Terms and Conditions

1. Introduction.

Welcome to www.100steps2startup.com (the “Site”) owned and operated by 100 Steps to Startup Inc. (“our”, “we”, “Company” OR “100 Steps 2 Startup”).

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, AS WELL AS EXCLUSIONS AND LIMITAITONS ON YOUR LIABILITY.

THIS AGREEMENT BINDS YOU TO THESE TERMS AND CONDITIONS IN CONNECTION WITH YOUR USE OF OURSITE, SOFTWARE, SERVICES OR OTHER OFFERINGS ON OUR SITE (COLLECTIVELY, OUR “PRODUCTS”). BY USING ANY OF THE COMPANY PRODUCTS OR CLICKING ON THE “SIGNUP” BUTTON, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY BE SUBJECT TO ADDITIONAL TERMS WHEN USING PARTICULAR SERVICES, WHICH ARE INCORPORATED BY REFERENCE INTO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE OR ACCESS OUR PRODUCTS.

2. General Terms.

Any personal information submitted in connection with your use of the Products or the Site is subject to our Privacy Policy, located at www.100Steps2Startup.com/privacy, which is hereby incorporated by reference into these Terms and Conditions.

The Company reserves the right to revise these Terms and Conditions in its sole discretion at any time by posting the changes on the Site. Your continued use of the Products after any such change shall mean that you accept such changes. We may, at our sole discretion, notify you of a change to these Terms and Conditions, for example by announcing the change on our website, by e-mailing you about the change, or by notifying you of the change when you log into our Products. Notwithstanding the preceding sentences of this section, no revisions to these Terms and Conditions will apply to any dispute between you and the Company that arose prior to the date of such revision.

The Company may modify the Products or discontinue their availability at any time.

You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with your access to and use of the Products, as well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.

If you access or use Products that involve payment of a fee, then you agree to pay to Company all applicable fees and taxes associated with such access or use.

If you provide credit card information to pay for any fees, then you represent and warrant that you are authorized to supply such information and authorize the Company to charge your credit card on a recurring basis to pay fees as they are due.

You warrant that your use, access and other activities relating to the Site and the Products will be in compliance with all applicable laws and regulations, including, without limitations, laws relating to intellectual property rights and privacy. In connection with your use of the Products and Site, you must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Products or operation of the Site; frame or embed the Site or Products; impersonate another person or gain unauthorized access to another person’s account, username or password (collectively, “Account”); introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or disrupt the operation of any hardware, software or telecommunications equipment, or any other aspect of the Products or operation of the Site; scrape, spider, use a robot or other automated means of any kind to access the Products.

3. Disclaimer.

The Site and Products may give you access to links to third-party websites (“Third Party Sites”). The Company does not endorse any Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. It is your obligation to carefully review the Third Party Sites’ policies and practices, to which you may be subject, before you engage in any transaction. Complaints, claims, concerns or questions regarding Third Party Sites should be directed to the applicable third party.

4. Conduct.

You may only access the Products for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Products. You agree not to use the Products or the Company Content (as defined below) to recruit, solicit, or contact in any form instructors or potential users without our advance written permission, which may be withheld in our sole discretion. You assume any and all risks from any meetings or contact between you and any instructors or other users of the Products.

5. Representations and Warranties.

You represent, warrant and covenant that:

  1. You have read, understood, and agree to be bound by the pricing terms (accessible at http://www.100steps2startup.com/faqs/) associated with your use of our Products, which may change from time to time;
  2. You are over the age of 18, or, if not, you will only use our Products with the involvement, supervision, and approval of a parent or legal guardian;
  3. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site or the Products;
  4. You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, defamatory or libelous content;
  5. You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any Company Content, the Products except as permitted by these Terms and Conditions; and
  6. No content or information provided by you to Company infringes, violates or otherwise interferes with any right, including privacy and intellectual property rights, of any third party.

6. Registration.

To use certain Products, you will need to register and obtain an account, username and password. You are solely responsible for maintaining the confidentiality of your Account and for all activities associated with or occurring under your Account. You are responsible for maintain the accuracy of your Account information. You must notify us immediately of any unauthorized use of your Account and any other breach of security. We are not responsible for any loss or damage arising from your failure to comply with your obligations under these Terms and Conditions.

