TERMS & CONDITIONS

9081364 Canada Inc DBA “Elev8.dance” (“Elev8”, “we”, “us”, and terms of similar meaning)

provides the Services (as defined below) to you, whether you are accessing the Services on behalf

of your company, or as an individual user (“You” or “Your”, and terms of similar meaning),

subject to these terms and conditions (these “Terms”). The Services consist of a cloud-based dance

studio scheduling software platform that enables users to book dance lessons, manage instructor

availability, schedule classes, and perform related studio management functions.

Please read these Terms carefully before using the Services. By accessing or using the Services,

You agree to be legally bound by these Terms, the applicable Order Forms, and all terms, policies

and guidelines incorporated by reference in these Terms. If You do not agree with these Terms in

their entirety, You may not use the Services. The Services are not intended to be used by children.

You must be at least of the age of majority in Your jurisdiction of residence to use the Services or

otherwise have parental consent to use these Services.

1.

(a)

INTERPRETATION

Definitions

In these Terms, the following terms shall have the respective meanings indicated below:

“Authentication ID” means a security mechanism by which an Authorized User identifies

herself or himself to the Elev8 System and gains access thereto, which security mechanism

may include user identification, passwords, digital certificates or any other similar process

mechanism for authentication and recognition as determined by Elev8 from time to time.

“Authorized User” means a permitted user who is authorized to access and use the

Services.

“Business Day” means any calendar day except for Saturday or Sunday or any statutory

holiday observed in the Province of Saskatchewan.

“Claim” has the meaning ascribed to it in Section 12(a).

“Confidential Information” means the Software, Elev8 System, Your Data and all ideas,

designs, business models, databases, drawings, documents, diagrams, formulas, test data,

marketing, financial or personnel data, sales information, or any other information already

furnished and to be furnished or made available by one Party to the other, whether in oral,

written, graphic or electronic form including any such information exchanged during

informational sessions designated as confidential, including, without limitation,

information concerning a Party’s actual and potential customers and other Intellectual

Property Rights of such Party, provided, however, that Confidential Information shall not

include any data or information: (i) that, at the time of disclosure, is in or, after disclosure,

becomes part of the public domain, through no act or failure on the part of the receiving

Party, whether through breach of these Terms or otherwise; (ii) that, prior to disclosure by

the disclosing Party, was already in the possession of the receiving Party, as evidenced by

written records kept by the receiving Party in the ordinary course of its business, or as

evidenced by proof of actual prior use by the receiving Party; (iii) independently developed

by the receiving Party, by persons having no direct or indirect access to the disclosing

Party’s Confidential Information provided that the receiving Party provides clear and

convincing evidence of such independent development; (iv) which, subsequent to

disclosure, is obtained from a third person: (A) who is lawfully in possession of such

information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to

either Party, as applicable, with respect to such information; and (C) who does not prohibit

either Party from disclosing such information to others; or (v) is further disclosed with the

prior written consent of the disclosing Party, but only to the extent of such consent.

“Fees” means the charges to be paid by You to Elev8 for the performance of the Services,

as set out in the Order Form.

“Governmental Authority” means any domestic, foreign or supranational government,

whether federal, provincial, state, territorial or municipal; and any governmental agency,

ministry, department, tribunal, commission, bureau, board or other instrumentality,

including international institutions, exercising or purporting to exercise legislative,

judicial, regulatory or administrative functions of, or pertaining to, government.

“Intellectual Property” means any property, tangible or intangible, that may be subject

to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms,

concepts, techniques, processes, procedures, approaches, methodologies, plans, systems,

research,

information, documentation, data, data compilations, specifications,

requirements, designs, diagrams, programs, inventions, technologies, software (including

its source materials), tools, products knowledge, know-how, including without limitation,

trade secrets, and other materials or things.

“Intellectual Property Rights” means (a) any and all proprietary rights anywhere in the

world provided under (i) patent law; (ii) copyright law, including moral rights; (iii)

trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask

work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or

common law principle applicable to these Terms which may provide a right in either (A)

Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and

all applications, registrations, licenses, sub-licenses, franchises, agreements or any other

evidence of a right in any of the foregoing.

“Licensed Materials” means collectively the Elev8 System and the User Documentation.

“Network Aggregator Provider” means a third party service provider that offers

connectivity services to securely link separate networks.

“Objectionable Content” means content that infringes any applicable laws, regulations

or third party rights, and content which is obscene, indecent, pornographic, seditious,

offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous,

misleading, deceptive or in breach of any person’s Intellectual Property Rights.

