TERMS AND CONDITIONS

1. Services. ELEMENT PERSONAL ASSISTANTS (herein referred to as “ELEMENT PA” or “Company”) agrees to provide coaching and or consulting services (herein referred to as “Program") identified in online commerce shopping cart OR invoice with Terms and Conditions page linked. Client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Program.

2. Schedule and Days Off. Our services are generally available during normal business hours. Monday to Thursday 10am-4pm PST, excluding Canada and British Columbia national holidays. 

3. Client Duties. The parties agree that time is of the essence with respect to performance of each of our obligations under this Agreement.To get the most out of this program and the services provided Client must respond to Element PA in a timely manner and send any information requested so as to best achieve the intended results. If an appointment is missed without notice, it is at Element PA discretion to reschedule at a date and time convenient to the service provider. If you need to cancel or reschedule an appointment, please notify Element PA at least 24 hours in advance. The success of our working together falls on Client’s full participation and dedication to the program.

4. Billing and Payment. A non-refundable deposit of ONE HUNDRED PERCENT (100%) of our agreed charges is required to secure your spot. For all Services performed under this Agreement or other request for Services that references this Agreement, Client shall: (i) pay Element PA at the current standard rates, and (ii) pay Element PA upon receipt of each invoice. All payments pursuant to this Agreement are non-refundable. 

5. Confidentiality. We will never release any confidential, proprietary information, or personal information to outside parties without your consent. Any such client information is kept strictly confidential and Element PA is bound by the Personal Information Protection and Electronic Documents Act (PIPEDA) of Canada, and Personal Information Protection Act (PIPA) of BC, and is kept strictly confidential and will never be shared with anyone, unless required by law to do so. If requested, we are happy to sign an NDA (we will have our legal advisors review it).

6. Work Product Ownership. Client shall have full rights to the Work Product once the contract has ended. Client has no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product, except in accordance with Paragraph 14, below.

7. Relationship. The Service Provider provides its services as an independent contractor and not as an employee. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and Element PA.

8.  Termination. Unless otherwise agreed to, either party may terminate this Agreement at any time by giving the other party written notice of termination. If this Agreement is terminated by the Client, Client shall give 30 days notice and pay Element PA for all work performed and for all expenses incurred prior to the effective date of termination. Due to the extensive time involvement and nature of the professional services in this Agreement, refunds will not be given.

For the Amplify + Automate 1:1 Mentorship is a 3-month minimum. After the initial 3-month period, the subscription renews monthly automatically. You are responsible for completing each payment, after the initial 3-month period, we require 2 business days notice to cancel your subscription. 

9. No guarantee of results. The Services provided under this Agreement are for educational and informational purposes only. Client accepts, agrees and understands that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties or guarantees verbally or in writing regarding your results of any kind. You alone are responsible for your actions and results in life and business which are dependent on personal factors including, but not necessarily limited to, your skill, knowledge, ability, dedication, network and financial situation, to name just a few. You also understand that any testimonials or endorsements by our clients, customers or audience represented on our programs, websites, content, landing pages, sales pages or offerings have not been scientifically evaluated by us and the results experienced by individuals may vary significantly. Any statements outlined on our website, programs, content, and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no professional legal, medical, psychological or financial advice..

10. Representations of warranties. 

Each party warrants that:

(i) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid, and binding obligation, enforceable against either party in accordance with its terms; 

(ii) They have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform their obligations under this Agreement, without the approval or consent of any other party; and 

(iii) They have sufficient right, title, and interest in and to the rights granted in this Agreement. Element PA warrants that the Services will be performed in a professional manner in accordance with recognized industry standards. To the extent Services provided are advisory, no specific result is assured or guaranteed. 

ELEMENT PA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER ELEMENT PA EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.

10. Limitation of Liability.

MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF SERVICES FEES PAID BY CLIENT FOR THE SERVICES FROM WHICH THE CLAIM AROSE. IN NO EVENT SHALL ELEMENT PA BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.

11. Indemnification. You agree to indemnify and hold harmless Element PA and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by us in connection with or arising from any such claim, suit, action, or proceeding. You will immediately notify Element PA of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM. Element PA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.

12. Assignment. Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the nonassigning party).

13. Dispute Resolution. Any cause of action brought by Client against Element PA must be instituted within one year after the cause of action arises or be deemed forever waived and barred. For every dispute regarding this Agreement: (i) the prevailing party is entitled to its costs, expenses, and reasonable attorney fees’ (whether incurred at trial, on appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which the party may be entitled; (ii) each party consents to the jurisdiction of the courts of the Province of British Columbia and agrees that those courts have personal jurisdiction over each party;(iii) venue will be in British Columbia and (iv) the parties will submit the dispute to mandatory mediation held in British Columbia or through an online mediation service agreed upon by all parties. If the parties cannot agree on a mediator, then any party may apply at any time to the presiding judge of the Superior Court for the appointment of a mediator, and the judge’s selection is binding on all parties. The parties will share equally (50/50) in all costs of the mediation, including the mediator’s fees, but each party is solely responsible for its own attorneys’ and experts’ fees. Every mediation will be completed within 4 months of the date when the initial notice demanding mediation was provided by any party. If for any reason, the dispute is not resolved through mediation within the 4-month period, then the parties may continue seeking to resolve the dispute via any process, including litigation by trial. 

In no event shall Element PA be liable for any consequential, punitive or multiple damages of any kind.

14. Liability. Although every effort will be made to ensure reliable service, in the event of equipment failure, Service Provider cannot be held liable for loss of information. Service Provider will not be liable for loss, damage, or delay of Client’s project due to circumstances beyond Service Provider’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, We will make every effort to notify you immediately. All work carried out by us will be proof-read. However, responsibility of final proof-reading of documents lies with you and any errors notified within FORTY-EIGHT (48) HOURS of receipt will be corrected free of charge. Errors or omissions reported after FORTY-EIGHT (48) HOURS will still be corrected, but the additional time spent will be charged to the client. All errors and omissions are excepted. Under no circumstances are we providing legal advice. It is your sole responsibility retain your own licensed legal advisors and approve legal contracts.

15. General. (a) You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 

(b) This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written. 

(c) The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. (d) If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect. (e) The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

16. Obligations Surviving Termination of the Working Relationship. All obligations to preserve your confidential information, intellectual property and other warranties and representations will survive the termination of our working relationship.

17. Communication. The preferred method of communication is email. We will provide updates to you in this manner unless we agree on another method. For example, Zoom and phone calls are available options.

18. Referrals. A referral from you that results in a paying client for us will earn a 10% credit from their first invoice per referral. Testimonials are always welcome and certainly appreciated.

19. Governing Law. This Agreement will be governed and construed in accordance with British Columbia and Canadian law.