Please read these terms and conditions of use (the “Agreement”) carefully. This Agreement constitutes a legally binding agreement entered into by and between you (the “Member”, “you”, “your”) and Elite Fence Academy (“Elite Fence Academy”, “we,” “us,” “our”) and governs access to and use of the Services (as defined in Section 1).
Elite Fence Academy is committed to protecting the privacy of your Personal Information (as defined below) collected through the use of our Services. To learn more about and understand our data collection practices, please see our Privacy Policy at: PRIVACY POLICY (the “Privacy Policy”). By accessing or using the Services, you agree that Elite Fence Academy can collect and use your Personal Information in accordance with our Privacy Policy.
BY ACCESSING, BROWSING, OR USING THE SITE OR ANY SERVICES IN ANY MANNER, WHETHER AS A REGISTERED MEMBER, CASUAL VISITOR, OR FREE RESOURCE USER, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE PRIVACY POLICY, AND AGREE TO COMPLY WITH ALL APPLICABLE LAWS; (2) YOU ARE 18 YEARS OR OLDER AND FULLY ABLE AND COMPETENT TO ENTER INTO THIS AGREEMENT; (3) IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE, THE TERM “THE MEMBER” WILL REFER TO SUCH ENTITY; (4) YOUR USE OF THE SITE OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER YOU HAVE CREATED AN ACCOUNT, ENROLLED IN A PAID PROGRAM, OR DOWNLOADED FREE RESOURCES.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SITE AND SERVICES AND MAY NOT ACCESS, BROWSE, OR USE THE SITE OR SERVICES IN ANY MANNER.
Elite Fence Academy reserves the right, in our sole discretion, to modify and update this Agreement at any time, without notification to you. Any and all such modifications are effective immediately upon being posted to the Site. It is your responsibility to ensure that you are aware of the current Agreement when you access or use the Services. Your continued use of the Services after any such changes come into effect will constitute your acceptance of such changes. Before you continue, you should print or save a local copy of this Agreement for your records.
1. DEFINITIONS
In addition to any terms defined elsewhere in this Agreement, the following words capitalized in this Agreement have the meanings set forth below:
1.1 “Affiliate” means, with respect to either party, any Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that party.
1.2 “Authorized Users” mean the Member’s affiliates, and its and their employees, representatives, consultants, contractors or agents who are authorized to use the Services on behalf of the Member and have been supplied user identifications and passwords for this purpose.
1.3 “Elite Fence Academy Content” means all content that is not Member Data, including but not limited to the Documentation, and any data, information, guidelines, training programs, procedures, example files, images, live streams, reports, text, artwork, graphics, pictures, templates, material, hardcopy or electronic documents, playbooks, spreadsheets, frameworks, videos, coaching materials, or any other content that Elite Fence Academy makes accessible to the Member and its Authorized Users through the Services.
1.4 “Elite Fence Academy IP” means the Services, Elite Fence Academy Content, and any materials provided; the arrangement and look and feel of the Services and any features, functionality or content therein; any and all related or underlying documentation, technology, code, know-how and templates; any updates, modifications or derivative works (excluding Member Data) of any of the foregoing; and all Intellectual Property Rights in or related to the foregoing.
1.5 “Confidential Information” means all non-public information regarding Elite Fence Academy’s business, including, without limitation, Elite Fence Academy IP, technical and non-technical information of Elite Fence Academy, proprietary and other information or materials relating or belonging to Elite Fence Academy or any of its Affiliates (whether or not reduced to writing), including without limitation, all confidential or proprietary information about the Services, or furnished or disclosed to or otherwise obtained in the course of the Services or this Agreement. Information is still Confidential Information even if it is: (i) not marked confidential; (ii) disclosed before or after the Term; or (iii) oral, visual, electronic, written or in any other format.
1.6 “Documentation” means any user manuals, handbooks, online materials, specifications or forms furnished by Elite Fence Academy that describe the features, functionality or operation of the Services.
1.7 “Fees” means those fees payable by the Member as agreed upon at the time of purchase or enrollment.
1.8 “Interactive Areas” means any community features, group communication channels, forums, or collaborative spaces where Members can interact and share information with one another.
1.9 “Intellectual Property Rights” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisional, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress whether or not registered; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed.
1.10 “Losses” means any and all manner of losses, damages, fines, penalties, costs and expenses (including legal fees and expenses on a full indemnity basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated, direct or indirect.