“Order Form” means the Elev8 Order Form document by which You may place orders

for the Services under the terms of these Terms, including any statements of work and/or

schedules attached to such Order Forms. Each Order form shall include a description of

the Software, the Software license term, number of Authorized Users, Fees, payment and

invoicing terms, as well as any applicable additional terms and conditions. Each Order

Form executed by the Parties is hereby incorporated to these Terms by this reference.

“Party” means either Elev8 or You; and “Parties” means both Elev8 and You.

“person” means any individual, estate, sole proprietorship, firm, partnership,

unincorporated association, unincorporated syndicate, unincorporated organization,

limited liability company, corporation, body corporate, trustee, trust, Governmental

Authority or other entity or organization and includes any successor to any of the foregoing.

“Personal Information” means any information that can be used to identify You and may

include Your name, email address, postal code or other physical address, gender, marital

status, occupation, and, as applicable, other information required to make the Services

available to You or to process an online inquiry, interaction or transaction that You have

requested or initiated.

“Point of Access” means Elev8’s, or its subcontractor’s, border router, which is used to

establish connectivity from the Elev8 System to Elev8’s, or its subcontractor’s, Internet

provider, or the public Internet.

“Services” means collectively the dance studio scheduling software services to be

provided by Elev8 to You, including lesson booking, class scheduling, instructor

availability management, studio calendar administration, and related functionality, as

further described and set out in these Terms and the applicable Order Form.

“Software” means the Elev8 dance studio scheduling solution, including all scheduling

engines, booking tools, calendar integrations, and related components, as described in the

applicable Order Form.

“Term” has the meaning ascribed to it in Section 7.

“User Documentation” means the online documents, user manuals and guides with

respect to the operation, use and functions of the Software, which are available on Elev8’s

website.

“Virus” means a piece of code usually (but not necessarily) disguised as something else

that causes some unexpected and, for the victim, usually undesirable, event and which is

designed so that it may automatically spread to other computer users; the term ‘Virus’ will

also be deemed to include worms, cancelbots, trojan horses, harmful contaminants

(whether self-replicating or not) and nuisance causing or otherwise harmful applets.

“Elev8 Server” means that computer server located at Elev8’s premises, or a third-party

provider of hosting and/or network services, that houses the Software.

“Elev8 System” means the Software, Elev8 Server and such devices and peripherals

physically located with the Elev8 Server, including all computer hardware, software,

network elements, and electrical and telecommunications infrastructure located behind the

Point of Access.

“Your Data” means any data, files, documentation or other information that You or any

Authorized Users may exchange with each other or upload to the Elev8 System when using

the Services, including Personal Information.

2.

3.

SERVICES GENERALLY

Subject to the terms and conditions contained in these Terms and payment of the Fees by

You to Elev8, Elev8 shall perform the Services as set out herein to You in accordance with

the terms hereof.

ELEV8 SYSTEM

(a)

Provision and Access to Elev8 System: The Services will require access and use of the

Elev8 System. Elev8 shall operate and maintain the Elev8 System in accordance with the

terms of these Terms. Access to the Elev8 System may be through a secure connection

with the public Internet or through the use of a Network Aggregator Provider. You

acknowledge and agree that Elev8 is not responsible or liable for the Network Aggregator

Provider’s network or its operation or the Network Aggregator Provider’s network’s failure

(b)

(c)

(d)

(e)

4.

(a)

to deliver communication to and from the Elev8 System on a timely basis.

Maintenance: From time to time, it will be necessary for Elev8 to perform maintenance on

the Elev8 System. Such maintenance includes routine maintenance to ensure the continued

provision of the Services through the continued operation of the Elev8 System or

upgrading, updating or enhancing the Elev8 System. Elev8 shall use its commercially

reasonable efforts to perform such maintenance at such times to minimize the impact of

any downtime of the Elev8 System to You. To the extent Elev8 is able, Elev8 shall notify

You in advance of any scheduled maintenance by posting a message on the Website or by

sending an email to Your designated representative, if applicable, of the scheduled

maintenance time and the anticipated duration of such maintenance.

Changes: Elev8 may, at any time, with or without notice to You: (i) make changes that are

necessary to comply with applicable safety, security or other statutory requirements or

orders from applicable Governmental Authorities; (ii) supplement or make changes to its

User Documentation and to its rules of operations, access procedures, security and privacy

procedures and policies; (iii) change the components, type and location of the Elev8

System; (iv) modify, update, or discontinue any feature or functionality of the Software,

including scheduling algorithms, booking workflows, and integration capabilities; and (v)

implement changes to improve system performance, security, or user experience, in each

case without prior notice and without liability to You.

