Terms of Use Agreement

This is a legally binding contract (“Agreement”) between you (“User”) and Acrobatique Acrodance Inc., a corporation registered and existing under the laws of the Province of Alberta in Canada (“Acrobatique”) relating to or arising out of any of the products (“Products”) of Acrobatique used or consumed by User.

The Products of Acrobatique include, but are not limited to:

a) Acrobatique’s website being (www.acrobatique.ca);

b) All other websites owned by Acrobatique and any of Acrobatique’s subdomains;

c) Acrobatique Pro curriculum (whether in online medium or otherwise) and Acrobatique Online Programming, or whatever name called from time to time; and

d) Any and all other curriculums of Acrobatique (whether developed in whole or in part by Acrobatique, developed in whole or in party for Acrobatique, or licenced in whole or in part to Acrobatique, or any combination of some or all of these), including but not limited to teacher training programs, whether by online medium or otherwise.

This Agreement contains the entire terms and conditions under which User may use the Products of Acrobatique, and this Agreement contains the rights, responsibilities, duties, obligations and liabilities of User and Acrobatique to each other relating to User’s use of the Products of Acrobatique.

By using or continuing to use the Products of Acrobatique, including but not limited to any of its websites or curriculums, User is indicating acceptance to be bound by all the terms and conditions of this Agreement. By using any of the Products of Acrobatique in any manner, including visiting or browsing any website of Acrobatique, contributing content or information to any website of Acrobatique, and using any curriculum of Acrobatique (in whole or in part), User agrees to be bound by this Agreement.

User represents and warrants to Acrobatique that User is at least eighteen (18) years of age and of sound mind, and that this Agreement amounts to a valid contract enforceable against User. In the event that User is an artificial person or a non-natural legal entity, User represents and warrants that this Agreement is a valid contract enforceable against User.

Registration and Scope of Use

The Products of Acrobatique, including but not limited to all accompanying information, data and other contents provided by Acrobatique, may only be used as authorized by Acrobatique, and not otherwise. Acrobatique reserves the right to modify its Products from time to time without notice and at its sole discretion at any time. User agrees to use the Products of Acrobatique only to the extent authorized by Acrobatique, and undertakes to comply with any restrictions imposed by Acrobatique. User covenants and undertakes not to commercially exploit any of the Products of Acrobatique in a manner inconsistent with the access granted by Acrobatique to User. User agrees to use the Products of Acrobatique for lawful purpose only, and User hereby acknowledges that it is forbidden from using any of the Products of Acrobatique in furtherance of any unlawful or immoral purpose.

User undertakes and covenants to access the Products of Acrobatique by request only and as authorized by Acrobatique only. User undertakes and covenants not to access the Products of Acrobatique programmatically by macro or other automated means, and to view and use the Products of Acrobatique only to the extent and in the manner authorized by Acrobatique. User undertakes and covenants not to do (or attempt to do) any of the following (directly or indirectly): harvest, extract, intercept, record or otherwise collect any Products of Acrobatique through any technological means. User further undertakes and covenants not to do (or attempt to do) any of the following (directly or indirectly): decipher, decrypt, circumvent, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of any and all Products of Acrobatique.

Copyright and Intellectual Property Ownership

User acknowledges that all Products of Acrobatique, and all information, materials, and ideas whatsoever relating to or in connection with the Products of Acrobatique, and all current and future curriculums of Acrobatique, and all the contents of any website owned by Acrobatique, logos of Acrobatique, designs of Acrobatique, trademarks of Acrobatique, and any intellectual property of Acrobatique whatsoever and in any form (collectively “Acrobatique IP”), are proprietary to Acrobatique, and are protected under copyright, trademark and other intellectual property laws against exploitation by User. As against User and anyone claiming under User, Acrobatique shall be entitled without defence, to claim ownership of all intellectual property rights relating to Acrobatique IP.

User covenants and undertakes not to use any Acrobatique IP without the prior written consent of Acrobatique. User agrees and acknowledges that it has not and shall not, be construed to have acquired any ownership, title, right or interest of any kind in or to any Acrobatique IP.

