• Scope of Services. You are enrolling in a certain unique and curated program(s) offered by Pros&Babes inc. (“Pros&Babes”)  to help you stay connected to your professional goals while growing your family (the “Services”). The Services include access to a private online community, group calls, worksheets, and other online resources. You acknowledge, understand and agree that you are responsible for booking your 1-1 calls (if included) through Pros&Babes’ online booking system. A 1-1 may be rebooked once, and a 48-hour notice is required for a rebooking. If you are enrolled in the MoMBA VIP upgrade, the vision and values board design includes two rounds of edits and revisions by the Pros&Babes design team.

• Limitation on Services. You acknowledge, understand, and agree that: (a) the Services are not medical advice, counseling or psychotherapy services and are not a substitute for medical advice, professional counseling or therapy by a licensed psychotherapist or other licensed professional; (b) the Services are not specific financial advice and Pros&Babes cannot guarantee any financial success; (c) Pros&Babes is not a financial advisor and does not provide financial advising services that require any licensing; (d) Pros&Babes does not provide legal advice or legal services, and the Services shall not be construed to be legal advice or legal services; (e) Pros&Babes does not guarantee any specific outcomes as a result of the Services; and (f) the foregoing limitations are not meant to be a comprehensive list of all limitations.

• Compensation. In consideration of the Services provided to you, you agree to pay to Pros&Babes the full tuition any other applicable taxes, upon execution of this Agreement, as per the tuition schedule at the time of enrollment, and you agree that Pros&Babes will keep a credit card number on file for you. 

• Nature of This Agreement. Nothing herein contained shall be construed so as to create an agency relationship, an employment relationship, a partnership, or a joint venture between Pros&Babes and you.

• Personal Information. You consent to the collection, use, storage and disclosure of personally identifiable information about you (“Personal Information”) by Pros&Babes as may be required for the following purposes (the “Purposes”):

1. for reporting purposes to any trade or professional organization governing Pros&Babes that requires the use of the Personal Information or any investigative body having authority over Pros&Babes;
2. as required by law;
3. for any purpose required or permitted under the Personal Information Protection Act (Alberta), as amended (“PIPA”);
4. as reasonably required to provide the Services to you that you have requested that Pros&Babes provide under this Agreement or to share anonymized client results to grow the community; and/or
5. with respect to the disclosure of your email address, to Facebook (in a hashed form, to be aggregated or anonymized such that you cannot be identified), to allow Pros&Babes to more effectively target its intended audience. You can opt out from this disclosure by writing to [email protected]

Pros&Babes acknowledges that any Personal Information concerning you may be subject to requirements of applicable privacy legislation including but not limited to PIPA. Pros&Babes agrees and covenants with you as follows:

(i)   that Pros&Babes will not, without your prior consent, disclose or make available any
      Personal Information to any individual, firm, association, syndicate, partnership,
      independent contractor, trust, trustee, joint venture, unincorporated association,
      government agency or body or other organization (“Person”) except as may be
      permitted or required under law;
(ii)   that Personal Information shall be used only for the Purposes specified by Pros&Babes,
        above and/or as described in Pros&Babes’ privacy policy as may be amended from time
        to time;
(iii)   that Pros&Babes shall not sell, trade, barter, or transfer any Personal Information to any
      Person; and
(iv)   that Pros&Babes shall comply with PIPA and other applicable privacy legislation in
        respect to the collection, use, storage and disclosure of your Personal Information provided
        to Pros&Babes.

• Limitation of Liability. IN NO EVENT WILL PROS&BABES OR ITS AFFILIATES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, AS APPLICABLE, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF USE, DATA, BUSINESS, LOSS OF GOODWILL, REPUTATION, CREDIT OR PUBLICITY, LOSS OF REVENUE AND INTEREST, PROFITS, OR ANTICIPATED PROFITS AND CLAIMS FOR SUCH DAMAGES BY A THIRD PARTY) THAT YOU MAY INCUR OR EXPERIENCE BY REASON OF HAVING ENTERED INTO OR RELIED ON THIS AGREEMENT, OR ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, EVEN IF EITHER PARTY WAS ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE FORM OF THE CLAIM(S), IN WHICH SUCH LIABILITY MAY BE ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE TOTAL LIABILITY OF PROS&BABES OR ITS AFFILIATES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS FOR ANY CLAIM FOR DIRECT DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, SHALL NOT EXCEED THE FEES YOU HAVE PAID TO PROS&BABES FOR THE SERVICES HEREUNDER IN THE TWO (2) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

• Term. The term of this Agreement (the “Term”) shall commence upon your acceptance of this Agreement and shall continue for the number of calendar months you’ve registered for or until terminated in accordance with section 8 (Termination).

