the Deliverables and the Services. 

6.0  LIMITED WARRANTY 

The Client acknowledges that it is solely responsible to provide such materials and information that the Consultant may request to carry out the Services in a timely manner, and further acknowledges that the information provided to the Consultant is complete and accurate in all material respects.  The Consultant shall use the material and information provided by the Client in providing the Services. The Consultant expressly disclaims any liability for inaccuracies in providing the Services to the extent that said inaccuracy was a result of an inaccuracy in the materials and information provided by the Client.  

The Consultant warrants that it shall perform the Services in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards. THE CONSULTANT (a) MAKES NO WARRANTIES EXCEPT FOR THAT SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREE AND CLEAR TITLE. The Consultant’s sole and exclusive liability and the Client’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be for the Consultant to use commercially reasonable efforts to cure any such breach. If the Consultant cannot cure the breach in compliance with the warranty set forth above within a reasonable time after the Client’s written notice of such breach, the Client may, at its option, terminate the Agreement by serving a notice of termination on the Consultant.  

7.0  LIMITATION OF LIABILITY 

IN NO EVENT SHALL THE CONSULTANT BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE CONSULTANT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO THE CONSULTANT PURSUANT TO THIS AGREEMENT.  

8.0 INDEMNIFICATION 

The Client hereby agrees to indemnify and hold harmless the Consultant and its present and future officers, directors, affiliates, employees and agents to the fullest extent permitted by applicable laws against any losses, damages, liabilities, claims, actions, judgments, costs and expenses that may be incurred by the Client in the course of, or in connection with, the performance of the Consultant’s duties. 

9.0  MISCELLANEOUS. FURTHER ASSURANCES. 

Each of the parties hereto shall use reasonable efforts to, from time to time at the request, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Notices: Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by email, through the Team Work portal or by recognized overnight courier services, and addressed to the other party at the addresses set forth in Section 11.0 of this Agreement. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email in each case, with confirmation of transmission if sent during the addressee’s normal business hours, and on the next business day if sent after the addressee’s normal business hours; and (d) on the 5th  day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid. Governing Law: This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.  Choice of Forum: Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, the Services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION, LITIGATION, OR PROCEEDING; (B) WAIVE ANY OBJECTION TO THE VENUE OF ANY ACTION OR PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY. Entire Agreement: This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. Severability: The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Amendments and Modifications: The parties may not amend this Agreement except by written instrument signed by the parties. Waiver: No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)“) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. Cumulative Remedies: The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that the parties intend that the remedy set out in Section 7.0 (Limited Warranty) is Customer’s exclusive remedy for the Service Provider’s breach of the limited warranty set out in Section 7.0. Assignment and Delegation: Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. Service Provider, however, may subcontract the Services. Successors and Assigns: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. 

10.0 FORCE MAJEURE 

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Client to make payments to the Consultant  hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party’s (“Impacted Party“) reasonable control including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics, including the 2019 novel ,coronavirus pandemic (COVID-19); (d) war, invasion, hostilities (whether ware is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; (h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; (i) shortage of adequate power or telecommunications or transportation facilities; and (j) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

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