Authentication IDs: You shall control and maintain the security of all Authorized Users.

You shall be solely responsible for all instructions, commitments and other actions or

communications taken under any Authentication IDs. You shall promptly report to Elev8

any errors or irregularities in the Services or the Elev8 System or any unauthorized use of

any part thereof and inform Elev8 immediately if any Authentication ID becomes known

to any third person who is not authorized to possess such password. You hereby indemnify

and hold harmless Elev8 from any actions, claims, suits, proceeding or damages made

against Elev8 from a third person as a result of any use of the Authentication IDs, whether

or not such use is authorized by You.

Your Data: You acknowledge and agree that Elev8: (i) will not be responsible for the

accuracy, completeness or adequacy of Your Data or the results generated from Your Data

uploaded to the Elev8 System and processed by the Software; (ii) has no control over Your

Data or the results therefrom; (iii) does not purport to monitor Your Data; and (iv) shall

not be responsible to back up or maintain any back up of Your Data or portion thereof.

USE OF SERVICES

Grant by Elev8: Subject to the terms and conditions of these Terms commencing as of the

effective date in the applicable Order Form and for the duration of the Term, Elev8 hereby

grants to You a non-exclusive, non-transferable, revocable right, for Your internal business

purposes and for that number of permitted Authorized Users as set out in the applicable

Order Form, or as agreed to from time to time to access the Elev8 System in accordance

with the security protocols as set out herein for the purpose of: (i) using the Software; (ii)

viewing and displaying the User Documentation; and (iii) uploading, processing, viewing,

displaying, using and downloading Your Data to and from the Elev8 System. For certainty,

Elev8’s license granted to You herein shall be limited in the amount of data storage and

bandwidth made available to You depending on the type of Software identified in the

applicable Order Form.

(b)

(c)

(d)

5.

(a)

Restrictions on Use: Any rights not granted herein are strictly reserved by Elev8. You shall

not: (i) permit any third person to use the Licensed Materials; (ii) re-license or sublicense,

lease, loan or otherwise distribute the Licensed Materials to any third person; (iii) process

or permit to be processed the data of any other person; or (iv) use the Licensed Materials

or the Services in the operation of a service bureau. You shall not, and shall not permit

others to, reverse engineer, decompile, disassemble or translate any software used by Elev8

to deliver the Services, including the Software, or otherwise attempt to view, display or

print such software, including the Software’s, source code.

Authorized Users: Only Authorized Users may use the Services or the Software and only

in such numbers as set out in the applicable Order Form. You shall ensure that all

Authorized Users are aware of the provisions of these Terms, including their obligation to

comply with the provisions contained herein as it relates to their use of the Services and

the Software. You shall be responsible and liable for the actions and omissions of each

Authorized User and their compliance of the provisions herein.

Audit and Unauthorized Use: Elev8 reserves the right to monitor and audit You and the

Authorized Users’ usage of the Services for the purpose of (among others) ensuring

compliance with the terms of these Terms. Any such audit may be carried out by Elev8 or

a third party authorised by Elev8, at Elev8’s expense. If any such audit reveals that any

Authentication ID has been provided to a person who is not an Authorized User, or access

to the Elev8 System was otherwise granted to a person who is not an Authorized User, or

the number of Authentication IDs granted by You exceeds the number of Authorized Users

set out in the Order Form, You shall, without delay, disable any such passwords and notify

Elev8 immediately. In case of unauthorized use of the Services and Software, whether by

You, an Authorized User or another person, Elev8 reserves the right to deny access to the

Services, the Elev8 System and/or the Software to You or such Authorized User, or other

person, by blocking without prior notification the IP address(es) used to access the Elev8

System and/or Software by such Authorized User, or other person.

YOUR OBLIGATIONS

License to Elev8: You hereby grant to Elev8 the right to use, access, copy, store and display

Your usage data and those of the Authorized Users. You grant to us a nonexclusive,

worldwide, royalty-free, irrevocable, fully paid-up, transferable and sublicensable right

and license to access, collect, store, process, transmit and use Customer Data to provide

the Services and for other purposes in connection with our business as set out in this Section

5. We may collect and Customer Data and other information relating to the provision, use

and performance of the Services and related systems and technologies (including

information concerning Customer Data and data derived therefrom), and during and after

the Term of this Agreement, we may: (i) use such data and information to improve and

enhance the Services and for other development, diagnostic and corrective purposes in

connection with the Services and our other offerings; (ii) disclose such data and produce

data, information or other materials solely in aggregated or other de-identified form in

connection with our business; and (iii) use aggregated and anonymized scheduling data,

booking patterns, usage statistics, and studio performance metrics to develop, improve,

train, benchmark, and market the Services and Elev8’s other products and services. For

certainty, Elev8 shall own all right, title and interest in and to any aggregated or

anonymized data derived from Customer Data, and such data shall not constitute Your Data

or Confidential Information.