You may not transfer your Account to any other person and you may not use anyone else’s Account at any time without our express written permission. In cases where you have authorized or registered another individual to use your Account, you are fully responsible for (i) the online conduct of such individual; (ii) controlling the individual’s access to and use of the Products; and (iii) any and all liability arising from or related to such individual’s access to and use of our Products or your Account.

7. Content, Licenses & Permissions.

All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof contained on this Site or in the Products or otherwise provided to you by Company is “Company Content”.

Content uploaded, transmitted or posted to the Site or through the Products (including through our third party services providers) by a user is “Submitted Content”. Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and may be protected, without limitation, under Canadian and foreign copyright, trademark and other intellectual property laws. You represent and warrant that you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms and Conditions to Company with respect to your Submitted Content and that Company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any party for any use or exploitation of your Submitted Content or have any liability to you or any other party as a result of any use or exploitation of your Submitted Content. You have the right to remove all or any portion of your Submitted Content from the Site at any time. Any request made by you to the Company for the removal of Submitted Content will completed within sixty (60) days of Company receiving such a request.

The Company grants you a limited, non-exclusive, non-transferable, revocable license: (a) to access and use our Products and services solely in accordance with these Terms and Conditions; (b) print out discrete information from our Site solely for internal, personal, non-commercial purposes, (c) to access and use Submitted Content and Company Content, provided that you have paid all applicable fees, solely for your personal, non-commercial, educational purposes through the Site and the Products, in accordance with these Terms and Conditions and any other conditions or restrictions to which you are subject associated with the Company’s courses or Products. All other uses are expressly prohibited absent our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless we give you explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to you. Instructors may not grant you license rights to Submitted Content that you access or acquire through the Products. You may not use any Company Content, Submitted Content or our Products to develop, including as a component, any information, database, information base or similar resource, in any media whatsoever, that is offered for commercial distribution of any kind, nor create compilations or derivative works.

You hereby grant the Company permission to use your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Site, Products, courses, Company Content and Submitted Content and, to the extent permissible under applicable law, waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith.

THE COMPANY DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND THE COMPANY SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SITE OR THROUGH THE PRODUCTS IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL.

If you believe that Submitted Content of yours, a third party or the Company, violates any laws or regulation, including, without limitation, any copyright laws or is inaccurate or poses any risk whatsoever to a third party, it is your responsibility to notify the Company. It is your responsibility to ensure that your Submitted Content complies with all applicable law, and Company shall not be liable for any of your Submitted Content.

All content accessible by you through the use of our Products will be hosted by, and subject to the terms and conditions of, Thinkific Inc. For greater certainty, Thinkific Inc. may also host the videos and other materials to which you may be granted access relating to our Products, Company Content. Thinkific Inc. may also host any Submitted Content provided by you through our Site or our Products.

These Terms and Conditions do not grant any implied licenses.

8. Pricing, Taxes and Payment.

You agree to pay the fee listed at the time of purchase, and hereby authorize us to charge your credit card for such amounts. Access to the Products will only be granted after payment is received. A description of the fees for accessing our Products can be viewed on our FAQ pages, accessible at http://www.100steps2startup.com/faqs/.

Payments:

Payments are processed by our payment partners, including Stripe Payments Canada, Ltd, in accordance with their terms and conditions. Payments are paid to 100 Steps 2 Startup, Inc. All prices are in Canadian dollars. Payments made in currencies other than Canadian dollars are subject to then-current exchange rates.

You agree to pay the applicable one-time fee to access our Products for a term of one (1) year (“Initial Term”). After the one (1) year term expires, you may continue to access our Products for $9.99/month, which will be charged to the credit card provided to us by you, unless you notify us that you wish to terminate your agreement with us relating to your use of our Products.

Taxes

Each party acknowledges that it is responsible for remitting any applicable taxes on its behalf to the competent tax authority in respect of the use and sale of any of our Products, Company Content or Submitted Content, provided that such sale is expressly permitted under these Terms and Conditions.

Refunds

If you complete the 100 Steps 2 StartupTM program in its entirety and in accordance with all of the instructions set out therein, and you are unsatisfied, acting reasonably, you may request a refund for any fees paid during the Initial Term. Proof of completion of the 100 Steps 2 StartupTM program must be sent to support@100Steps2Startup.com at the time that you make a request for a refund. We reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Products if you request a refund of the fees paid during the Initial Term.

