KEY MOTIVATOR™ TERMS OF USE

IMPORTANT! YOUR ACCESS TO AND PARTICIPATION IN THE DAILY MOTIVATION, INC. KEY MOTIVATOR™ PROGRAM, INCLUDING YOUR ACCESS TO THE KEYMOTIVATOR.COM WEB SITE, AND THE KEY MOTIVATOR™ MOBILE APPLICATION IS SUBJECT TO THE FOLLOWING TERMS OF USE. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING. ACCESSING THE KEYMOTIVATOR.COM WEB SITE OR THE KEY MOTIVATOR™ MOBILE APPLICATION BY CLICKING THE “I ACCEPT” BUTTON INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, PLEASE CLICK ON THE “EXIT” BUTTON BELOW.

1. ACCEPTANCE OF TERMS

The terms of use (the “Terms of Use”) is an agreement between you (“You”, “Your”, “Yourself”) and Daily Motivation Inc. (the “Company”), governing the use of and participation in the Daily Motivation Inc. Key Motivator™ Coaching/Speaking Program (the “Program”), including, but not limited to the use of www.keymotivator.com (the “Web site”), and the Key Motivator™ mobile application (the “App”). For the purposes of these Terms of Use, You and Company may collectively be referred to as “We” and “Us”. The effective date of these Terms of Use begins upon Your acceptance of these Terms of Use in accordance with the procedure set out in these Terms of Use.

In addition, when using the Services as defined in Section 3 below, You will be subject to any posted guidelines or rules applicable to such Services which may be posted on the Web site or within the App from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms of Use. Company reserves the right, in its sole discretion, to amend these Terms of Use at any time without prior notice by posting amendments on the Web site or within the App. It is Your responsibility to review these Terms of Use regularly to review any amendments to these Terms of Use. If You do not agree to the amended Terms of Use, You shall immediately stop accessing or using the Web site and the App. Any continued access or use of this Web site, the App or the Services after such changes shall indicate Your acceptance of the Terms of Use as modified.

2. REGISTRATION OBLIGATIONS

To use and exploit the Web site, the App, the Program, or the Services, You must first complete the registration process to create an account (“Account”), and select and register a unique user name and password (collectively, “Credentials”). Your Account and Credentials are specific to You and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of Your Credentials and You will be held solely responsible for any harm or personal liability caused by disclosing or resulting from any unauthorized use of Your Credentials. You will not permit any third party to use Your Account or Credentials, and You will immediately notify Company if You know or suspect that Your Account or Credentials have been used by any third party without permission.

During the registration process, You will provide true, accurate, current and complete information about Yourself (“Registration Data”) as prompted by the Service’s registration form. You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, expired or incomplete, or Company has reasonable belief to suspect that such information is untrue, inaccurate, expired or incomplete, Company has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof) by You. In order to register on any portion of this Web Site or use any of the Services, You must be: (a) eighteen (18) years of age or older, or thirteen (13) years of age or older and have your parent or guardian’s consent to the Agreement; and (b) have the power to enter a binding contract with Us and not be barred from doing so under any applicable laws.

Company is not required to verify the actual identity or authority of a third party using Your Account or Credentials, but Company may in its absolute discretion at any time require verification of the identity of a person seeking to access Your Account and may deny access to and use of Your Account if Company is not satisfied with such verification. If Company, in its discretion, considers Your Account or Credentials to be unsecure or to have been used inappropriately, then Company may immediately cancel the Account or Credentials without any notice to You. You may be required to change Your credentials from time to time, upon Company’s request.

3. DESCRIPTION OF SERVICES

Company is offering to user subscribers who have active Accounts, the ability to access an online coach and speaker platform, including but not limited to the ability to: search for a coach; message a coach directly, and/or purchase a coaching plan; join and attend webinars; stream or download motivational recordings; and purchase event tickets through the Web site or the App (collectively, the “Coaching Services”); and the ability to: search for a keynote speaker; request a keynote speaker for speaking engagements; join and attend webinars; stream or download motivational recordings; and purchase event tickets through the Web site or the App (collectively, the “Speaker Services”).

Company is offering to coach and speaker subscribers who have active accounts, the ability to: market, advertise and promote their coaching or speaking services through the App; and sell literary or audio-visual materials of which the coach or speaker is the author, or tickets to events at which the coach or speaker may be attending or speaking at through the Web Site (collectively, the “Provider Services”, and together with the Coaching and Speaker Services, the “Services”). The provision of the Services is subject to these Terms of Use, the Services subscription and all other terms You accepted when registering for or purchasing any of the Services.

Upon registration and creation of an Account, users will be entitled to three (3) 30-minute coaching consultations free of charge. Users shall only have one Account, and shall not be entitled to any Coaching Services free of charge upon any subsequent registration.