(b)

(c)

Your Responsibilities: In addition to Your other obligations contained in these Terms, You

shall: (i) be responsible for procuring, installing, operating, supporting and maintaining

Your systems, including computer hardware and software, including browsers, necessary

for You to access the Services (the minimum requirements of which are as stipulated on

the applicable Order Form); (ii) be responsible for procuring and maintaining

communication services, including high speed Internet connections between Your systems

and the Elev8 System; (iii) assign, record and control the issuance and use of all

Authentication IDs; (iv) be responsible for the accuracy, completeness and adequacy of

Your Data; for the management, manipulation and processing of Your Data; and the back

up and maintenance of Your Data; (v) obtain and maintain the required consents from each

Authorized User that their usage data will be collected and used by Elev8 in accordance

with the rights granted by You to Elev8 herein; (vi) ensure use of the Services and Elev8

System, by Yourself and the Authorized Users in accordance with the terms of these Terms

and the User Documentation; and (vii) comply, at all times, with all applicable legal and

regulatory requirements and with Elev8’s conduct and security policies in respect of the

use of the Services and the Software.; (viii) ensure the accuracy and completeness of all

scheduling information entered into the Software, including but not limited to studio

availability, instructor schedules, class times, capacity limits, and booking restrictions; (ix)

promptly update the Software to reflect any changes to studio operations, instructor

availability, or class cancellations; and (x) be solely responsible for any consequences

arising from inaccurate or incomplete scheduling information, including overbooking,

double-booking, or scheduling conflicts.

Prohibited Activities: You shall not: (i) use the Services for improper or unlawful purposes;

(ii) include, or knowingly allow others to include, any Objectionable Content or introduce

Viruses to the Elev8 System and shall institute such security procedures and safeguards as

You deem necessary to prevent the posting, uploading or inclusion of any Objectionable

Content or Viruses to the Elev8 System; (iii) intercept or attempt to intercept any messages

transmitted to and from the Elev8 System that are not intended for You or any Authorized

Users; (iv) take any action that imposes an unreasonable or disproportionately large load

on the Elev8 System; (v) use the Services or the Software to develop any derivative works

or any functionally compatible or competitive software; (vi) copy or download the

Software or any other software used by Elev8 to provide the Services and which is

contained within the Elev8 System; or (vii) remove any copyright or other proprietary

rights notice on the Software or the User Documentation or any copies thereof.

(d)

Viruses: If Elev8, in its absolute discretion, forms the view that Your Data or any other

information or files uploaded by You or any Authorized Users contains or includes a Virus,

Elev8 may remove Your Data, information or file from the Elev8 System and take such

other action as Elev8 deems necessary to protect the integrity and operation of the Services,

Elev8 System and the Software. Any costs associated with such removal may be charged

by Elev8 to You. Elev8 shall notify You of its actions under this Section 5(d) as soon as

reasonably possible.

6.

(a)

(b)

(c)

7.

8.

(a)

FEES AND PAYMENT

Fees: Fees, payment terms and invoicing are as set out in the applicable Order Form. The

Fees do not include applicable taxes. Elev8 shall invoice the Fees and applicable taxes in

accordance with the provisions set out in the applicable Order Form. You agree to pay the

Fees and applicable taxes in accordance with the payment terms as set out in the applicable

Order Form.

Taxes: You shall pay any and all taxes, however designated or incurred, which are paid or

payable as a result of or otherwise in connection with the transactions contemplated in

these Terms including, without limitation, federal, provincial and local, excise, sales, use,

goods and services, harmonized, value added and any taxes or other amounts in lieu

thereof, except for any taxes based on Elev8’s net income.

Interest on Late Payments: Where You fail to pay any amount in accordance with the

payment terms set out in the applicable Order Form, Elev8 shall have the right, in addition

to any other rights or remedies available to it, to charge, and You shall pay, interest on such

overdue amounts at the rate of one and a half percent (1.5%) per month calculated daily,

compounded monthly (nineteen and fifty-six hundredths percent (19.56%) per annum)

both before and after any court judgement in respect of the same from the date such

payment was due.

