TERMS OF PARTICIPATION

Please READ carefully. By purchasing this product at any time (whether by a monthly or annual payment), the following Terms and Conditions are entered into by Gimbal Canada Inc. (“Gimbal”, “Company”, “we”, “us”, or “our”) and you (“You” or “Your”) agree to the following terms stated herein. This document is sometimes referred to herein as the “Agreement.”

PROGRAM SERVICE

The Company agrees to provide the subscription service involving solution-driven coaching and identified (and generally known and referred to) as “Practice Accelerator Coaching” in the online commerce shopping cart ( the “Program”). As a condition of participating in the Program, You agree to be bound and abide by all policies and procedures set out in this document, including those incorporated by reference.

As part of the Program, the Company shall provide the following to You:

• A Password-Protected Program Area: The Company shall maintain a Program Area that will include video, audio and written lessons, templates, worksheets, checklists, slide decks and other training, coaching, and support information. You shall have access to this Program Area for as long as the Program Area exists, unless You or we terminate Your subscription to the Program. In the event that the Company intends to close the Program Area, it shall provide clients with a 30-day notice and the ability to download the resources (with the exception of the video recordings of the masterclasses inside the Practice Accelerator Library and the video recordings of any other training sessions available in the Program Area (collectively, “Video Recordings”)) contained in the Program Area, which is what is referred to as “Lifetime Access” in this document and in our marketing materials.

• Program Participant Facebook Group: The Company shall create and maintain a closed Facebook group for participants in the Program. This is a community-run group, meaning that participants are encouraged to help, collaborate with, and provide support to each other. The Company may employ a “Community Team,” whose members are charged with overseeing the Facebook group and ensuring that it runs smoothly.

From time to time, the Company will offer bonuses to individuals who sign up for the Program. You shall be entitled to any bonuses offered to You at the time of Your enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Program and they vary depending on specific live and automated promotions throughout the year.

DISCLAIMER

The Company’s Privacy Policy, are all hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to Your participation in the Program.

You understand neither David Skinner nor Karen Dunn Skinner (each a Consultant and together the Consultants), and none of the Company, and any guests who the Company or the Consultants request contribute to the Program with training, coaching, or other support or information (all of the foregoing people and Gimbal are collectively referred to in this Agreement as the “Program Team”) is Your employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, financial analyst, psychotherapist, accountant or other professional advisor.

You understand that no member of the Program Team has promised, shall be obligated to or will: (1) procure or attempt to procure employment or business or sales for You; (2) perform any business management functions including, but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counselling, or behavioural therapy; (4) act as a public relations or business manager; (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for You; or (6) introduce You to their network of contacts, media partners or business partners.

You understand that a relationship does not exist between any member of the Program Team and You after the conclusion of this Program. If any of the them wish to enter into or continue their relationship with You, they shall execute a separate agreement with You.

FEES

In consideration of Your access to the Program, You agree to pay the annual or monthly subscription fee listed on the checkout page for the Program You choose.

The Company will lock in Your annual or monthly payment amount for Your future Program payments. Even if we increase our prices in the future, so long as You continue to be an active subscriber in good standing and without interruption in Your Program Your annual or monthly subscription fee will remain the same and not increase. However, if You or we terminate Your subscription at any time and You re-subscribe at a later date, You must purchase a new subscription at the then current price.

If You have chosen the monthly subscription plan, the monthly payment is due immediately, and recurring monthly subscription payments are due and will be charged to Your debit or credit card or other payment method (such as PayPal) on the same calendar day each month (for example, if You sign up on June 22, Your credit debit or credit card or other payment method will be charged again on July 22, August 22, and so on).

If You choose monthly payments, You agree to continue making a monthly payment until You request a cancellation according to the Cancellation Policy set forth below, or until we terminate Your subscription. In the event that any payment is not made by the due date, the Company shall immediately suspend Your access to the Program.

If You chose the annual subscription plan, the payment full annual payment is due immediately and Your subscription will renew automatically at the end of the 12-month period. Recurring annual subscription payments are due and will be charged to Your debit or credit card or other payment method on the same calendar day each year (for example, if You sign up on June 22, 2021, Your debit or credit card or other payment method will be charged again on June 22, 2022, June 22, 2023, and so on).

