AGREEMENT: This agreement regarding the online course (hereinafter referred to as the "Agreement") is entered in accordance with the provincial and federal laws by and between Melissa O'Shea & Emma Smith, (hereinafter referred to as the "Course Provider") and you, defined below, as a participant or attendee of the online course, also defined below.

All parts and sub-parts of this Agreement are specifically incorporated by reference herein. This Agreement governs your attendance and/or participation in the online course.


Article I - DEFINITIONS

The Parties referred to in this Agreement are defined as follows :

1) Course Provider: We, the Course Provider, as creator and operator of the online course, is responsible for the public provision of the online course. The Course Provider, we, us, our and other first-person pronouns shall refer to the Course Provider, and, where applicable, all employees and affiliates of the Course Provider.

2) Course Participant: You, as a participant in the online course, will be referred to throughout this Agreement by second-person pronouns such as you, your or as a participant. The use of the masculine gender has been adopted for ease of reading and has no discriminatory intent.

3) Parties: Collectively, the parties to this Agreement (we, the Course Provider, and you, the Course Participant) shall be referred to as the "Parties" and individually as the "Party".

The details of the course are as follows:

1) Name of Course: Unbecoming

2) Description of the course:

A 7 module, self-paced, online course with accompanying documents. Teachings will help you in unlearning conditioning, patterns, old truths, and reconnect to self. You will learn new behaviours and teachings that will support you in shifting your current patterns and reality. There is also an option to add on 1-on-1 coaching to further enhance your experience.

3) Total fees:

Course Only Option: eight hundred eighty eight United States dollars (222$)

Two 1-on-1 Coaching Sessions Add On: three hundred thirty three United States dollars (222$)

4) URL of the course: www.melissaoshea.ca/unbecoming

5) Details of course dates and times: this course is self-paced

Article II - CONSENT

By attending or participating in the course, you warrant that you have read and reviewed this Agreement and agree to be bound by it. If you do not agree to be bound by this Agreement, please do not attend or participate in the course or discontinue your attendance and participation, if ongoing. The Course Provider agrees to provide the course to you only if you consent to this Agreement.

Article III - AGE RESTRICTIONS

You must be at least 18 years old to attend or participate to the course. By attending or participating to the course, you represent and warrant that you are at least 18 years old. The course provider assumes no responsibility for any misrepresentation of your age.

Article IV - REFUNDS

Refunds are not available for the online course.

Article V - LICENCE OF ACCESS AND USE OF MATERIALS

We may provide you with certain information, documents, written materials, graphics or any combination thereof (the "Materials") as a result of your participation in the course. The Materials have been developed by the Course Provider. Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable, revocable licence to use the Materials solely in connection with your participation in the online course. The Materials may not be used for any other purpose. You may not share or sell the Materials with others. You may not publish the Materials online. You may only and exclusively view the Materials for your personal use.

Article VI - ONLINE COURSE CONDITIONS

We make no promises or guarantees with respect to our course or materials. You hereby acknowledge and agree to the following:

1) You are solely and exclusively responsible for the choices you make with respect to this course, the Materials or any significant change in your business or life;

2) You are solely and exclusively responsible for your own mental health, physical health, business decisions and any other action or inaction you choose to take;

3) We are not responsible for the results or lack of results or consequences that may result from your participation in the course;

4) This course does not constitute a therapeutic or medical relationship. We do not provide therapeutic or medical services, and you are responsible for obtaining such services at your own discretion if required.

Article VII - PRESS RELEASE

You acknowledge and agree that during the online course, you may be subject to photographs, videos, sound recordings or other media captures of your face, name, voice or likeness. In consideration of your participation in the course, you hereby irrevocably consent to the use, publication, distribution, broadcast, reproduction, live streaming, editing, recording, posting, copyright, licensing, digitization and/or republication of the Released Media, as defined below, by the Course Provider, and all employees, affiliates, partners, representatives or agents (collectively, the "Release Receiver") for any lawful reason or purpose, including, but not limited to, social media, commercial products, education, materials, video footage, sales, marketing or any other media in any form whatsoever that has been or will be invented.

Released Media will include, but not be limited to, all photographs, videos, sound recordings, paintings, sculptures and all other media now known or hereafter developed, captured of you or your likeness during the course by the Release Receiver.

You hereby release the Release Receiver from all claims and demands arising out of or in connection with any use of the Released Media, including, without limitation, claims for breach of privacy, claims of publicity rights, defamation and/or any other intellectual property rights. You do not claim any ownership rights in the Released Media and waive any past or present right to register any copyright or trademark in the Released Media.

You consent to the use of this publication medium with the knowledge and understanding that your name, comments and other identifying factors may be revealed to the general public. However, the Release Receiver may not disclose your known or previously known location, e-mail or physical address, or other contact information, such as your telephone number, to any party in any medium.

Article VIII - INTELLECTUAL PROPERTY

You agree that the Materials, the online course, all online properties owned by the Course Provider (such as websites, social media pages, etc.), and any other intellectual property so created is the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents and other intellectual property ("Provider IP"). You agree that the Course Provider owns all right, title and interest in and to the Provider IP and that you will not use the Provider IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Service Provider's intellectual property in any manner whatsoever, including electronically or by registering new trademarks, trade names, service marks or URLs, without the express written permission of the Course Provider.

Article IX - PAYMENT & FEES

As indicated above, the total fees for the online course are as follows: calculation = $222 USD

Payment methods are available for the payment of fees. These payment methods are structured as follows:

One-time payment of $222 USD for the Course Only Option OR 2 monthly payments of $111 USD for the Course Only. One-time payment of $222 USD for the two 1-on-1 coaching sessions add on.