TERM

The term of these Terms and the rights and obligations of the Parties hereto shall commence

as of the effective date on the applicable Order Form and shall continue for the initial

subscription period set out in the Order Form (the “Initial Term”). Upon expiration of the

Initial Term, these Terms shall automatically renew for successive periods of equal

duration (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless

either Party provides written notice of non-renewal at least thirty (30) days prior to the

expiration of the then-current term. Elev8 may increase the Fees applicable to any Renewal

Term by providing You with written notice of such increase at least thirty (30) days prior

to the commencement of the applicable Renewal Term; Your continued use of the Services

following commencement of the Renewal Term shall constitute acceptance of the revised

Fees.

SUSPENSION AND TERMINATION

Suspension of Services: In the event that You do not pay the Fees or any portion thereof,

when due, Elev8 may immediately suspend Your and/or each of the Authorized User’s

right to receive the Services and access and use of the Software. In addition, Elev8 may

suspend Your access to the Services, in whole or in part, immediately and without prior

notice if Elev8 reasonably determines that: (i) Your use of the Services poses a security

risk to the Elev8 System or any third party; (ii) Your use of the Services may adversely

impact the Services, the Elev8 System, or other users; (iii) You are using the Services in a

manner that may subject Elev8 to liability; or (iv) You are in breach of any provision of

these Terms. Elev8 shall have no liability for any damage, loss, or expense arising from

any suspension of the Services under this Section 8(a).

(b)

(c)

(d)

Your Right to Terminate: Subject to Sections 8(f) and 8(g), You may terminate these Terms

and the rights granted hereunder without prejudice to enforcement of any other legal right

or remedy, immediately upon giving written notice of such termination if Elev8: (i)

breaches any material provision of these Terms and such breach continues for a period of

thirty (30) Business Days after delivery of a written notice by You requiring Elev8 to

correct such failure; or (ii) becomes or is adjudicated insolvent or bankrupt, admits in

writing its inability to pay its debts as they mature, or makes an assignment for the benefit

of creditors; or Elev8 applies for or consents to the appointment of any receiver, trustee or

similar officer for it or for all or any substantial part of its property; or such receiver, trustee

or similar officer is appointed without the consent of Elev8; or Elev8 institutes any

bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt,

dissolution, liquidation or similar proceeding relating to it under the laws of any

jurisdiction, or any such proceeding is instituted against Elev8 and is not dismissed within

sixty (60) Business Days; or any judgment, writ, warrant or attachment or execution of

similar process is issued or levied against a substantial part of Elev8’s property and remains

unsatisfied for sixty (60) Business Days.

Elev8’s Right to Terminate: Subject to Sections 8(f) and 8(g), Elev8 may terminate these

Terms and the rights granted hereunder without prejudice to enforcement of any other legal

right or remedy, immediately upon giving written notice of such termination if You: (i) fail

to pay in full any sum owing by You under these Terms by the due date thereof and such

failure continues for a period of ten (10) Business Days after delivery of a written notice

by Elev8 requiring You to correct such failure; (ii) infringe the Intellectual Property Rights

of Elev8; (iii) breach any other provision of these Terms and such breach continues for a

period of ten (10) Business Days after delivery of a written notice by Elev8 requiring You

to correct such failure; or (iv) become or are adjudicated insolvent or bankrupt, admit in

writing Your inability to pay Your debts as they mature, or make an assignment for the

benefit of creditors; or You apply for or consent to the appointment of any receiver, trustee

or similar officer for You or for all or any substantial part of Your property; or such

receiver, trustee or similar officer is appointed without Your consent; or You institute any

bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt,

dissolution, liquidation or similar proceeding relating to You under the laws of any

jurisdiction, or any such proceeding is instituted against You and is not dismissed within

sixty (60) Business Days; or any judgment, writ, warrant or attachment or execution of

similar process is issued or levied against a substantial part of Your property and remains

unsatisfied for sixty (60) Business Days.

Termination for Convenience: Elev8 may, upon not less than thirty (30) days’ prior written

notice to You, terminate these Terms for convenience. For certainty, Elev8 shall have no

liability to You arising from or in connection with any termination for convenience under

this Section 8(d).

(e)

Waiver: The waiver by either Party of a breach or default of any provision of these Terms

by the other Party shall not be effective unless in writing and shall not be construed as a

waiver of any succeeding breach of the same or of any other provision. Nor shall any delay

or omission on the part of either Party to exercise or avail itself of any right, power or

privilege by such Party shall constitute a waiver.

(f)

(g)

9.

(a)

(b)

10.