If You choose annual payments, You agree to continue making an annual payment until You request a cancellation according to the Cancellation Policy set forth below, or until we terminate Your subscription. In the event that any payment is not made by the due date, the Company shall immediately suspend Your access to the Program.

Whether You choose the monthly or annual payment plan, Your debit or credit card or other payment method will be charged the fee You chose at the time of purchase. Your subscription will be activated as soon as Your debit or credit card or other payment method is successfully charged.

METHODS OF PAYMENT

You give us permission to automatically charge Your debit or credit card or other payment method for all fees and charges due and payable to the Company, without any additional authorization, and You will receive an electronic receipt. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

Regarding recurring payments and outstanding invoices: If all eligible payment methods we have on file for You are declined for payment of Your monthly or annual subscription fees, You must provide a new eligible payment method promptly or Your Program access will be removed.

You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

We do not tolerate or accept any type of chargeback threat or actual chargeback from Your credit card company or other payment processor, of whatever nature. In the event that a chargeback is placed on a purchase or we receive a chargeback threat during or after Your purchase, we reserve the right to report the incident to any and all credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on Your credit report score. The information reported will include Your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.

CANCELLATION POLICY

If You would like to cancel Your monthly subscription, You may request to do so at any time. However, please note that in order to avoid being charged for the next month, You must notify the Company of Your request to cancel at least 5 business days before Your next scheduled billing date. Once We process Your cancellation request, You will no longer be charged. Payments that have been processed for a billing cycle will not be refunded, so make sure to cancel Your monthly subscription at least 5 business days prior to Your upcoming billing date.

We do not provide any refunds for any monthly subscription fees that have been paid.

If You would like to cancel an annual subscription, You may do so at any time. Please note, however, that You need to cancel at least 5 business days prior to Your renewal date to prevent the next subscription from being billed and processed.

If You request to cancel an annual subscription at least 5 business days prior to Your renewal date, we will issue a prorated refund for any full months left on the annual subscription. The refund rate will be calculated as the fee stated at the time of purchase, divided by 12, and multiplied by the number of full months remaining on Your subscription. If we cancel Your subscription in accordance with the terms of this Agreement, we reserve the right to refuse to issue any refund. Should You request a cancellation, You will have until 5 business days before Your cancellation date to withdraw Your cancellation request.

Upon cancellation of Your subscription (whether monthly or annual), You will no longer have access to the online Program Area and will be removed from the Program Participant Facebook Group prior to the last business day of the month in which Your membership is active. With the exception of the Video Recordings, all assets in the Program Area are downloadable during the term of Your active subscription.

If You have any questions or problems, please let us know by contacting our support team directly. The support desk can be reached at: [email protected]

USERNAME AND PASSWORD

To access certain features of the Program, You will need a username and password. You agree to keep Your username and password confidential. During the registration process for any service or product, You agree to provide true, accurate, current and complete information about yourself. If the Company has reasonable grounds to suspect that You have provided false information, shared Your username and password with anyone else, or forwarded any non-public material from the Program to any third party, the Company has the right to suspend or terminate Your account and refuse any and all current or future use of the Program, without refund. Any personally identifiable information You provide as part of the registration process is governed by the Company’s Privacy Policy.

CONFIDENTIALITY

The Company respects the privacy of its clients and will take reasonable steps not to disclose any information You provide, except as set forth in this Agreement. As a condition of participating in the Program, You hereby agree to respect the privacy of other Program participants and to respect the Company’s confidential information.

Specifically, You shall not share any information provided by other Program participants outside of the bounds of the Program unless You receive express written permission from such other participant to share the information. Similarly, the content of the Program contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to You in the Program with anyone other than the Company, its owners and employees, and other Program participants.

Please choose carefully the materials that You upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material You post on the Company’s website or in any third-party forums operated by the Company may become public.

By posting or submitting any material in the Program, such as questions, comments, posts, photos, images, videos, audio or other contributions (collectively referred to as “Contributions”), You are representing to us that You are the owner of all such materials and You are at least 18 years old. You are also granting us, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, create derivative works from, distribute, and/or publicly perform or display Your Contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and grant us the right to make it part of our current or future Program or other content.