Acrobatique May Make Rules or Vary Agreement

Acrobatique reserves the right, at its sole and absolute discretion, to make and vary rules that shall apply to the use of the Products of Acrobatique from time to time, and Acrobatique may in its sole and absolute discretion, also vary, modify or replace those rules from time to time, by posting the rules and any variation to the rules, on any website owned by Acrobatique, or by means of any other electronic notifications to User regarding such variation, including but not limited to notification by any electronic means. Any and all such notifications shall be effective, valid and binding on User (regardless of the form in which they were made, including but not limited to any form of electronic notifications or postings on any website owned by Acrobatique).

Acrobatique and User agree that Acrobatique may in its sole and absolute discretion, vary, modify or replace this Agreement from time to time, by posting any variation to this Agreement, on any website owned by Acrobatique, or by means of any other electronic notifications to User regarding such variation, including but not limited to notification by any electronic means. Any and all such notifications shall be effective, valid and binding on User (regardless of the form in which they were made, including but not limited to any form of electronic notifications or postings on any website owned by Acrobatique).

User acknowledges that it is the responsibility of User to check this Agreement (and any rules made by Acrobatique from time to time) periodically and often, for changes. User further acknowledges that User’s continued use of any of the Products of Acrobatique following any variation to this Agreement, any rules being made by Acrobatique, or any rules being varied by Acrobatique, constitutes acceptance of all such variations.

Registration, Suspension, Cancellation and Termination

Subject to the terms of this Agreement (and any variations thereto from time to time by Acrobatique) and any rules made by Acrobatique from time to time (and any variations thereto from time to time by Acrobatique), User may view and use any specified Products of Acrobatique for which access has been granted by Acrobatique, but only to the extent authorized by Acrobatique.

In respect of any online Products of Acrobatique or any Products of Acrobatique that is contained on a website, User shall be required to first create an account, which may consist of a unique user name and password. User undertakes and covenants to provide accurate, complete, and updated registration information. Failure of User to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account and revocation of User’s access (if any) to any and all Products of Acrobatique (without a refund to User). Acrobatique reserves the right in its sole and absolute discretion, to refuse registration, cancel registration, suspend registration, cancel access, suspend access, suspend this Agreement with User, or terminate this Agreement with User (or all of these). User covenants and undertakes to immediately notify Acrobatique of any unauthorized use of User’s account.


User acknowledges and agrees that Acrobatique shall not be responsible to User for any losses or anything whatsoever arising out of the unauthorized use of User’s account. User shall be responsible to Acrobatique for any and all uses of User’s account (whether authorized or otherwise).


Upon any breach by Use of this Agreement (as may be varied by Acrobatique from time to time) or any rules made by Acrobatique from time to time (as may be varied by Acrobatique from time to time), Acrobatique may in its sole and absolute discretion cancel, suspend, terminate any and all access of User to the Products of Acrobatique, and may also suspend or terminate this Agreement with User. Such cancellation, suspension, or termination, shall be without prejudice to, and shall be in addition to (without any limits whatsoever), any other claims and causes of action that Acrobatique may have against User, whether at law, in equity or based on contract. In the event of any cancellation, suspension or termination of this Agreement by Acrobatique owing to a breach or default on the part of User, Acrobatique shall not be obligated to refund any fees or amounts whatsoever paid received by Acrobatique from User, and User shall not be entitled to any refund whatsoever.