(a)

Effect of Termination: Upon the termination of these Terms for any reason: (i) You shall

download any and all of Your Data contained on the Elev8 System and store Your Data on

Your systems; (ii) Elev8 shall terminate the applicable Software license, and invalidate any

Authentication IDs associated with You and any Authorized Users; (iii) You shall pay to

Elev8 the full amount of all Fees payable hereunder as of the date of termination, if any,

whether already invoiced or not (including any amounts due as late payment charges), and

any other monies owing to Elev8 hereunder; and (iv) each Party will return to the other

Party all Confidential Information of the other Party which is then in its possession or

control. You acknowledge and agree that if You fail to download Your Data from the Elev8

System in a timely manner, You may not have access to such information. It is Your

responsibility to download and obtain all Your Data prior to the expiration or termination

of these Terms. Elev8 shall have no responsibility, or any liability to You, for maintaining

or providing to You Your Data or any portion thereof after the termination or expiration of

these Terms.

Survival of Covenants: Notwithstanding the termination or expiration of these Terms for

any reason, the covenants set out in this Section 8(g) and in Sections 6(c), 8(f), 9, 10, 12,

13, 15 and those provisions set out in Section 1 as necessary to interpret the foregoing

provisions, of these Terms shall survive any such termination or expiration.

OWNERSHIP

Elev8’s Ownership: You acknowledge and agree that, as between You and Elev8, Elev8

owns all worldwide right, title and interest, including all Intellectual Property Rights, in

and to: (i) the Elev8 System; (ii) User Documentation; and (iii) any modifications,

enhancements, upgrades, updates or customization to the Software or User Documentation.

You do not acquire any rights, title or ownership interests of any kind whatsoever, express

or implied, in any of the foregoing other than the licenses granted herein.

Your Ownership: Elev8 acknowledges and agrees that all worldwide right, title and interest

including, all Intellectual Property Rights in and to Your Data shall be Your exclusive

property. Elev8 does not acquire any rights, title or ownership interest of any kind

whatsoever, express or implied, in any of Your Data, other than the rights granted in

Section 5(a) herein.

CONFIDENTIALITY

Obligation: Each Party acknowledges that all Confidential Information consists of

confidential and proprietary information of the disclosing Party. Each Party shall, and shall

cause its employees, agents and contractors to hold Confidential Information of the other

Party in confidence, and shall use the same degree of care by instruction, agreement or

otherwise, to maintain the confidentiality of the other Party’s Confidential Information that

it uses to maintain the confidentiality of its own Confidential Information, but with at least

a reasonable degree of care commensurate with the nature and importance of such

Confidential Information. Each Party agrees not to make use of Confidential Information

other than for the exercise of rights or the performance of obligations under these Terms,

and not to release, disclose, communicate it or make it available to any third person other

than employees, agents and contractors of the Party who reasonably need to know it in

connection with the exercise of rights or the performance of obligations under these Terms.

For certainty, Confidential Information also includes Personal Information.

(b)

(c)

11.

(a)

(b)

Subpoena: In the event that any Party receives a request to disclose all or any part of the

Confidential Information under the terms of a valid and effective subpoena or order issued

by a court of competent jurisdiction or by a Governmental Authority, such Party agrees to:

(i) immediately notify the other Party of the existence, terms and circumstances

surrounding such a request; (ii) consult with the other Party on the advisability of taking

legally available steps to resist or narrow such request; and (iii) if disclosure of such

Confidential Information is required, exercise its commercially reasonable efforts to obtain

an order or other reliable assurance that confidential treatment will be accorded to such

portion of the disclosed Confidential Information which the other Party so designates.

Injunctive Relief: Each Party acknowledges and agrees that any unauthorized use or

disclosure by it of any of the other Party’s Confidential Information, in whole or part, will

cause irreparable damage to the disclosing Party, that monetary damages would be an

inadequate remedy and that the amount of such damages would be extremely difficult to

measure. The receiving Party agrees that the disclosing Party shall be entitled to seek

temporary and permanent injunctive relief to restrain the receiving Party from any

unauthorized disclosure or use. Nothing in these Terms shall be construed as preventing

the disclosing Party from pursuing any and all remedies available to it for a breach or

threatened breach of a covenant made in this Section 10, including the recovery of

monetary damages from the receiving Party.

REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Your Representations: You represent that: (i) You have full power and authority to enter

into these Terms and to perform each and every covenant and agreement herein contained;

(ii) these Terms have been duly authorized, executed and delivered by You and constitute

a valid, binding and legally enforceable agreement; (iii) the execution and delivery of these

Terms, and the performance of the covenants and agreements herein contained, are not, in

any manner or to any extent, limited or restricted by, and are not in conflict with, any

commercial arrangements, obligations, contract, agreement or instrument to which You are

either bound or subject; and (iv) the execution and delivery of these Terms and the

performance of Your covenants and agreements herein contained shall comply in all

respects with all laws and regulations to which You or Your company, if applicable, is

subject.