1.11 “Member Data” means any data or information submitted, uploaded or created by the Member or its Authorized Users through the Services, including business information, goals, financials, and other proprietary business data, but does not include Elite Fence Academy Content incorporated therein.
1.12 “Person” means an individual, partnership, limited liability partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or corporation, as the case may be.
1.13 “Personal Information” means information that can be used to identify an individual.
1.14 “Services” means all coaching programs, training materials, playbooks, frameworks, spreadsheets, templates, documentation, community access, Interactive Areas, and all other services, functionality and Elite Fence Academy Content made available to the Member by Elite Fence Academy, which may change from time to time at the sole discretion of Elite Fence Academy.
1.15 “Site” means elitefenceacademy.com, and ancillary subdomains.
2. THE SERVICES
2.1 Services Functionality. The Member agrees that its purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Elite Fence Academy with respect to future functionality or features.
2.2 Access Rights. Subject to the terms of this Agreement and payment of applicable Fees, Elite Fence Academy hereby grants to the Member and any Authorized Users a fee-bearing, non-exclusive, personal, non-sub-licensable, non-transferable, and fully revocable limited right to access and use the Services during the Term solely for Member’s internal business purposes.
2.3 Support. Subject to the terms of this Agreement, including, without limitation, the payment of the Fees, Elite Fence Academy shall use commercially reasonable efforts to provide support and guidance as outlined in the specific program or service purchased by Member.
2.4 Internet Security Disclaimer. The Member acknowledges and agrees that Elite Fence Academy exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Elite Fence Academy’s control. The Member acknowledges that the Internet is inherently risky despite reasonable measures being taken, and the Member assumes responsibility for its use of the Services over the Internet.
2.5 Limitation, Suspension or Termination of Access. In addition to other rights and remedies of Elite Fence Academy under this Agreement, Elite Fence Academy reserves the right at any time to limit, suspend or terminate the Member’s access to or use of the Services, or any part thereof, in Elite Fence Academy’s sole discretion, without notice for the following reasons:
(a) to prevent damage to, or degradation of the integrity of, the Services or any of the Member’s systems;
(b) comply with any law, regulation, court order or other governmental request or order;
(c) otherwise protect Elite Fence Academy from harm to its reputation or business; or
(d) for Member’s or any Authorized User’s failure to comply with this Agreement.
We also reserve the right, in our sole discretion, to:
(e) modify, suspend, discontinue offering or make changes to the Services, in whole or in part, including any Elite Fence Academy Content, at any time, for any reason or no reason, with or without notice to you; or
(f) interrupt the Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications.
Elite Fence Academy will use commercially reasonable efforts to notify the Member of a limitation, suspension or termination action as soon as reasonably practicable. Elite Fence Academy will not be liable to you or any third party for any loss or damages of any kind incurred by Member as a result of any limitation, termination or suspension of your use of, or inability to use the Services under this Section 2.5.
3. MEMBER’S USE OF SERVICES
3.1 Access and Security Guidelines. The Member will be given login credentials to access certain Services. Authorized Users may only access and use the Services with the specific credentials provided to them. The Member is responsible for ensuring that credentials are not shared, and that Authorized Users retain the confidentiality of their login information. Member is responsible for any and all activity occurring under its credentials. Member will promptly notify Elite Fence Academy at [email protected] of any actual or suspected unauthorized use of the Services or any account, or of any actual or suspected security breach involving its account(s) or the Services. Elite Fence Academy may require that credentials be replaced at any time. We are not responsible for any unauthorized access to the Services using Member credentials even if you have advised us of such unauthorized access. You are responsible for all activities that occur under your credentials, whether or not such activities have been authorized by you.
3.2 Necessary Equipment to Use the Services. The Member is responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment and services required to connect to, access, and use the Services. Elite Fence Academy shall not be responsible for supplying any hardware, software or other equipment to Member under this Agreement.
3.3 Member Responsibilities. Member is responsible for:
(a) its and its Authorized Users’ compliance with the Documentation, this Agreement and applicable laws;
(b) the accuracy, completeness, quality, integrity and legality of all Member Data;
(c) ensuring it has all necessary legal rights for it and its Authorized Users to possess and use Member Data with the Service;
(d) obtaining all required consents, permissions and authorizations and providing any required disclosures to Authorized Users or other Persons as required by applicable law;
(e) protecting the confidentiality of its account passwords and other login information, and for restricting access to its computers and network;
(f) ensuring that only those individuals authorized by the Member have access to the Services; and
(g) all activities that occur under its credentials.