Notwithstanding anything to the contrary contained in this Agreement to the contrary, Acrobatique may suspend or terminate this Agreement, in whole or in part, for its convenience (without adducing any reason whatsoever) by notice of suspension or termination for convenience to User and such suspension termination shall be effective immediately unless if a different timeline is contained in the notification issued by Acrobatique. In the event of termination of this Agreement by Acrobatique for the convenience of Acrobatique, User shall only be entitled to a refund of any unused amount (prorated) already paid by User to Acrobatique for the year in which the suspension or termination for convenience occurs, to an absolute and aggregate maximum of 3 months, or $300 (whichever is less). Upon suspension or termination of this Agreement by Acrobatique for the convenience of Acrobatique, the refund of any unused amount already paid by User to Acrobatique in the year of suspension or termination, which said refund is capped at 3 months (prorated), or $300 (whichever is less), shall be the sole and exclusive remedy of User against Acrobatique, and shall be in lieu of any other remedies at law, in equity or in contract which User would otherwise have been entitled to. User hereby waives any and all other remedies and recourses that it otherwise would have been entitled to whether at law, in equity or under contract, in the event of a suspension or termination of this Agreement by Acrobatique for the convenience of Acrobatique.


The obligations, representations, warranties, assurances, undertakings, indemnities and covenants of User under this Agreement shall survive the termination or cancellation of this Agreement, subject only to applicable limitation periods imposed by applicable law.


Limitation of Liability in Favour of Acrobatique and No Consequential Damages Against Acrobatique

Notwithstanding anything to the contrary contained in this Agreement to the contrary, the total (aggregate) maximum liability of Acrobatique to User for anything whatsoever relating to any Products of Acrobatique, or in relation to arising out of this Agreement, is limited to $500. This limitation of the liability of Acrobatique to User is in favour of Acrobatique only, and is for the benefits of Acrobatique only, and shall apply notwithstanding how any particular claim, damage or loss was caused or occurred, and regardless of the legal theory or theories on which it is based, including but not limited to breach of contract, breach of any indemnities, breach of statutory duty, negligence, and negligent misrepresentation.


Notwithstanding anything to the contrary contained in this Agreement to the contrary, Acrobatique shall not be obligated to pay to User and shall not be liable to User, whether contractually, in tort or under any description or legal theory whatsoever, for: loss of revenue, loss of anticipated revenue, loss of profit, loss of anticipated profit, loss of production, loss of anticipated production, business interruption, loss of use, loss of anticipated use, loss of contract, loss of goodwill, loss of reputation, loss of business, loss of trade, loss of business opportunity, financing costs, increased expense or costs of operation, interest, loss of interest, increased interest costs, exemplary damages, punitive damages, special damages, indirect damages or losses, incidental damages or losses, consequential damages or losses, and any other damage or loss of a similar nature (each item in this paragraph is referred to as a “Consequential Damage”, and collectively as “Consequential Damages”). This exclusion of Consequential Damages is in favour of Acrobatique only and is for the benefits of Acrobatique only, and shall apply notwithstanding how any particular claim, damage or loss was caused or occurred, and regardless of the legal theory or theories on which it is based, including but not limited to breach of contract, breach of any indemnities, breach of statutory duty, negligence, and negligent misrepresentation.


Indemnity by User in Favour of Acrobatique

Notwithstanding anything to the contrary contained in this Agreement, User undertakes and covenants that User shall indemnify and hold harmless Acrobatique and all the officers, directors, employees, agents, representatives and affiliates of Acrobatique, from all claims, damages, liabilities, losses, suits, actions, other proceedings, costs and expenses (including legal fees and expenses on a solicitor-and-own-client full indemnity basis) arising out of or in the course of or by reason of the use by User (including but not limited to use by representatives, employees, teachers, and agents of User, and unauthorized use of User’s account by any person whatsoever) of any of the Products of Acrobatique, including but not limited to the following:

(a) bodily injury, sickness, disease or death, of any person whatsoever;

(b) damage to or loss of any property (real or personal);

(c) breach by User of any of its obligations, including a breach of any law;

(d) right of any person to (or claim to breach thereof) privacy, right to decency, right to be forgotten, right to dignity, goodwill, or reputation; and

(e) any third party claims against Acrobatique, its officers, directors, employees, agents, representatives and affiliates (or any of these) as a result of any actions, inactions, or omissions of User, relating to or arising from any matter, right or entitlement of any nature whatsoever, including but not limited to those referred to in the preceding paragraphs (a) to (d) above.

Acrobatique reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User covenants and undertakes that User shall assist and cooperate with Acrobatique in asserting any available defenses.