Exclusion of Other Warranties: THE ELEV8 SYSTEM AND SERVICES ARE

PROVIDED STRICTLY ON AN “AS IS, WHERE IS” AND “AS AVAILABLE” BASIS.

EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS, THERE ARE

NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS IN RELATION TO

THE SERVICE, THE ELEV8 SYSTEM OR USER DOCUMENTATION THAT ARE

THE SUBJECT MATTER OF THESE TERMS, INCLUDING IMPLIED WARRANTIES

OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A

PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THAT THE SERVICES,

ELEV8 SYSTEM OR USER DOCUMENTATION WILL MEET YOUR OR THE

AUTHORIZED USERS’ NEEDS OR WILL BE AVAILABLE FOR USE AT ANY

PARTICULAR TIME WITHOUT INTERRUPTION OR WILL BE ERROR FREE.

ELEV8 MAKES NO WARRANTIES, GUARANTEES, CONDITIONS OR

REPRESENTATIONS THAT THE ELEV8 SYSTEM WILL BE AVAILABLE

WITHOUT ERRORS, OMISSIONS OR DEFECTS, OR THAT ERRORS, OMISSIONS

OR DEFECTS WILL BE CORRECTED, OR THAT THE ELEV8 SYSTEM AND THE

SERVER OR SERVERS ON WHICH IT IS HOSTED WILL BE SECURE, FREE OF

VIRUSES OR OTHER HARMFUL CONTENT. UNDER NO CIRCUMSTANCES WILL

ELEV8 BE LIABLE FOR THE RESULTS OF YOUR OR THE AUTHORIZED USERS’

USE OR MISUSE OF THE SERVICES, INCLUDING ANY USE CONTRARY TO

LAW. WITHOUT LIMITING THE FOREGOING, ELEV8 MAKES NO WARRANTY

OR REPRESENTATION REGARDING THE ACCURACY OF SCHEDULING

INFORMATION, THE AVAILABILITY OF BOOKING CONFIRMATIONS, THE

TIMELINESS OF SCHEDULING NOTIFICATIONS, THE PREVENTION OF

DOUBLE-BOOKINGS OR SCHEDULING CONFLICTS, OR THE CONTINUED

AVAILABILITY OF ANY PARTICULAR TIME SLOT, INSTRUCTOR, OR STUDIO

SPACE. YOU ACKNOWLEDGE THAT SCHEDULING IS DEPENDENT ON

MULTIPLE VARIABLES BEYOND ELEV8’S CONTROL AND ACCEPT ALL RISK

ASSOCIATED WITH RELIANCE ON THE SCHEDULING FUNCTIONALITY OF

THE SOFTWARE.

12.

(a)

(b)

INDEMNITIES

Intellectual Property Indemnity: Elev8 shall defend at its own expense any claim,

proceeding or suit (a “Claim”) brought against You or any Authorized Users to the extent

such Claim alleges that any of the Service, Software or User Documentation furnished

hereunder infringes any Canadian copyright, patent or registered trademark of a third

person, and will indemnify and pay all damages which by final judgment or settlement may

be assessed against You on account of such infringement, provided that: (i) Elev8 is given

prompt written notice of the Claim or of any allegations or circumstances known to You

which could result in a Claim; (ii) Elev8 is given all reasonable information and assistance

from You, at Elev8’s expense, which Elev8 may require to defend the Claim; (iii) Elev8 is

given sole control of the defence of the Claim, and all negotiations for the settlement or

compromise thereof; and (iv) the alleged infringement does not result from any non

permitted uses, alterations, modifications or enhancements carried out by You or on its

behalf by a third person. If such Claim has occurred, or in Elev8’s opinion is likely to occur,

Elev8 may, at its option and expense, either procure for You the right to continue using the

Service, Software or User Documentation or modify the same so that it becomes non

infringing without loss of functionality, or if none of the foregoing alternatives is

reasonably available and at Elev8’s discretion, discontinue the Services and use of the

Software and refund to You any pre-paid and unused portion of the Fees paid by You in

respect of Your use of the Services. The foregoing states the entire obligations of Elev8

with respect to any infringement of Intellectual Property Rights of any third person.

