General Terms and Conditions for Services - Warriors

1. Applicability.
a) These terms and conditions for services (the "Terms") are the only terms that govern the provision of services by Janna Denton-Howes International Inc. ("Service Provider"), a corporation existing under the laws of the Province of British Columbia with its principal place of business at 1115 Shoppers Row, Campbell River, BC, Canada, V9W 2C7 to Customers of Warriors ("Customer"), together hereinafter the parties, (each a "Party" and collectively the "Parties").
b) By signing up for a Thinkific account (the “Thinkific Account”) or by joining Warriors (or the “Program”), the Customer is agreeing to be bound by the following Terms.
c) These Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
These Terms prevail over any of Customer's general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to the Customer does not constitute acceptance of any of the Customer's terms and conditions and does not serve to modify or amend these Terms.

Services.
The Service Provider will provide coaching services to the Customer as part of the Program. The Customer will also be provided with access to the Program workshops, private Facebook group, small group calls, group coaching calls, for as long as they are subscribed to the Warriors community.
Once payment for Warriors ceases, Services, recordings and group access will end.

Coaching Relationship.
The Customer enters into this Program understanding that the Customer is responsible for creating his or her own results from the Program. The assigned coach may give advice or suggestions, but it is ultimately the Customer’s responsibility to make his or her own decisions for the best course of action. The assigned coach will provide the information, tools, and strategies to help you achieve your goals, but cannot guarantee results.
The Customer commits to take full responsibility for their personal participation in taking part in the Warrior community, to attending the group coaching calls and small groups, and to reaching out for support when needed.
The coaching relationship is in no way to be construed as psychological counseling, psychotherapy, or medical assistance. In the event that the Customer feels the need for these services, it is the responsibility of the Customer to seek out a licensed professional.
Full details of the Program can be found at the Program website at the following link.

Investment and Payment.
The fee for the 12-month Program is $997 USD including all applicable taxes when paid in full.
The Customer may choose to pay the fee in 12 equal monthly installments of $87 USD including all applicable taxes, with the total fee being $1,044 USD. The first installment will be due when the Customer creates a Thinkific Account. The subsequent installments will be due on the same day of each month as the date on which the Thinkific Account was created for the following 11 months.
Where a payment installment is late, the Program will be paused until all outstanding amounts owing have been received by the Service Provider.
All fees are non-refundable and may not be canceled. The Customer agrees that the Service Provider may charge any credit card they have on file to collect any outstanding payments.

Taxes.
The Customer shall be responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax (VAT), use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity on any amounts payable by Customer hereunder.

Recordings and Media.
The Customer accepts and acknowledges that group coaching sessions through zoom may at times be recorded and distributed to the other members of the Program cohort through Thinkific for the duration of the Program (twelve (12) months following the Program start date). Such recordings will be used for training and development purposes only. As such, any information shared and received during these group sessions will be in the public domain and will not be considered Confidential Information. The Customer will be responsible for keeping the password confidential and not sharing it with any third parties.
The Customer hereby grants and authorizes the Service Provider the right to record, take, edit, alter, copy, distribute, and make use of any and all recordings, video or other media (“Media”) taken during the Program to be shared with other Program participants from the same cohort. This authorization shall continue indefinitely.

Confidentiality.
The Parties agree not to disclose to any third party any information pertaining to the other without the disclosing party’s written consent, including any personal information, information or specifics with respect to any coaching programs provided by the Service Provider, coaching call links, zoom links, logins and passwords for Thinkific accounts, program pricing, workbooks, worksheets, lessons, handouts, presentations, exercises, templates, case studies, customer intake forms, customer notes, screenshots of personal or sensitive information, personal or identifiable information about other participants, identifiable information about Janna Denton-Howes, her spouse, family, affiliates, employees, agents, representatives, successors, and assignees which the Customer will become privy to during the course of the Program (the “Confidential Information”).
The Parties agree to maintain all Confidential Information which may be disclosed to them by the other in the strictest of confidence. Confidential Information does not include information that: (a) was in the receiving party’s possession prior to its being furnished by the disclosing party; (b) is generally known to the public; (c) is obtained from a third party, without breach of any obligation under this Agreement; or (d) the receiving party is required by law or by court order to disclose; (e) is disclosed to the Service Provider or the Service Provider’s representative and as a result of such disclosure the Service Provider or the Service Provider’s representative reasonably believes there to be an imminent or likely risk of danger or harm to the Customer or others; and (g) involves illegal activity.