• Termination. This Agreement may not be terminated by either party during the Term of the Agreement. Notwithstanding the foregoing, and subject to section 11, if you are in breach of this Agreement, Pros&Babes may provide you with written notice of such breach, and if you fail to cure such breach within fifteen (15) days of such written notice, Pros&Babes may terminate the Agreement. In the event that Pros&Babes terminates the Agreement, you will remain responsible for payment of the full amount(s) corresponding to the Services, as if the Agreement had not been subject to early termination. You agree not to use chargebacks.

1. Confidentiality. You acknowledge and agree that you shall not use, reproduce, or disclose any of Pros&Babes’ Confidential Information during the term of this Agreement and perpetually thereafter. As used in this Agreement, the term “Confidential Information” means all technical, operational, and economic information relating to Pros&Babes and/or the Services, including, without limitation, manuals, programs, methods, data, business plans, product plans, designs, ideas, vendor and supplier information, trade secrets, trademarks, patents, technology, customer or client lists, software, algorithms, strategies, opinions, contracts, agreements, correspondence, descriptions, writings and other materials, whether or not under copyright, or any other intellectual property or rights in intellectual property, concerning Pros&Babes or the business or affairs of Pros&Babes  (including the Services) furnished, provided, or otherwise made available (orally, visually, in writing, or electronic, computer readable, or any other form) by or on behalf of Pros&Babes to you, disclosed before, on or after the execution hereof, and whether or not specifically described as “confidential” at the time or thereafter of delivery. “Confidential Information” shall not include information which: (i) you are able to establish was or becomes generally available to the public other than as a result of a wrongful public disclosure by you, but only from such date and only such portion of the information which becomes so available; (ii) you are able to establish was developed by you without reference to Pros&Babes’ Confidential Information; or (iii) you are able to establish was received from a third party without obligations of confidentiality. You shall have the sole burden of establishing that the aforementioned exceptions set out in this paragraph apply. You acknowledge that you will not create any client breakout rooms, chats,  events, or discussions using any portion of the Pros&Babes client list during the term of this agreement and perpetually thereafter, without prior written consent from Pros&Babes. You agree to abide by the most up-to-date online Terms of Use, Privacy Policy, and other policies governing protection Pros&Babes intellectual property.
2. Use. You acknowledge and agree that your use of the Services is limited to you, and that you shall not repurpose the Services or any portion thereof, nor distribute, or grant access to or use of the Services or any portion thereof, to any third party. You acknowledge and agree that your violation of this provision shall be a breach of this Agreement and that, in addition to any other remedies available to Pros&Babes at law or in equity, Pros&Babes may immediately terminate your access to the Services upon such breach. In the event of such termination, you will remain responsible for payment of the full amount(s) corresponding to the Services, as if the Agreement had not been subject to early termination.

• Online Community. You acknowledge and agree that your participation in any online community or group provided as part of the Services is subject to the terms and conditions of the third party or parties hosting such online community or group (e.g. Facebook, Mighty Networks). Pros&Babes does not have control over (nor does it assume any responsibility or liability for) the practices of any of these third parties, including without limitation with respect to the collection, use, and disclosure of your personal information by such third parties. Please review the privacy policies and practices of these third parties, including data security practices, before using such online community or group. You acknowledge and agree that Pros&Babes is in no way affiliated with such third parties and you agree to hold Pros&Babes harmless from any action or inaction taken by such third parties.

1. Notice. Any notice under this Agreement shall be effectively given if delivered personally, or if sent by registered mail or e-mail, if a party provides its mailing or e-mail address, as applicable, to the other party.

• Assignment. Neither party shall assign or transfer any interest or delegate any responsibility arising out of this Agreement without the prior written consent of the other party.

• Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.

• Modifications. Any modification or amendments to this Agreement shall be in writing and signed by both parties.

• Binding Effect. This Agreement shall be binding upon the parties to this Agreement, their respective heirs, estate trustees, successors and assigns, as applicable.

• Unenforceability. The invalidity, illegality or unenforceability of any provision shall not in any way affect the validity, legality or enforceability of the remaining provisions of this Agreement.

• Survival. Sections 5, 6, 8, 10, 11, 12, 14, 17, 20, and 21 of this Agreement, and any other section of this Agreement that ought reasonably to survive termination or expiration will survive the termination or expiration of this Agreement.

• Governing Law. This Agreement will be governed by the laws of the Province of Alberta and the laws of Canada applicable therein. The parties agree to the exclusive jurisdiction of the courts of the Province of Alberta, judicial district of Edmonton.

• Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior negotiations, representations or agreements, either written or oral, between the parties.

• Execution and Delivery. By making a deposit or payment for the MoMBA program, you are agreeing to the terms and conditions set out in this agreement. Your payment confirmation will constitute the equivalent of an electronic signature, indicating that you have read and agree to the above terms and conditions. You will receive a signature copy for your records.