This right includes granting us proprietary rights or intellectual property rights in relation to Your Contributions under any relevant jurisdiction without any further permission from You or compensation by us to You. You acknowledge that we have the right but not the obligation to use any Contributions from You and that we may elect to cease the use of any such Contributions in the Program at any time for any reason.

We are not required to request Your permission to use any photographs, videos, and/or audio recordings in which Your face or voice is recognizable, or to identify You by Your full name as the author of, contributor, or individual depicted in Contributions created by You or us, for any purposes, including commercial purposes and advertising in connection with use of any of Your content.

NO TRANSFER OF INTELLECTUAL PROPERTY; RESTRICTIONS ON USE OF COMPANY INTELLECTUAL PROPERTY

All content included as part of the Program, such as text, graphics, logos, images, videos, audio, worksheets, and guides, as well as the compilation thereof, and any software used in the Program, is the property of the Company or its suppliers and is protected by copyright and other laws that protect intellectual property and proprietary rights.

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Program are the trademarks of their respective owners.

Your participation in the Program does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Program, You agree to observe and abide by all copyright and other intellectual property protections.

You are granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Program content and resources. You hereby agree that You will not copy, sell, display, distribute, modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Program.

The Company content is not for resale. Your participation in the Program does not entitle You to make any unauthorized use of any protected content, and in particular You will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for Your individual use, and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that You do not acquire any ownership rights in any protected content. We do not grant You any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein.

You hereby agree that any infringement of the Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if You violate the Company’s intellectual property rights, Your access to the Program will be terminated immediately, and You shall not be entitled to a refund of any portion of the fees.

Your use of any materials found in the Program other than that expressly authorized in this Agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages equal to five (5) times the total subscription fees paid by You for the Program in the event of Your Unauthorized Use, or a minimum of US$5,000 if You did not pay fees for the Program, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use. We also reserve the right to immediately suspend or terminate Your account and refuse any and all current or future use of the Program, without refund.

You agree that any violation or threatened violation of the intellectual property rights set out in this Agreement would cause irreparable injury to Us that may not be adequately compensated by monetary damages, and that the Company is entitled to seek and obtain injunctive relief, without bond, and this in addition to all other legal and equitable remedies that are available to the Company at the time.

INDEPENDENT CONTRACTOR STATUS

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between any member of the Program Team and You. The Company is agreeing only to provide You with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the Consultants and other members of the Program Team, is not intended as, and shall not be understood or construed as, professional advice of any nature whatsoever, and You agree You are not entitled to consider it as such.

FORCE MAJEURE

The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, global, regional, or local travel restrictions, lock-outs, strikes or other labor disputes (whether or not relating to You or the Company), or restraints or delays affecting internet, telecommunication, or other communication carriers, or any inability or delay in obtaining supplies of adequate or suitable materials, or any materials or telecommunication breakdown or power outage.

SEVERABILITY/WAIVER

If any term or provision of this Agreement is found by a court of competent jurisdiction to be 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.

MISCELLANEOUS

You agree to absolve and do hereby absolve the Company and its representatives and associates, including other members of the Program Team, of any and all liability or loss that You or any person or entity associated with You may suffer or incur as a result of use of the Program and/or any information and resources contained in the Program. You agree that the Company and others member of the Program Team shall not be liable to You for any type of damage, including direct, indirect, special, incidental, equitable, or consequential loss or damages for any use of the Program.

The information, software, products, and services included or available through the Program may include inaccuracies or typographical errors. Changes are periodically added to the information in the Program. The Company and/or its suppliers may make improvements and/or changes in the Program at any time and without any notice to You.

The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Program for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers, including the Consultants and any other member of the Program Team, be liable for any direct, indirect, punitive, incidental, special, and/or consequential damages or any other damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with (i) the use or performance of the Program, (ii) the delay or inability to use the Program or related service, (iii) the provision of or failure to provide services, or (iv) any information, software, products, services, and related graphics obtained through the Program, or otherwise arising out of the use of the Program, whether based in contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of any such damages, and whether or not such damages may have been reasonably foreseeable. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to You. If You are dissatisfied with the Program or any portion of it, Your sole and exclusive remedy is to discontinue using the Program.

NON-DISPARAGEMENT

The parties agree that they will not engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither You nor any of Your associates, employees or affiliates will directly or indirectly, communicate or encourage the communication by others of messages, information, communications or other statements of any kind and in any form that might reasonably be construed to be negative, critical or derogatory toward, the Company or any of its programs, members, owners, directors, officers, affiliates, subsidiaries, employees, agents or representatives.