Privacy and Data Protection
The Customer shall remain compliant with all privacy and data protection laws applicable to the Customer’s location. If personally identifiable data (“Personal Data”) is transferred, either internationally or domestically, by the Customer as a result of the Customer’s participation in the Program under this Agreement, the Customer is responsible for ensuring that any such transfers comply with all applicable privacy and data protection laws and regulations.

Intellectual Property.
Nothing in this Agreement will function to transfer any of the Service Provider’s intellectual property rights to the Customer. All documents, digital art, artwork, manuals, lessons, handouts, worksheets, images, videos, audio recordings, provided to the Customer over the course of the term of this Agreement, are copyrighted materials and are solely for the use of the Customer during the Program and are not to be copied, distributed, or shared with any third party under any circumstances.

Representation and Warranty.
The Service Provider represents and warrants to the Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
The Service Provider shall not be liable for a breach of the warranty set forth in Section 10(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within Seven (7) days of the time when the Customer discovers or ought to have discovered that the Services were defective.

Disclaimer of Warranties.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(A) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; OR (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OF TRADE OR OTHERWISE.

Limitation of Liability.
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER 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, AGGRAVATED, 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 SUCH PARTY 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 SERVICE PROVIDER'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 TOTAL AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Termination.
Either Party may terminate this Agreement for any reason at any time with 14 days’ written notice.
The Customer understands and acknowledges that all Program fees are non-refundable and non-transferable without exception.

Compliance with Law.
Both Parties shall maintain knowledge of and comply with all applicable federal and provincial and municipal laws, rules, and regulations, and shall not knowingly participate or assist in any violation of such laws, rules, or regulations.

No Waiver/Amendments.
No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each Party.

Notice.
Notices to the Customer. The Service Provider may provide any notice to the Customer under these Terms by sending a message to the email address the Customer provided upon creation of their Thinkific Account. Notices will be effective and deemed delivered when the Service Provider sends the email. It is the Customer’s responsibility to keep their email address updated within their Thinkific Account.
To the Service Provider. The Customer may provide any notice to the Service Provider under these Terms by sending a message to the following email address: janna@jannadentonhowes.com. Notices will be effective and deemed delivered when the Customer sends the email.

Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival.
Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following sections 7, 8, 9, 10, 11, 12 and 20.


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 (other than timely payment), when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of 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, or explosion; (c) epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), and other potential disaster(s) or catastrophe(s); (d) war, invasion, hostilities (whether war 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) shortage of adequate power or telecommunications or transportation facilities; (j) failure of any governmental or public authority to grant a necessary license or consent; and (k) other similar events beyond the reasonable control of the Impacted Party.

Arbitration.
If any dispute occurs between the Parties relating to the application, interpretation, implementation or validity of this Agreement, the Parties agree to seek to resolve the dispute or controversy through mediation with the Canadian Arbitration Association before pursuing any other proceedings. Nothing herein shall preclude any Party from seeking injunctive relief in the event that a Party perceives that without such injunctive relief, serious harm may be done to the party. Any Party to the dispute may serve notice on the other Party of its desire to resolve a particular dispute by mediation. The mediator shall be appointed by agreement between the Parties or, if the Parties cannot agree within five (5) days after receipt of the notice of intention to mediate, the mediator will be appointed by the Canadian Arbitration Association. The mediation will be held at Vancouver, BC. The Parties agree to attempt to resolve their dispute at mediation. The costs of the mediator shall be shared equally by the Parties. If the dispute has not been resolved within thirty (30) days of the notice of desire to mediate, any Party may terminate the mediation and proceed to arbitration as set out below.
Subject to the mediation provisions set out above, if any dispute or controversy occurs between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, the dispute will be resolved by arbitration at Canadian Arbitration Association pursuant to the general Canadian Arbitration Association Rules for Arbitration. Any Party may serve notice of its desire to refer a dispute to arbitration. The arbitration shall be conducted by a single arbitrator. The arbitration shall be held in Vancouver, BC. The arbitration shall proceed in accordance with the provisions of the Arbitration Act (BC). The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the Parties.

Governing Law and Jurisdiction.
This Agreement shall be governed by the laws of the province of British Columbia and the federal laws of Canada applicable therein.

Assignment.
Neither Party may assign all or any part these Terms or any rights hereunder, without the written consent of the other Party, which consent shall not be unreasonably withheld.

Relationship of the Parties.
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.