3.4 Member Restrictions. Member agrees that Member will not, and will not permit any Person, including without limitation the Authorized Users, to:
(a) use the Services other than as permitted by this Agreement;
(b) use the Services to violate, infringe or appropriate any Person’s privacy rights, publicity rights, defamation rights, Intellectual Property Rights, proprietary rights, contractual rights or any other legal right;
(c) use the Services in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities;
(d) use the Services to impersonate an Elite Fence Academy representative, or any other person, or falsely state or otherwise misrepresent its affiliation with any person or entity;
(e) sublicense or transfer any of Member’s rights under this Agreement, or otherwise use the Services for the benefit of a third party;
(f) copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Services;
(g) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services;
(h) access the Services in order to develop a competing product;
(i) disable, hack or otherwise interfere with any security mechanisms implemented in or by the Services;
(j) interfere with, or attempt to interfere with, the Services or any other networks or services connected to the Services, whether through the use of viruses, bots, worms or any other computer code, file or program; or
(k) alter, disable, or erase any computer data, computer programs or computer software without authorization.
4. FEES, PAYMENT AND SUSPENSION
4.1 Fees. As consideration for access to the Services, Member will pay Elite Fence Academy the Fees as agreed upon at the time of purchase or enrollment. All fees are non-cancellable and non-refundable unless otherwise specified in a written guarantee provided at the time of purchase. Fees are based on Services purchased and not actual usage. For the avoidance of doubt, you shall not be entitled to any refund in the event of unused Services.
4.2 Payment. Payment is typically processed via Stripe or other payment processors designated by Elite Fence Academy. Member shall maintain complete, accurate and up-to-date billing and contact information at all times.
4.3 Performance Guarantees. Certain programs may include specific performance guarantees as outlined at the time of purchase. Any such guarantees will be clearly communicated in writing and are subject to Member’s full participation and compliance with program requirements.
4.4 Taxes and Expenses. Member shall be responsible for all applicable taxes that may be levied in connection with this Agreement in Member’s jurisdiction. Member shall reimburse Elite Fence Academy for all expenses (including reasonable attorneys’ fees) incurred by Elite Fence Academy to collect any amount that is not paid when due.
4.5 Late Fees. Elite Fence Academy reserves the right (in addition to any other rights or remedies Elite Fence Academy may have) to discontinue the Services and suspend all access if any Fees are more than thirty (30) days overdue until such amounts are paid in full.
5. CONFIDENTIAL INFORMATION
5.1 Restrictions on Use and Disclosure. The Member will only use the Confidential Information for the purposes of this Agreement. The Member will protect the Confidential Information from any unauthorized access, use or disclosure using the same degree of care that the Member uses to protect its own confidential information, but in no event less than a reasonable degree of care. The Member may share the Confidential Information with its employees, officers, directors, agents and professional advisors (“Representatives”), provided they: (i) need to know the Confidential Information; and (ii) are bound to the Member by confidentiality obligations similar to those set out in this Agreement. The Member is responsible for any breach of this Agreement by its Representatives.
5.2 Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which:
(a) is or becomes a part of the public domain through no act or omission of the Member;
(b) was in Member’s lawful possession prior to the disclosure;
(c) is independently developed by Member without reference to the Confidential Information; or
(d) is lawfully disclosed to Member by a third party without restriction on disclosure.
6. INTERACTIVE AREAS
6.1 Interactive Areas. The Services may include Interactive Areas that offer the opportunity for Members to submit content, share information, ask questions, and interact with other Members, including but not limited to group communication channels, forums, or collaborative spaces. You acknowledge that the Interactive Areas are for group communication and not private communications, and you have no expectation of privacy with regard to any of your Member Data submitted to an Interactive Area. We may, but do not always, monitor these Interactive Areas and take no responsibility for the content in the Interactive Areas, including without limitation another Person’s failure to comply with posting guidelines, or for any losses arising from or in any way related to your use of the Interactive Areas.
7. COMMUNICATION PLATFORMS
7.1 Third-Party Communication Tools. Services may be delivered or facilitated through various communication platforms including but not limited to Zoom, Google Meet, WhatsApp, or other video conferencing and messaging services. You acknowledge and agree that Elite Fence Academy is not responsible for the operation, security, or privacy practices of these third-party platforms. Use of such platforms is subject to their respective terms of service and privacy policies. Elite Fence Academy reserves the right to change communication platforms at any time without notice.