Currency

Unless a different currency is expressly specified, all currencies in this Agreement or in relation to any and all Products of Acrobatique, are in Canadian Dollars.


No Representations and No Warranties by Acrobatique

Acrobatique makes no representations and no warranties that any of its Products is fit, appropriate or adequate for any particular purpose, or available in any particular location. All statutory representations and all statutory warranties, of any nature whatsoever (whether implied or otherwise), shall not apply to any of the Products of Acrobatique, and same expressly excluded from this Agreement. Further, Acrobatique makes no representations and no warranties as to the availability or continued availability of any of its Products. User acknowledges and agrees that Acrobatique has made no representations and warranties, and User undertakes not to plead or attempt to please any representations or warranties (or both) on the part of Acrobatique in relation to any dispute or otherwise.

No Waiver by Acrobatique

No waiver by Acrobatique of any breach, default or condition in this Agreement shall be deemed to be a waiver of any other preceding or subsequent breach, default or condition.

Headings for Convenience Only

Any heading, caption or section title contained in this Agreement is inserted for convenience only, and does not affect the construction and interpretation of this Agreement.


Entire Agreement

This Agreement, together with any rules made by Acrobatique from time to time (as may be varied by Acrobatique from time to time), constitutes the entire agreement between User and Acrobatique relating to the subject matter of this Agreement and supersedes any and all prior or contemporaneous written or oral agreements.

Jurisdictional Issues

User undertakes and covenants that User shall use any and all Products of Acrobatique which User is authorized to use, in accordance with all laws, rules, regulations and decisions of the jurisdiction in which the use is being made. User shall give all notices, pay all taxes, duties and fees, and obtain all permits, licenses and approvals, as required by the laws in relation to the use of any and all of the Products of Acrobatique. Without limiting any other indemnities of User in this Agreement, User shall indemnify and hold Acrobatique harmless against and from the consequences of any failure to comply with any and all laws.

Without limiting the obligations of User under this Agreement, while using any Products of Acrobatique, User shall at all times take all reasonable precautions to maintain and protect the health and safety of all persons and individuals (whether participating persons and individuals or not) at the location and locations where any of the Products of Acrobatique is being used by User.

Notwithstanding anything to the contrary, this Agreement shall be governed by and construed in accordance with, the laws of the Province of Alberta in Canada, and the federal laws of Canada applicable therein without regard to any conflict of laws rules. User and Acrobatique irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta in Canada.

Number and Gender

Unless the context otherwise requires, words in this Agreement importing the singular include the plural and vice versa and words importing gender include all genders.

Severability

If any provision of this Agreement shall be determined to be illegal, invalid, or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.


Survival

This Agreement shall exist for the benefit of and be binding upon the parties and their respective successors, heirs, permitted assigns, executors, administrators and personal representatives. It is however agreed that this Agreement shall not be assignable (in whole or in part) by User without the prior written consent of Acrobatique. It is further agreed that Acrobatique may assign this Agreement by notice to User, and such assignment by Acrobatique shall not require the consent of User.

Risk Acknowledgment by User and Release

User acknowledges that every physical activity poses risks, dangers and hazards. User acknowledges and agrees that User (including but not limited to User’s employees, teachers, agents, and representatives, and any unauthorized use of any of Acrobatique’s Products by any person whatsoever through User’s account) uses any and all Products of Acrobatique at User’s own risk. The possible risks associated with the Products of Acrobatique include, but are not limited to the following: injuries resulting in muscular or soft tissue injuries including but not limited to sprains, strains, bruises, scrapes, cuts as well as other accidental injuries which may be fatal (all accidents can be fatal and life-threatening, and could result in death); injuries resulting from the failure to properly use equipment or follow instructions; risk of experiencing fatigue, dizziness, fainting, etc. as well as the potential risk of further injury as a result of any one or more of the above factors (or any other factors).

