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TERMS & CONDITIONS

1. The Services: Under these Terms and Conditions, Client retains Mindshare101 Inc. (“MS101”) to perform the services (the “Services”) and deliver the program (the “Program”) as more particularly described in on the payment page of the MS101 webpage (the “Webpage”).

2. Pricing, Payment Terms and Requests for Rescheduling Sessions: Pricing and payment terms for the Services and the Program are set out in the Webpage. All materials relevant to the Services and Program will be included in the total cost (the “Materials”).  Sessions are non-refundable and non-transferable.  Client may reschedule ONE session upon at least 72 hours’ written notice to MS101.  Less than 72 hours’ written notice to MS101 or the request to reschedule more than one session will result in a forfeiture of that session by Client.  MS101 may reschedule any session upon at least 24 hours written notice to Client.  

3. Referrals: If Client refers a third party to MS101 and that third party contracts for Services with MS101, Client will receive a complimentary additional month of Services.

4. Term: The Services and the Program are available to Client for a period of 6 months. After the initial 6 month period, these Terms and Conditions will continue in effect if Client continues to remit payment to MS101 on a month-to-month basis, or payment for additional 6 month periods, at the option of Client.  The Services and Program will immediately terminate at the end of the last paid month or at the end of any 6 month period, as applicable.  Sections 5, 7 and 8 shall survive the termination of these Terms and Conditions.

5. Intellectual Property: Client acknowledges that all right, title and interest, including all intellectual property rights (which include without limitation, any and all rights relating to patents, trade-marks, copyrights, software, trade secrets or other intellectual property registered anywhere) in and to the Services, the Materials and the Programs remain with MS101.  Subject to these Terms and Conditions, MS101 grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Services, Materials and Program solely for Client’s internal business purposes and for no other purpose.  Client shall not resell, sublicense, lease, loan or transfer any of the Materials to any other person or entity, or use such information to create any similar program. Client shall not change, alter, modify, edit, redact, adapt, translate or create derivative works using the Materials. 

6. Compliance with Laws: MS101 will comply with all applicable laws, rules, regulations and industry and governmental standards in the performance of its obligations under these Terms and Conditions.  The Services, Programs and Materials are provided as-is.  There are NO representations and warranties of MS101.

7. Indemnity and Limitation of Liability: Client hereby agrees to indemnify and hold MS101 and its directors, officers, employees, successors and assigns harmless from and against any and all losses, costs, claims, damages or expenses arising out of Client’s breach of these Terms and Conditions.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MS101 BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES EVEN IF MS101 FORESEES OR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST DATA, LOST REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND. ANY CLAIM FOR DIRECT DAMAGES AGAINST MS101 SHALL BE LIMITED TO DIRECT PROVABLE DAMAGES NOT TO EXCEED, IN ANY EVENT, THE AMOUNT PAID BY CLIENT TO MS101 HEREUNDER. THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS AND CONDITIONS SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES AND/OR FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS AND CONDITIONS OR OF ANY REMEDY CONTAINED HEREIN.

8. Confidential Information: Each party shall preserve as strictly confidential and proprietary all information and material, whether or not marked as confidential that the other party may provide to receiving party, or the receiving party may receive, in connection with these Terms and Conditions ("Confidential Information").  Confidential Information does not include any information that: (i) the receiving party can establish, by documentary evidence, was already known by it at the time of initial disclosure by the disclosing party; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received from a third party without similar restriction provided that the third party did not come into possession of the Confidential Information as a result, directly or indirectly, of a breach of an obligation of confidentiality owed by any person to the disclosing party; (iv) the receiving party can establish, by documentary evidence, was independently developed by or on behalf of receiving party without reference to disclosing party; or (v) is approved for release by written authorization of disclosing party. The receiving party acknowledges and agrees that any disclosure of Confidential Information in breach of these Terms and Conditions, would be highly detrimental to the interests of the disclosing party.  The receiving party shall hold the Confidential Information in strict confidence, and only use the Confidential Information for the purposes of carrying out its obligations pursuant to these Terms and Conditions.  The receiving party agrees that in the event of a breach or threatened breach of this Article 8, the disclosing party may be irreparably harmed such that monetary damages will not adequately compensate for its injuries.  In the event of any such breach, the disclosing party shall be entitled, in addition to any rights or remedies it may have at law or in equity, to temporary and permanent injunctive relief issued by any court of competent jurisdiction.

9. Notices:  Client may get in touch with MS101 at support@Minshare101.com.

10. Governing Law:  These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Ontario.

11. Relationship of Parties: MS101 will perform its obligation under these Terms and Conditions as an independent contractor. Nothing herein will be construed to place MS101 or Client in a relationship of principal and agent, partners or joint venturers, and neither MS101 nor Client will have the power to obligate or bind the other in any manner whatsoever. 

12. Waiver and Assigns: No waiver hereunder may be granted except in writing by Client or MS101, as the case may be. These Terms and Conditions will be binding upon and will enure to the benefit of and be enforceable by each of the parties, their respective successors and permitted assigns. 

13. Entire Agreement: These Terms and Conditions constitutes the entire agreement between the parties pertaining to the subject matter of these Terms and Conditions and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written of either party in respect of the subject matter hereof. 

14. Marketing: Client agrees that MS101 may refer to it in any of MS101’s marketing materials.  MS101 may also refer to any Client testimonials.