8. OWNERSHIP
8.1 Elite Fence Academy Intellectual Property. Title and full ownership of the Elite Fence Academy IP will at all times remain with Elite Fence Academy. Except for the limited rights expressly granted under this Agreement, Elite Fence Academy reserves all rights, title and interests in and to the Elite Fence Academy IP and nothing in this Agreement grants, by implication, estoppel, or otherwise, any Intellectual Property Rights or other right, title or interest in or to the Elite Fence Academy IP to Member, its Affiliates, their respective Authorized Users or any other third party.
8.2 Limited License to Member. Member is granted a limited, non-exclusive, non-transferable license to use Elite Fence Academy Content, including playbooks, frameworks, templates, and spreadsheets, solely for Member’s internal business purposes. Member may customize and adapt such materials for use within Member’s own business operations. Member may not:
(a) redistribute, resell, or share Elite Fence Academy Content with any third party outside of Member’s own business;
(b) claim ownership of Elite Fence Academy Content or remove any proprietary notices;
(c) use Elite Fence Academy Content to create competing products or services; or
(d) publicly display or publish Elite Fence Academy Content without prior written permission.
8.3 Feedback. Member hereby grants Elite Fence Academy a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use, disclose or exploit any suggestions, ideas, enhancement requests, corrections, recommendations or other feedback provided by Member and any Authorized User, relating to the Elite Fence Academy IP (“Feedback”) without restriction or any obligation to account to you. Elite Fence Academy is not required to consider or implement any Feedback.
8.4 Member Data. Subject to the limited licence granted to Elite Fence Academy in this Section 8.4, Member retains all rights, title and interests in and to the Member Data. Elite Fence Academy will only use Member Data to provide the Services under this Agreement. Member grants to Elite Fence Academy a non-exclusive, worldwide, fee and royalty free, non-transferrable, and sub-licensable right and license to host, copy, display and use Member Data, solely as necessary for Elite Fence Academy to provide the Services to the Member. Elite Fence Academy will not knowingly use or access any Member Data unless authorized to do so by Member.
9. COPYRIGHT POLICY
9.1 Infringing Intellectual Property. Elite Fence Academy respects the Intellectual Property Rights of others and expects Members and Authorized Users to do the same. We will respond to notices of alleged copyright infringement that are properly provided to us and comply with applicable law. If you believe that anything on the Services infringes any copyright that you own or control, please contact us at [email protected] with detailed information.
9.2 Remove Infringing Content. We reserve the right to remove content alleged to be infringing and/or terminate access without prior notice and at our sole discretion.
10. TERM & TERMINATION
10.1 Term. The term of this Agreement will commence on the date Member first accesses or uses the Services and will continue until terminated by either party in accordance with this Agreement (the “Term”).
10.2 Termination for Convenience. Elite Fence Academy may terminate this Agreement for any reason by giving the Member at least thirty (30) days’ prior written notice.
10.3 Termination for Default. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach.
10.4 Effect of Termination. Upon the termination of this Agreement for any reason:
(a) any amounts owed to Elite Fence Academy under this Agreement before such termination will become immediately due and payable;
(b) Member will delete and certify to Elite Fence Academy that all property (including any Confidential Information) of Elite Fence Academy in its possession or control has been deleted; and
(c) Elite Fence Academy will remove Member access and Member’s use of the Services will be immediately suspended.
10.5 Data Export. During the Term, Elite Fence Academy will make Member Data available to Member for export or download by existing means available to Member within the Services where applicable. After the Term, Elite Fence Academy will have no obligation to maintain or provide any Member Data and may delete or destroy all copies of Member Data.
11. DISCLAIMER OF WARRANTIES
11.1 Educational Purposes and Results Disclaimer. Member acknowledges and agrees that all Services, including coaching programs, training materials, and resources provided by Elite Fence Academy, are for educational and informational purposes only. Elite Fence Academy does not guarantee any specific business results, revenue increases, or outcomes. Your success depends entirely on your own effort, implementation, business circumstances, market conditions, and numerous other factors beyond Elite Fence Academy’s control.
PAST PERFORMANCE OF OTHER MEMBERS OR CASE STUDIES SHARED BY ELITE FENCE ACADEMY DO NOT GUARANTEE OR PREDICT FUTURE RESULTS FOR YOU OR YOUR BUSINESS.
Member acknowledges that Elite Fence Academy is not providing financial, legal, tax, accounting, or other professional advice. Member is solely responsible for consulting appropriate licensed professionals when making business, financial, legal, or tax decisions.
