TESTIMONIALS THAT SELL/50 HOOKS LIBRARY AGREEMENT

Welcome to Instagram: Testimonials That Sell (“Agreement”) is between Jenna Warriner/Parkdale Republic (“Coach”) and the registered participant user of the Services (“Client”), collectively the “Parties”.

This Agreement sets out the expectations for what it will be like for Client to participate in a digital product provided by Coach. For mutual consideration, the receipt and sufficiency of which is acknowledged, the Parties agree to the terms and conditions set out below.

By purchasing the product, Client confirms that they have read, understood and agreed to accept all of the terms and conditions in this Agreement.

TERMS OF AGREEMENT
Term
Coach will provide access to the product via an online portal. If, at any time, the portal is no longer available, Client will be given notice via email, and an opportunity to download a copy of the product to maintain access.

Client is purchasing Coach’s Testimonials That Sell Product.

Coach will provide Client with the following product:
Access to a Testimonials That Sell video training
An additional “50 Hooks Library” training if Client opts to enroll upon registration, for an additional fee.


CLIENT EXPECTATIONS

Client Behaviour

Non-Disparagement
Client will not make any false, disparaging or derogatory comments or statements in public or private regarding Coach, its employees or agents. Coach may, in its sole discretion, terminate this Agreement in the event Client is in breach of this section.

FEES AND PAYMENT
Fee and Payment
The total fee for the Services is [$20] payable in USD plus all applicable sales taxes (“Fee”) if paid in full upon registration. If the bump offer “50 Hooks Library” is added upon purchase, it is an additional [$9] payable in USD plus all applicable sales tax.


Payment Method
Coach accepts payment by PAYPAL. Please note that there may be processing fees charged for using certain payment methods.

No Chargebacks
Client acknowledges and agrees that the terms of this Agreement and Coach’s termination and refund policies supersede the terms of use and refund policies of any third-party payment processor used by Coach. Client will be responsible for any fees, including legal fees, incurred by Coach as a result of recouping payments owing under this Agreement.
payment due date.

CANCELLATION AND REFUNDS
Coach has a strict NO REFUNDS policy.

Cancellation by Coach
In the event Coach cannot provide all or any part of the Services, Coach will:
I. Give notice to Client and an offer to download all materials


Termination of Agreement
This Agreement will end when Client has paid the Fee in full to Coach and Coach has provided the product as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.

CONFIDENTIALITY AND PRIVACY
Confidentiality and Non-Disclosure
Client understands that as part of the Services, certain confidential information may be disclosed either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes but is not limited to, coaching materials, business records, financial data, marketing strategies, advertising campaigns, social media account metrics, passwords, inventions, client lists, personal data, health history and data, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client agrees not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will remain bound by their duty of confidentiality to the other.

Privacy Policy
Coach may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information, or other personal information (“Personal Information”). By providing any Personal Information to Coach, Client consents and grants Coach permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as but not limited to, Zoom and Skype, and third-party payment providers to be used by Coach in order to deliver the Services. Client confirms Coach is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.

INTELLECTUAL PROPERTY
Ownership and Use of Materials
Client acknowledges that all content and materials used and distributed in providing the Services, including any content, videos or resources on Coach’s website, social media platforms and member portal (“Materials”) belongs exclusively to Coach, who is the sole copyright owner of the Materials, unless stated otherwise. By receiving any unique and original materials from Coach as part of the Services, Coach will grant a limited non-exclusive royalty-free license to Client for their use only and as directed by Coach. Client is strictly prohibited from reproducing any part of the written, video, and audio digital materials or sharing them with others without Coach’s explicit permission to do so. All of Coach's intellectual property, including copyrighted materials and trademarks, will remain the sole property of Coach.


Voluntary Assumption of Risks
Client acknowledges there are certain inherent risks associated with Coach providing the Services, including, but not limited to financial, legal, public image, physical, emotional, spiritual loss and damages and Client voluntarily assumes such risks. Should Client have any concerns or doubts about ability to participate or receive Coach’s Services, Client will contact Coach immediately to inform them of any concerns. Client confirms they have full capacity and are the age of majority in their jurisdiction of residence to enter into this Agreement.

NO WARRANTY
Client acknowledges Coach makes no warranty or guarantees that the Services will lead to any specific Client goal, financial success, positive testimonials, or particular results and Coach makes no promise that each Client will experience the same or similar results. Client acknowledges that the Services provided are provided without any express or implied warranties of any kind.

General Disclaimer
Client acknowledges and agrees that Coach is not providing specific advice to Client with respect to their legal, financial, accounting, crisis/issue management, public image, health or other advice as part of the Services. If Client desires professional services that exceed the scope of the Services, Coach strongly encourages Client to seek specific legal, business, accounting or health advice from certified and/or licensed professionals. No specific client-professional relationship is formed as part of the Services. In the event Client wishes to hire Coach for additional professional services, Client must contact Coach to inquire about entering into a separate agreement with Coach, and Client understands that no specific advice or relationship is formed until Coach is retained in their professional capacity.

Client is responsible for understanding and applying to their marketing the unique rules/laws and regulations surrounding their industry/unions/what is generally excepted in their line of work or professional affiliations. This includes FTC regulations.

Testimonials That Sell does not provide any legal recommendations whatsoever and it is the Client's sole responsibility to abide by all laws, regulations and best practises regarding their business, marketing, and use of Testimonials.

Client is solely responsible for every post they make and all of their business's marketing.

No Earnings Guarantee
Client acknowledges Coach makes no warranty or guarantee that Services will lead to any specific earnings, business growth, social media views, social media growth, testimonials, collection of positive testimonials, or financial results or that Client will experience the same or similar results as others who use the Services.

Release, Waiver, and Indemnity
Client releases, indemnifies and saves harmless Coach, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising from the Services, including financial damages or personal injuries, however caused, including negligence, during Client’s engagement of Coach for the Services. Client further agrees to forfeit all forms of legal recourse which may be available to Client, including but not limited to any form of damages, costs, losses or expenses as a result of the Services. Client acknowledges this release of liability is binding on Client’s heirs, executors and anyone else who may be able to bring a legal action on Client’s behalf in the future. This clause survives the expiration or early termination of this Agreement.

Limitation of Liability
In the event Coach is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to Coach.

Media Release
Client grants to Coach an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, testimonials, audio recordings or social media posts, whether captured by Client, Coach or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation.



GENERAL
Relationship of Parties
Nothing in this Agreement will be understood to create an employment, joint venture or partnership relationship between Coach and Client.
Third-Party Authorization
Coach is permitted to hire, in their sole discretion, assistants, employees or third-party contractors to assist in delivering the Services.

Good Faith
Each Party agrees it has acted in good faith and will continue to do so during the Term of this Agreement. This extends to good faith during any dispute resolution process.
Governing Law and Jurisdiction
This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Toronto, Ontario.

Dispute Resolution
In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, in the province of Manitoba when available.

Force Majeure
Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services rendered will remain due and payable with such amount to be determined by Coach.

Notice
Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.
No Assignment
This Agreement may not be assigned by Client to any other party.

Severability
If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.
Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.
Amendments
The Parties may only amend this Agreement by mutual written agreement.

Survival
Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and will continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.

Full Agreement
This Agreement, including “Schedule A” if applicable, constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.
Electronic Confirmation of Acceptance

By electronically confirming acknowledgment and acceptance of this Agreement, Client confirms they accept the terms and conditions set out above and that this will constitute a signed and legally binding Agreement.