9. Trademarks.

The trademarks, designs, and logos (the “Trademarks”) used and displayed on the Site, in the Products or in any Company Content may be protected pursuant to Canadian and foreign trademark laws. You may not alter or obscure the Trademarks, or link to them without our prior written approval.

10. Warranty Disclaimer.

ALL CONTENT AND PRODUCTS AVAILABLE THROUGH OUR SITE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. IN PARTICULAR, COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE OR ANY CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS AND CONDITIONS, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES REGARDING THE SITE, OUR PRODUCTS OR ANY CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITENESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE DISCLAIMED BY COMPANY TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW.

11. Limitation of Liability.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY AND ITS SUPPLIERS, AFFILIATES, PARTNERS, ASSOCIATES, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS OR SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND SUPPLIERS SHALL NOT BE LIABLE HEREUNDER UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT OR NEGLIGENCE, FOR ANY LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE USE OF THE SITE OR OUR PRODUCTS OR CONTENT. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY YOU IN CONNECTION WITH THE COURSES OR PRODUCTS UNDER WHICH SUCH LIABILITY AROSE IN THE PAST TWELVE (12) MONTHS.

12. Indemnification.

You hereby indemnify, defend and hold harmless the Company, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorneys’ fees and related costs and expenses, due to or arising out of your breach of these Terms and Conditions or your violation of any rights of any other user or third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you under this Section 13, and in such case, you agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.

13. Termination.

We may terminate your use of the Products or Site immediately without notice for any breach by you of these Terms and Conditions or any of our applicable policies, as posted on the Site from time to time. We may discontinue offering any Product, or content at any time if such Product or content violates any applicable law. Such termination shall provide you with no right to financial remuneration.

You may terminate your use of the Site or the Products at any time, either by ceasing to access them, or by contacting us at support@100Steps2Startup.com.

We have no obligation to retain any of your Account or Submitted Content for any period of time beyond what may be required by applicable law.

Upon termination, you must cease all use of the Site, Products, Company Content, and Submitted Content submitted by other users. Any accrued rights to payment and Sections 4, 5, 10-15 and all representations and warranties shall survive termination.

Should no termination occur pursuant to the above, then your use of the Products and Site will terminate one (1) year after purchase, unless renewed pursuant to then-applicable Terms and Conditions.

14. Electronic Notices.

By using the Products or communicating with Company, you agree that Company may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Products or these Terms and Conditions. If Company learns of a security system’s breach, Company may attempt to notify you electronically by posting a notice on the Products or sending an email to you.

15. Miscellaneous

Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.

Severability. If any provision of these Terms and Conditions is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions of these Terms and Conditions.

No Waiver. The failure of Company to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision.

Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.

No Agency. Nothing in these Terms and Conditions shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.

Arbitration. You agree that any claim or dispute relating to our Products or these Terms and Conditions shall be resolved by simple arbitration exclusively, and shall be governed by, and constitute a submission for the purposes of, the Arbitration Act, 1991 (Ontario) (the “Act”). To resolve any dispute, there shall be one arbitrator agreed to by the parties or, if the parties are unable to agree within five (5) business days after demand for arbitration is made, selected in accordance with the Act. Any arbitrator appointed under the Act shall have at least ten (10) years of experience in complex, commercial engagements in the area that is generally the same as the issue that is the subject of the dispute. Each party shall bear its own legal fees and one-half of all other arbitration expenses and costs, subject to final apportionment by the arbitrator. Any award rendered pursuant to such arbitration shall be final and binding on the parties, absent manifest error, and judgment on such award may be entered in any court have competent jurisdiction. The language of the arbitration will be English and the exclusive place of arbitration shall be Toronto, Ontario, Canada. The decision of the arbitrator shall be confidential, except to the extent necessary to enforce such decision in any court having competent jurisdiction.

Governing Law. These Terms and Conditions and your use of the Site and the Products shall be governed by the substantive laws of the Province of Ontario without reference to its choice or conflicts of law principles. Subject to the arbitration provision set out above, you hereby consent and submit to the personal jurisdiction of the courts of the Province of Ontario in any action or dispute related to these Terms and Conditions, the Site or our Products.

Minors. Our Products are not intended for children under the age of 18. You represent and warrant that you are at least 18 years old or visiting our website under the supervision of a parent or guardian.

No Third Party Rights. No provision of these Terms and Conditions provides any person or entity not a party to this agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any third party beneficiary rights.