11.2 Assumption of Risks and Release of Liability. Member acknowledges and agrees that Member is solely responsible for the consideration, assessment, and implementation of, and reliance upon, any Elite Fence Academy Content or other information provided through the Services, including the completeness, accuracy, effectiveness and compliance with applicable laws thereof. Member should not rely solely on Elite Fence Academy Content or any other information, recommendation, or other content contained in the Services, including information shared by other Members through the Services.
BY ACCESSING OR USING THE SERVICES, MEMBER, ITS AFFILIATES AND ITS AND THEIR AUTHORIZED USERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE, RELEASE AND FOREVER DISCHARGE ELITE FENCE ACADEMY TO THE FULLEST EXTENT PERMITTED BY LAW AND AGREE NOT TO PURSUE ANY CLAIM, SUIT, ACTION OR PROCEEDING OF ANY KIND, NATURE OR CHARACTER WHATSOEVER AGAINST ELITE FENCE ACADEMY OR ITS AFFILIATES, SUBCONTRACTORS OR PERSONNEL, IN ANY COURT, ADMINISTRATIVE AGENCY, ARBITRAL FORUM, OR OTHER TRIBUNAL, ARISING OUT OF OR IN ANY WAY RELATED TO THE IMPLEMENTATION OF ANY INFORMATION OR STRATEGIES PROVIDED THROUGH THE SERVICES.
11.3 Disclaimer of Warranties. THE SERVICES ARE MADE AVAILABLE ON AN “AS IS”, “WHERE AS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. ELITE FENCE ACADEMY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. WITHOUT LIMITATION, ELITE FENCE ACADEMY DOES NOT WARRANT THAT:
(a) THE SERVICES ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS;
(b) THE SERVICES ARE OR WILL REMAIN FREE OF DEFECTS, HARMFUL CODE, VIRUSES OR MALWARE;
(c) THE SERVICES ARE OR WILL REMAIN FREE FROM INTERRUPTION;
(d) THE SERVICES ARE OR WILL BE ERROR-FREE; OR
(e) ANY ISSUES WITH THE SERVICES WILL BE CORRECTED.
11.4 Disclaimer of Third Party Providers. ELITE FENCE ACADEMY IS NOT RESPONSIBLE OR LIABLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY OTHER MEMBER OR ANY THIRD PARTY PROVIDER OF ANY SERVICES, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO REFERRALS, INTERNET SERVICES PROVIDERS, TELECOMMUNICATIONS PROVIDERS, PAYMENT PROCESSORS, VIDEO CONFERENCING SERVICES, MESSAGING PLATFORMS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY ELITE FENCE ACADEMY.
11.5 Location of Services. THE SERVICES ARE CONTROLLED BY ELITE FENCE ACADEMY FROM ITS FACILITIES IN CANADA AND ARE OFFERED TO MEMBERS THROUGHOUT NORTH AMERICA. ELITE FENCE ACADEMY MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
12. INDEMNITY
12.1 Member Indemnification. Member agrees to indemnify, defend and hold harmless Elite Fence Academy and its Affiliates, and each of their respective officers, directors, agents, shareholders, employees and representatives (collectively, the “Indemnified Parties”), from and against all claims (including any third party claims), causes of actions, demands, suits, investigations, proceedings or liability (collectively and individually, “Claims”) brought against, and all losses of whatever nature incurred or suffered by, any of the Indemnified Parties arising out of or in any way related to:
(a) Member’s or Authorized Users’ acts or omissions, including, but not limited to use, non-use, misuse or reliance on the Services;
(b) Member’s or Authorized Users’ breach or alleged breach of this Agreement;
(c) Member’s or Authorized Users’ fraud, negligence or wilful misconduct;
(d) an allegation that the Member Data, or the use of Member Data pursuant to this Agreement, infringes the Intellectual Property Rights or other rights of a third party or otherwise causes harm to a third party; and
(e) Member’s implementation of any strategies, advice, or information obtained through the Services.
Elite Fence Academy reserves the right, at Member’s expense, but is not under any obligation, to assume the exclusive defense and control of any matter for which Member is required to indemnify Elite Fence Academy and Member agrees to cooperate with Elite Fence Academy’s defense of these Claims. Member agrees to not settle any matter without the prior written consent of Elite Fence Academy.