If a user fails to attend any previously booked coaching consultation, free or paid, without providing notice to the coach or requesting to reschedule at least forty-eight (48) hours prior to the coaching consultation, user shall (a) forfeit the free consultation; or (b) forfeit any right to a refund for any paid consultation, as the case may be.

4. PRIVACY POLICY

Your Credentials, Registration Data and any other information that You provide through the Web site or the App, as well as certain other information about You, is subject to Company’s Privacy Policy www.keymotivator.com/privacypolicy. Your privacy is important to Us. For more information, please carefully review our Privacy Policy www.keymotivator.com/privacypolicy for details.

5. USE OF THE PROGRAM

Company authorizes You to view, download and print a single copy of materials and content provided on this Web site for Your personal, non-commercial use only and only in connection with Your registration with Company or using the Services. You may not remove any trade-mark, copyright or other proprietary notices from such copy nor modify the material or content in any manner whatsoever. Except as otherwise set out in these Terms of Use, any copying or reproduction of the Web site’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Web site or this Web site materials or content without the prior written permission of Company is strictly prohibited. Company reserves the right to take such steps as it deems necessary, including injunctive relief and specific performance, to restrain such unauthorized and prohibited activity and Company reserves the right to suspend or terminate Your access to any part of the Web site, the App, the Program or the Services immediately, without prior notice, at its sole discretion. Company hereby reserves all right it may have at law and in equity to protect its rights, as provided herein.

6. TRADE-MARKS AND COPYRIGHT

KEY MOTIVATOR and related words and logos are trademarks of Company. Nothing in these Terms of Use or on the Web site or the App will be construed as granting or conferring, either expressly, or by implication, by estoppel or otherwise, a license or other right to You to use any such marks or names or any other intellectual property right of Company. The names of other companies, products and services referred to on this Web site may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of Company or of third parties is strictly prohibited.

The materials provided on this Web site, including, without limitation, all portions of the Web site and App, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright or other intellectual property law and all rights are reserved.

Except as expressly provided herein, no other right or license with respect to any copyright, patent rights, trademark rights, or other proprietary rights, is granted under this Agreement. Without limiting the foregoing, during the Term or thereafter You do not have the right to file for or otherwise obtain or attempt to obtain ownership of any trademark or trade name anywhere in the world which consists of Company materials or any mark, design or logo intended to make reference to Company. Your use of Company trademarks or other intellectual property without authorization of Company is strictly prohibited. Company reserves the right to take such steps as it deems necessary, including any action at law or in equity, to enforce its rights under trademark, copyright or other intellectual property law.

7. USER GENERATED CONTENT

Portions of the Web Site or the App may allow users to post and exchange content, information, ideas and opinions (“User Content”). Company does not screen, edit or review any User Content before it is posted or transmitted. Please note that posted or transmitted User Content does not necessarily reflect the views of Company, and Company disclaims all responsibility for any such User Content and for any claims, losses or expenses resulting from their use or appearance on the Web site or the App and You shall indemnify Company in respect of Your user content.

We value Your visit to and use of the Web site, the App and the Program and welcome any questions, comments or feedback You might have about the Web site, the App, the Program, these Terms of Use or any of the products or services offered by Company (“Feedback”). Please refer to the Contact section of this Web site for phone and fax numbers and email addresses.

If You provide User Content or Feedback, You grant Company a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use and commercialize the User Content or Feedback in any way and for any purpose without providing any compensation to You or any other person. You also grant Company the right to use the name You submit with the User Content or Feedback, if any, in connection with Company’s rights hereunder.

8. HYPERLINKS

Hyperlinks on the Web site and the App are provided for Your convenience only. These links do not imply an endorsement of any linked sites or any affiliation with their owners or operators. Company has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site.

9. ACCEPTABLE USE AND RESTRICTIONS

In addition to complying with these Terms of Use, You agree to use the Web site, the App, the Program, the Services and the materials on the Web site and the App for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions and internet service providers may have restrictions on the use of the Internet by their residents and customers, as applicable.

Potential users of the Web Site, the App, the Program or the Services, in any jurisdiction whose laws would: (i) void these Terms in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing the Web site or the App illegal; are not authorized to use the Web site or the App.

You agree not to use the Services, the Web site, the Program, or the App in any matter that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity.

10. INDEMNITY

You will defend, indemnify and hold harmless Company, its affiliates and their respective directors and employees from and against any and all losses, damages, costs, expenses (including legal fees and other fees and disbursements), claims, complaints, demands, actions, suits, proceedings, obligations and liabilities (including settlement payments) arising from, connected with or relating to Your use or misuse of the Web site, the App, the content or materials associated with the Website, the App, the Program, or the Services; User Content or Feedback; or Your negligence, misconduct, or breach of these Terms of Use. Notwithstanding the foregoing, Company retains the right to participate in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection and at its cost and expense.