The above list is not exhaustive of all possible risks associated with any of the Products of Acrobatique, and in no way limits the extent or reach of User’s assumption of risk, release of liability in favour of Acrobatique, indemnifies in favour of Acrobatique, and other covenants, agreements, undertakings, and acknowledgements of User in favour of Acrobatique, as contained in this Agreement. Although the highest level of care and caution must be exercised, along with proper instructions and expertise, no amount of care, caution, instruction or expertise can completely eliminate the inherent risks and dangers associated with the Products of Acrobatique, or any other physical activity.

User (including but not limited to User’s teachers, employees, representatives, agents and students) in participating in or using any and all Products of Acrobatique, hereby releases, waives, and discharges Acrobatique (and all the officers, directors, employees, agents, representatives and affiliates of Acrobatique) from any and all liabilities, actions, causes of action, suits, debts, statutory obligations, sums of money, claims and demands of every nature and kind whatsoever, at law or in equity, which User (including but not limited to User’s teachers, employees, representatives, agents and students) ever had, now has, or may at any future time have against Acrobatique, arising out of or in any way connected with your participation in or use of any Products of Acrobatique, including claims that allege negligent acts or omissions of Acrobatique, or claims arising from any statute.

As a participant in or user of, any of the Products of Acrobatique (whether as a teacher, student or in any other capacity), User (including but not limited to User’s teachers, employees, representatives, agents and students) agrees (in addition to all other indemnities, warranties, representations, covenants, undertakings and acknowledgments contained in this Agreement) to indemnify and hold harmless Acrobatique (and all the officers, directors, employees, agents, representatives and affiliates of Acrobatique) from and against all claims, damages, liabilities, losses, suits, actions, other proceedings, costs and expenses (including legal fees and expenses on a solicitor-and-own-client full indemnity basis) whatsoever arising as a result of participating in or using any of the Products of Acrobatique. For the sake of greater certainty and without limitation, User (including but not limited to User’s teachers, employees, representatives, agents and students) agrees to pay for all costs, expenses and fees (including legal fees and expenses on a solicitor-and-own-client full indemnity basis) that are incurred as a result of any and all claims, damages, liabilities, losses, suits, actions, and other proceedings, made by, on behalf of, or on the basis of, User (including but not limited to User’s teachers, employees, representatives, agents and students) or that are otherwise related to or caused by any actions, inactions or omissions of User (including but not limited to User’s teachers, employees, representatives, agents and students).

As a participant in or user of, any of the Products of Acrobatique (whether as a teacher, student or in any other capacity), User (including but not limited to User’s teachers, employees, representatives, agents and students) gives up the right to sue or make any claim (including but not limited to third party claims or interpleader claims) against Acrobatique (whether directly or indirectly).

Subscription Rules and Policies

User acknowledges the following registration and subscription rules (which may be supplemented or varied, or both, by Acrobatique from time to time in the sole and absolute discretion of Acrobatique): The cancellation of any subscription by User must be submitted by emailing Acrobatique at registrations@acrobatique.ca (or such other email addresses as Acrobatique may nominate from time to time). No refund whatsoever shall be made to User for any cancellation, including but not limited to any cancellation submitted after the yearly auto-renew date of User’s subscription.


User is allowed (subject to restrictions contained in this Agreement, which may be varied from time to time) to advertise User’s use of Acrobatique’s Products and programming via the marketing tools included with User’s subscription and/or Acrobatique logo. However once User cancels its subscription (or following any termination, cancellation or suspension of this Agreement), User shall not continue to advertise User’s use of Acrobatique’s Products or programming by any means whatsoever, including but not limited to: User’s studio’s website, social media, and print me


User’s subscription may only be shared between teachers employed by User and at a single studio location only (multiple subscriptions shall be required for multiple locations), who will need to log in with a single account username and password. User remains responsible for any use of the Products of Acrobatique by any of User’s employees, teachers, agents, and representatives, and any unauthorized use of any of Acrobatique’s Products by any person whatsoever through User’s account. All video streaming content, lesson plans, and teacher’s tools included with each subscription are the property of Acrobatique, and are protected by intellectual property laws, and this is specifically acknowledged by User.