Your Indemnity: You shall defend, indemnify and hold harmless Elev8, its affiliates,

directors, officers, employees and agents, at its own expense, from and against any Claim

to the extent such Claim: (i) alleges, directly or indirectly, that Your Data infringes any

Intellectual Property Rights of a third person; (ii) alleges, directly or indirectly, that Your

Data contains any Objectionable Content; (iii) is in relation to You or the Authorized

Users’ use of the Services; (iv) relates to a breach by You of any representation or warranty

under these Terms; or (v) arises from Your gross negligence, wilful misconduct or fraud;

or (vi) arises from or relates to Your or the Authorized Users’ misuse of the scheduling

features of the Software, including without limitation claims arising from overbooking,

double-booking, no-shows, scheduling errors, failure to update availability, or any other

scheduling-related actions or omissions that adversely affect third parties, other users of

the Services, instructors, or students.

13.

14.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ELEV8 BE LIABLE FOR ANY DIRECT, INDIRECT,

CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN

IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES,

INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS

OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT

NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY

WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES,

INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR

RESULTING FROM: (I) YOUR RELIANCE ON THE SERVICES OR OTHER

INFORMATION OBTAINED FROM ELEV8 OR ACCESSIBLE VIA THE SERVICES,

OR (II) THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS,

INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES,

DELAYS IN OPERATION OR TRANSMISSION; OR (III) ANY FAILURE OF

PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD,

COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED

ACCESS TO ELEV8’S RECORDS, PROGRAMS OR SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO

EVENT SHALL ELEV8’S TOTAL AGGREGATE LIABILITY TO YOU UNDER OR

IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT

(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL

THEORY, EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO ELEV8 IN

THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT

GIVING RISE TO SUCH LIABILITY.

FORCE MAJEURE

Except for any obligation to make payments, any delay or failure of either Party to perform

its obligations under these Terms shall be excused if, and to the extent, that the delay or

failure is caused by an event or occurrence beyond the reasonable control of the Party and

without its fault or negligence, such as, by way of example and not by way of limitation,

acts of God, action by any Governmental Authority (whether valid or invalid), fires, flood,

wind storms, explosions, riots, natural disasters, wars, terrorist acts, sabotage, labour

problems (including lock-outs, strikes and slow downs, except for any labour problems of

the Party claiming a force majeure event), technology failures, third-party API or service

outages, internet or telecommunications disruptions, hosting provider failures,

cybersecurity incidents, power outages, or court order or injunction; provided that written

notice of delay (including anticipated duration of the delay) shall be given by the affected

Party to the other Party within ten (10) Business Days of the affected Party first becoming

aware of such event. If requested by the unaffected Party, the affected Party shall, within

ten (10) Business Days of the request, provide adequate assurances that the delay shall not

exceed ninety (90) Business Days. In the event that the force majeure event lasts for ninety

(90) Business Days or longer, either Party shall have the option to terminate these Terms

upon written notice to the other without liability.

15.

(a)

(b)

(c)

(d)

(e)

(f)

MISCELLANEOUS

Currency: Unless otherwise specified, all references to monetary amounts, including the

symbol “$”, are in respect of Canadian currency.

Entire Agreement: These Terms, together with any other documents to be delivered

pursuant hereto, constitutes the entire agreement between the Parties pertaining to the

subject matter hereof and supersedes all prior agreements, negotiations, discussions and

understandings, written or oral, between the Parties. Except as expressly provided in these

Terms, there are no representations, warranties, conditions other agreements or

acknowledgements, whether direct or collateral, express or implied, that form part of or

affect these Terms. The execution of these Terms has not been induced by, nor do either of

the Parties rely upon or regard as material, any representations, warranties, conditions,

other agreements or acknowledgements not expressly made in these Terms or in the other

documents to be delivered pursuant hereto.

Governing Law: These Terms shall be governed by, and construed and enforced in

accordance with, the laws in force in the Province of Saskatchewan (excluding any conflict

of laws rule or principle which might refer such construction to the laws of another

jurisdiction). The Parties hereto agree to submit to the jurisdiction of the courts of the

Province of Saskatchewan and waive any objection relating to improper venue or forum

non conveniens to the conduct of any proceeding in any such court.

Severability: In the event that any provision (or any portion of a provision) of these Terms

shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or

unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect

any other provision hereof and these Terms shall be construed as if such invalid, illegal or

unenforceable provision (or portion of a provision) had never been contained herein in

regards to that particular jurisdiction.

No Assignment: Neither these Terms nor any rights or obligations hereunder shall be

assignable by a Party without the prior written consent of the other Party.You may not

assign these Terms or any rights or obligations hereunder without the prior written consent

of Elev8. Elev8 may assign these Terms or any of its rights or obligations hereunder

without Your consent to any affiliate or in connection with a merger, acquisition, corporate

reorganization, or sale of all or substantially all of its assets.

Contact: If you have any questions about these Terms or Your use of the Services, please

e-mail us at info@elev8.dance.

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