ASSIGNMENT

You may not assign this Agreement without express written consent of the Company.

MODIFICATION

The Company may modify terms of this Agreement at any time. It is our policy to post any changes we make to this Agreement on this page. If we make material changes to this Agreement, we will notify You by email to the email address specified in your account and/or through a notice on the Website homepage. The date this Agreement was last revised is identified at the bottom of this page. You are responsible for ensuring we have an up-to-date active and deliverable email address for You, and for periodically visiting our Website and this Agreement to check for any changes. Your continuing participation in the Program shall signal your acceptance of the terms of this Agreement as modified from time to time.

TERMINATION

We believe in the power of the community created through the intimacy of the small coaching groups that exist in the Program. You acknowledge that active engagement through Your regular participation is a requirement of the Program. Failing to participate and actively engage in the Program may undermine the experience and benefit of the Program for other Program participants looking for the community and peer support of their small coaching group. The Company reserves the right, in its sole discretion, to terminate Your access to the Program and the related services or any portion thereof at any time if You fail to attend two consecutive monthly coaching sessions with either or both of the Consultants. You shall not be entitled to a refund of any portion of the fees in the event of such termination.

The Company also reserves the right, in its sole discretion, to terminate Your access to the Program and the related services or any portion thereof at any time if You become disruptive to the Company or other Program participants, if You fail to follow the Program guidelines, or if You otherwise violate this Agreement. You shall not be entitled to a refund of any portion of the fees in the event of such termination. The restrictions imposed on You in these Terms with respect to the Program intellectual property will still apply now and in the future, even after termination of this Agreement by You or the Company.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its owners, directors, officers, affiliates, subsidiaries, employees, agents and representatives for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of Your use of or inability to use the Program and related services, any user postings made by You, Your violation of any terms of this Agreement or Your violation of any rights of a third party, or Your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with the Company in asserting any available defenses.

RESOLUTION OF DISPUTES

The Parties agree and accept that the only venue for resolving any dispute shall be in the venue set forth herein below. You hereby expressly waive any and all claims You may have, now or in the future, arising out of or relating to the Program, including the information, software, products, services, and related graphics contained in the Program. To the extent that You attempt to assert any such claim, You agree that this Agreement shall be governed by and interpreted and construed in accordance with the laws of the Province of Quebec and the Federal laws of Canada applicable therein without reference to conflict of laws principles that might require application of the laws of any other jurisdiction. Further, You expressly and irrevocably agree to submit any claim solely through binding arbitration to occur in Montreal, Quebec, Canada.

You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims You and/or any entity related to You asserts against the Company. To the fullest extent permissible by law, You further agree that You shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.

EARNINGS DISCLAIMER

Every effort has been made to accurately represent the Program and its potential.

The Program, including the information, software, products, services, and related graphics contained in the Program, or otherwise offered on this site, is not associated or affiliated with, endorsed or sponsored by Facebook, nor has it been reviewed, tested or certified by Facebook.

There is no guarantee that You will earn any money using the program, frameworks, tools, methodologies, ideas, and techniques put forward in the Program or in any of the Program’s materials. Examples set out or referred to in such materials are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our products, frameworks, tools, methodologies, ideas, and techniques. We do not position this Program as a “get rich scheme.”

Any claims made of actual earnings or examples of actual results can be verified upon request. Your level of success in attaining the results claimed in our materials depends on the time You devote to the program, frameworks, tools, methodologies, ideas, and techniques mentioned in the Program, Your finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee Your success or income level. We are not responsible for any of Your actions or inactions in relation to the Program.

Many factors will be important in determining Your actual results and no guarantees are made that You will achieve results similar to ours or anybody else’s. No guarantees are made that You will achieve any results from the program, frameworks, tools, methodologies, ideas, and techniques mentioned in the Program.

DO NOT SUBSCRIBE IF…

If You do not understand or agree with any of the terms or conditions in the Agreement, please do not subscribe to the Program.

If You require further clarification, please contact [email protected].

Gimbal reserves the right to modify or amend these Terms of Participation from time to time and we encourage you to refer back to this Agreement regularly.