11. DISCLAIMERS

You understand and agree that:

1. Use of the Web site, the App, the Program and the Services is at Your sole risk. The Web site, the App, the Program and the Services are provided on an “as is”, “as available” basis. Neither Company, its parent, subsidiaries, affiliates, nor any of their respective employees, agents, officers, directors, or third party service providers (collectively, the “Company Parties”) make any warranty or condition of any kind, whether express or implied, regarding the Web site, the App, the Program or the Services and Company Parties specifically disclaim the implied warranties and conditions of merchantable quality, fitness for a particular purpose and non-infringement of third party rights, to the maximum extent permitted by law.

2. Company Parties make no warranties or conditions regarding the quality, reliability, timeliness or security of the Services or that the Services will be uninterrupted or error-free. Company Parties assume no responsibility or liability for the deletion or failure to store or access, or to store or access properly, email messages and electronic files. You assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained from third parties as part of the Services, with such risk to remain assumed in the event You have paid for virus protection services.

3. The access to and downloading of material from the Web site or the App is done at Your own risk. Company makes reasonable efforts to ensure that the Web site and the App are virus-free, but Company does not at any time guarantee or warrant that such materials are free of viruses, worms, Trojan horses or other destructive code. You are responsible for implementing safeguards to protect Your computer system and data and You are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of the Web site, the App, the Program or the Services.

1. LIMITATION OF LIABILITY

IN NO EVENT WILL COMPANY PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COMPENSATORY OR PUNITIVE DAMAGES OR LOSSES OR DAMAGES FOR LOSS OF INCOME, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES OR OTHER PECUNIARY LOSS, ARISING OUR OF OR RELATED TO THESE TERMS OF USE, THE USE OF THE WEBSITE, THE APP, THE PROGRAM OR THE SERVICES REGARDLESS OF THE CAUSE. COMPANY PARTIES WILL NOT BE LIABLE FOR ANY ACTUAL OR ALLEGED INFRINGEMENT BY ANY THIRD PARTY MATERIALS AVAILABLE THROUGH THE SERVICES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF COMPANY PARTIES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT PAID BY YOU IN THE ONE MONTH IMMEDIATELY PRIOR TO ANY CLAIM.

THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE CAUSES, CIRCUMSTANCES OR FORM OF ACTION GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON A BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS, DAMAGE, DELAY, CLAIM OR LIABILITY.

13. ENTIRE AGREEMENT

These Terms of Use, the Privacy Policy and all other notices, policies and statements contained on the Web site and the App (all as may be amended by Company from time to time without prior notice) constitute the entire agreement between Company and You. These Terms of Use cannot be modified except as described herein. Anything in the Web site or the App inconsistent with these Terms of Use is superseded by these Terms of Use. No waiver of any of these Terms will be deemed a further or continuing waiver of such Term or any other Term.

14. ARBITRATION

To the extent permitted by applicable law, unless Company agrees otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the Services, the Web site, the Program, the App, these Terms of Use or the Privacy Policy, will be determined by final and binding arbitration to the exclusion of the courts. Where applicable, arbitration will be conducted in the province of Ontario, on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in the province of Ontario on the date of the notice. The foregoing does not, however, preclude Company from seeking injunctive relief in other jurisdictions when necessary to protect its interests. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, You waive any right to a jury trial.

15. TERM AND TERMINATION

These Terms of Use shall exist and continue to bind Us as long as You have access to the Web site or the App, or until Company terminates these Terms of Use. Company may terminate these Terms of Use for any reason without notice within its sole discretion. Any such termination by Company shall be in addition to and without prejudice to such rights and remedies as may be available to Company, including injunction and other equitable remedies.

The rights, obligations, and restrictions provided in Sections 6, 9, 10-12, 14 and 15 under this Agreement shall survive the termination of this Agreement and shall remain in full force for a period of three years after the termination or expiration of this Agreement.

16. GOVERNING LAW AND ATTORNMENT

These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. For the purpose of all legal proceedings these Terms of Use shall be accepted and shall be deemed to have been performed in the Province of Ontario. The parties agree to attorn and submit to the exclusive jurisdiction of the Courts of the Province of Ontario.

17. Severability

Any provision of these Terms of Use that is held to be prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of these Terms of Use, all without affecting the remaining provisions of these Terms of Use or affecting the validity or enforceability of such provision in any other jurisdiction.

18. HEADINGS

The headings used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms of Use.

19. Notices

Every notice that Company is required or permitted to be given or made under these Terms of Use to You shall be made to the email address in Your then current account profile. Every notice that You are required or permitted to be given or made under these Terms of Use to Company shall be made to admin@keymotivator.com. You can contact Company by mail at 100 West Beaver Creek Rd., Unit 3, Richmond Hill, ON L4B 1H4.

Last modified: November 3, 2016

© 2016 Daily Motivation Inc.