If payment is not made before the first day of the online course, you will lose your place in the online course.

Article X - ACCEPTABLE USE

You agree not to engage in unacceptable situations, including but not limited to:

1) Harassing, abusing or threatening others or otherwise violating a person's legal rights;

2) Violate the intellectual property rights of the Course Provider or any other third party;

3) Perpetrate any fraud;

4) Engage in or create illegal gambling, lotteries or pyramid schemes;

5) Publish or distribute any obscene or defamatory material;

6) Publish or distribute any material that incites violence, hatred or discrimination against any group;

7) Illegally gathering information about others.

Article XI - NO LIABILITY

The course is provided for information purposes only. You acknowledge and agree that any information received by you as a result of or through the course, or in the Materials, is not intended to be legal, medical or financial advice, and that no fiduciary relationship has been created between you and us. You also agree that your participation in the course is at your own risk. We assume no liability for any advice or other information given in the course.

Article XII - COMPENSATION

You agree to defend, indemnify and hold us harmless from and against any and all claims and legal demands, including reasonable attorneys' fees, arising out of or relating to your participation in the course, your violation of this Agreement, or your conduct or actions. You agree that we may choose our own legal counsel and participate in our own defense, if we choose to do so.

Article XIII - TERM, TERMINATION AND SUSPENSION

We may terminate this Agreement with you at any time, for any reason, with or without cause. We may also deny you access to any course at our sole and exclusive discretion. In such event, any funds paid will be refunded to you. We specifically reserve the right to terminate this Agreement if you violate any of the terms and conditions set forth herein, including, but not limited to, infringement of our or a third party's intellectual property rights, failure to comply with applicable laws or other legal obligations, and/or publication or distribution of illegal materials. Upon the termination of this Agreement, all provisions that by their nature should survive termination will remain in full force and effect.

This Agreement will terminate at the end of the course.

Article XIV - NO WARRANTY

You agree that your participation in the course is at your own risk and that the services we provide are provided on an "as is" basis. We hereby expressly disclaim all express or implied warranties of any kind, including, but not limited to, the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We do not guarantee that the course will meet your needs. We also do not warrant the reliability or accuracy of any information contained in the course. You agree that any damage that may occur to you through your computer system, or as a result of the loss of your data during your participation in the online course is your sole responsibility and that we are not liable for any such damage or loss.

Article XV - LIMITATION OF LIABILITY

We are not responsible for any damages that may be caused to you as a result of your participation in the course, to the fullest extent permitted by law, as stated above. The Course Provider's maximum liability arising out of or relating to this Agreement shall be limited to the greater of one hundred (100) Canadian dollars or the amount paid by you to us within the last six (6) months. This section applies to all of your claims, including, but not limited to, loss of profits or revenues, consequential or punitive damages, negligence, strict liability, fraud or torts of any kind.

Article XVI - GENERAL PROVISIONS

1) Language: All communications or notifications made under this Agreement shall be in the English language.

2) Jurisdiction, Place and Choice of Law: By participating in the course, you agree that the provincial and federal laws shall govern any matter or dispute arising out of or relating to this Agreement and any dispute of any kind that may arise between you and us, except for the conflict of law provisions. In the event of any dispute specifically authorized by this Agreement, the Parties agree to submit to the personal jurisdiction of the provincial and federal courts of the following county: London, Ontario. The Parties agree that this choice of law, place and jurisdiction provision is not optional, but rather mandatory. You hereby waive any objection as to venue, including the assertion of the inconvenient forum doctrine or similar doctrine.

3) Arbitration: In the event of any dispute between the Parties concerning or arising out of this Agreement, the Parties shall first endeavor to resolve the dispute personally and in good faith. If these attempts at personal resolution fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: London, Ontario. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no power to add Parties, modify the provisions of this Agreement, award punitive damages or certify a class. The arbitrator shall be bound by applicable and subsisting federal laws and the provincial laws. Each Party shall bear its own costs and fees. Claims requiring arbitration under this section include, but are not limited to: contractual claims, claims in tort, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this subsection, be the subject of litigation. The Parties, in accordance with this subpart of this Agreement, waive any right they may have to a jury trial with respect to claims for arbitration.

4) Assignment: This Agreement, or any rights granted hereunder, may not be assigned, sold, leased or otherwise transferred, in whole or in part, by you. If this Agreement or the rights granted hereunder are assigned, sold, leased or otherwise transferred by the Courses Provider, the Courses Provider's rights and responsibilities shall apply to all assignees, administrators, successors and executors.

5) Diversity: If any part or sub-part of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, the remaining parts and sub-parts shall be enforced to the maximum extent possible. As such, the remainder of this Agreement shall remain in full force and effect.

6) No Waiver: Our failure to enforce any provision of this Agreement shall not constitute a waiver of any future enforcement of that or any other provision. The waiver of any part or sub-part of this Agreement shall not constitute a waiver of any other part or subpart.

7) Titles of convenience only: The headings of the parts and sub-parties of this Agreement are for convenience only. The headings do not affect the meaning of the provisions of this Agreement.

8) No Agency, Partnership or Joint Venture: No agency, partnership or joint venture has been created between the Parties as a result of this Agreement. Neither Party has the authority to bind the other Party to third parties.

9) Act of God: We shall not be liable for any failure to perform due to causes beyond our reasonable control, including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts that may be due to unforeseen circumstances.

10) Permitted Electronic Communications: Electronic communications are permitted to both Parties under this Agreement, including electronic mail or facsimile. If you have any questions or concerns, please email us at [email protected]. You can also find us at the following URL address:www.melissaoshea.ca/unbecoming