13. LIMITATION OF LIABILITY
The following provisions have been negotiated by each party, are a fair allocation of risk, are an essential basis of the bargain under this Agreement and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
13.1 Limited Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL THE INDEMNIFIED PARTIES’ TOTAL AGGREGATE LIABILITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY MEMBER TO ELITE FENCE ACADEMY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO LIABILITY AROSE. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
13.2 Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL THE INDEMNIFIED PARTIES BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL LOSSES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OPPORTUNITY, PROFITS (WHETHER CHARACTERIZED AS DIRECT OR INDIRECT), REVENUE, ECONOMIC ADVANTAGE, USE, REPUTATION OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSSES FROM BUSINESS INTERRUPTIONS, LOSSES RESULTING FROM FAILURE TO MEET OTHER CONTRACTUAL COMMITMENTS OR DEADLINES, LOSSES FROM DOWNTIME, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER) EVEN IF ELITE FENCE ACADEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR SUCH LOSSES WERE OTHERWISE FORESEEABLE.
13.3 No Participating in Class Action. MEMBER AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, MEMBER HEREBY GIVES UP ITS RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
13.4 Limitation of Time. Member agrees that it will not bring a Claim under or related to this Agreement more than twelve (12) months from when such Claim first arose.
14. GENERAL PROVISIONS
14.1 Remedies. You acknowledge and agree that monetary damages may not be an adequate remedy for any violation of this Agreement by you and, without limiting any of Elite Fence Academy’s other remedies, you hereby consent to, and authorize Elite Fence Academy to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the necessity of having to post any bond or other form of security.
14.2 Force Majeure. Elite Fence Academy will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to strikes, riots, insurrections, wars, acts of terrorism, military or national emergencies, acts of governmental authority, natural disasters, pandemics or epidemics, power outages and interruptions, internet service provider failures or delays, cyber attacks and fires, provided that Elite Fence Academy uses commercially reasonable efforts to resume performance as soon as reasonably practicable.
14.3 Amendments. Any modification or amendment to this Agreement must be made in writing and executed by an authorized representative of Elite Fence Academy. Continued use of the Services after changes are posted constitutes acceptance of such changes.
14.4 Publicity. Elite Fence Academy may make public announcements, including but not limited to, press releases, media announcements, and marketing materials, of the existence of this Agreement and the relationship between the parties. Member agrees to allow Elite Fence Academy to use the Member’s name and business name in member lists, testimonials (with permission), case studies (with permission), and other promotional materials describing the Member as a member of Elite Fence Academy and user of the Services.
14.5 Assignment. Member may not assign this Agreement to a third party without Elite Fence Academy’s prior written consent. Elite Fence Academy may assign this Agreement or any rights hereunder to any third party without Member’s consent. Any assignment in violation of this Section 14.5 shall be void.
14.6 Governing Law. This Agreement is governed by, and will be enforced, construed, and interpreted in accordance with, the laws applicable in Saskatchewan, Canada without regard to conflicts of law doctrine or the United Nations Convention on Contracts for the International Sale of Goods. Any action or proceeding between the parties will be resolved by the courts of the Province of Saskatchewan. Each party hereby irrevocably accepts and submits to the exercise of personal jurisdiction over such party by such courts, agrees that venue will be proper in such courts and irrevocably waives and releases any and all defenses in such courts based on lack of personal jurisdiction, improper venue and forum non-conveniens. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
14.7 International Customers. Member acknowledges that Elite Fence Academy serves customers throughout North America, including Canada, the United States, and potentially other jurisdictions. Member is responsible for compliance with all applicable laws in Member’s jurisdiction, including but not limited to tax obligations, business licensing requirements, and industry-specific regulations. Member acknowledges that laws may differ significantly between jurisdictions and that Member is solely responsible for ensuring compliance with all applicable laws in the implementation of any strategies or information obtained through the Services.
14.8 Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing:
(a) to Elite Fence Academy, by email at [email protected] or by mail at 835A 60th Street East, Saskatoon, SK; or
(b) to Member, by email at the address provided at the time of purchase or enrollment.
Notices will be deemed to have been given upon the date such email is delivered or, if by mail, three (3) business days after mailing.
14.9 Entire Agreement. This Agreement, including the Privacy Policy, is the entire understanding and agreement of the parties hereto, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof.
14.10 Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
14.11 Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.
14.12 Language. The parties have requested that this Agreement and all related documents be drafted in English.
15. CONTACT INFORMATION
For questions, concerns, or notices regarding this Agreement, please contact:
Elite Fence Academy 835A 60th Street East Saskatoon, SK Canada
BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.