These BUSINESS MENTOR INSIDERS TERMS & CONDITIONS (hereinafter the “Terms”) govern your use of and participation in Business Mentor Insiders, as defined below, and your relationship with: Arrow Lead Limited, a corporation with address Flat/Rm 702 7/F Kowloon Building, 555 Nathan Road, KL Hong Kong, hereinafter referred to as “Business Mentor”. 

You acknowledge that by clicking a checkbox indicating your agreement with these Terms next to a hyperlink linking to these Terms, by affixing your electronic signature to these Terms using an electronic signature platform, e.g. www.docusign.com, or by making full or partial payment of the Fees, as defined below, you are agreeing to these Terms and that you are entering into a legally binding and enforceable contract with Business Mentor.

INSIDERS PROGRAM

You agree to be a participant in Business Mentors Insiders. As a participant in Business Mentor Insiders, you will be entitled to access Business Mentor Insiders, which includes:

1. Coursework: participants will have access to learning materials that focus on giving participants the knowledge to build and grow their own businesses, including information on sales techniques, generating business leads, and scaling delivery of services. The coursework portion of Business Mentor Insiders will be delivered through the participant’s self-directed access to the materials provided by Business Insiders, including through recorded video presentations and linked written materials. 
2. Group-work: participants will have the ability to participate in regular group calls with representatives of Business Mentor and with other participants in Business Mentor Insiders. These calls may conducted telephonically or through video conferencing means. Participants will have the ability to hear from other participants and representatives of Business Mentor about common challenges and solutions of business foundation and growth. It is expected that participants will engage actively during the group-work sessions.  
3. One-on-One Mentoring: participants will also be entitled to receive one-on-one mentoring from Business Mentor representatives on a regular basis as needed in accordance with Business Mentor’s discretion. Such one-on-one mentoring will allow participants to receive direct feedback and advice about their business foundation and growth.

(the foregoing being referred to in these Terms as “Business Mentor Insiders”). 

INSIDERS PROGRAM PARTICIPANT CONDUCT

I agree that during my participation in Business Mentor Insiders:

1. I will use my best efforts to share my business best practices when given the opportunity during Business Mentor Insiders, including with other participants in Business Mentor Insiders and with Business Mentor and its representatives; I acknowledge that while I will benefit from other participants in Business Mentor Insiders sharing their experiences, others will benefit from me sharing my experience; 
2. I will not use any recording device to record any aspect of Business Mentor Insiders, this includes both audio and visual recordings of Insiders Program Coursework and Group-work as well as making copies of materials made available to me through my participation in Business Mentor Insiders;
3. I will not sell or market anything to anyone in Business Mentor Insiders; 
4. The rights conferred to me under these Terms are personal to me and to me alone; I will not share my log-in credentials with anyone;
5. I will participate in Business Mentor Insiders, including all features and functionalities associated with it, in accordance with all applicable laws, rules and regulations; 
6. I will not archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorized in these Terms) content and information contained on or obtained from or through Business Mentor Insiders; 
7. I will not: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in Business Mentor Insiders; use any robot, spider, scraper or other automated means to access Business Mentor Insiders; nor decompile, reverse engineer or disassemble any software or other products or processes accessible through Business Mentor Insiders;
8. I will not, during the Initial Term or any Ongoing Term, as defined below, and for a period of twelve months thereafter, solicit, whether directly or indirectly, any employee or contractors of Business Mentor or other participant in Business Mentor Insiders. I acknowledge and agree that the provisions in this section are reasonable and necessary to protect the legitimate business interests of Business Mentor. I further acknowledge and agree that breach of this non-solicitation provision will result in irreparable harm to Business Mentor. Accordingly, I agree that in addition to any other remedies that Business Mentor would be entitled to, it shall be entitled to injunctive relief in the event of breach of this provision; and 
9. I will not, during the Initial Term or any Ongoing Term, as defined below, and for a period of twelve months thereafter, make, publish, or share any content, reviews, or information on any platform or medium which could be interpreted by an objective third-party acting reasonably as being derogatory, disparaging, or damaging to the reputation or image of Business Mentor, Business Mentor Insiders, or any participant in Business Mentor Insiders. I further acknowledge and agree that breach of this non-disparagement provision will result in irreparable harm to Business Mentor. Accordingly, I agree that in addition to any other remedies that Business Mentor would be entitled to, it shall be entitled to injunctive relief in the event of breach of this provision.

PROTECTION OF INSIDERS PROGRAM MATERIALS

You acknowledge that you will be given access to exclusive Insiders Program Materials that represent valuable intellectual property of Business Mentor and you further acknowledge that it is a proprietary right of Business Mentor to maintain the confidence of Business Mentor Insiders Materials, the disclosure of which would be highly detrimental to the interests of Business Mentor. Herein, “Insiders Program Materials” means any and all information, documentation and knowledge conveyed from Business Mentor to you as part of Business Mentor Insiders, whether or not such information, documentation, or knowledge is identified as proprietary or confidential, or which may be derived from Business Mentor Insiders Materials in any way as a consequence of your participation in Business Mentor Insiders, and includes without limitation, all materials conveyed through the Coursework, Group-work, and one-on-one mentoring include in the Business Mentor Insiders, as well as all materials shared with Business Mentor Insiders participants through private social media messaging including the Facebook group. Accordingly, you agree that you:

1. shall not use or copy, or permit the use or copy of any of Business Mentor Insiders Materials, directly or indirectly, for any purpose other than your participation in Business Mentor Insiders;
2. will maintain the absolute confidentiality of Business Mentor Insiders Materials and that you will not (without the prior written consent of Business Mentor) either individually, or in partnership or jointly, or in conjunction with any other person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of Business Mentor Insiders Materials;
3. will take all necessary action and will do all that is reasonably within your power to prevent the disclosure, release or supply of any of Business Mentor Insiders Materials to any person; and
4. will use reasonable skill and care to protect Business Mentor Insiders Materials from unauthorized disclosure, and in any event use the same standards as you employ to protect your own confidential information. 

You further acknowledge that your participation in Business Mentor Insiders may be documented, recorded, audio or video taped at the discretion of Business Mentor. Such recordings, which incorporate Insider Program Materials, shall become Insider Program Materials and are entitled to the same protections and restrictions described in the preceding paragraphs. You agree to waive all expectations of confidentiality in the material you share during your participation in Business Mentor Insiders. You grant to Business Mentor a non-exclusive, royalty free, sub-licensable, worldwide, and perpetual license to use all materials derived from my participation in Business Mentor Insiders for whatever purpose Business Mentor may decide in its sole discretion. Further, you hereby waive all moral rights in Canada (as defined in the Copyright Act of Canada) and worldwide wherever same may subsist, in the materials derived from your participation in Business Mentor Insiders. 

You acknowledge that the Insider Program Materials are provided ‘as-is’ and Business Mentor makes no representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the Insider Program Materials nor will Business Mentor have any liability to you or any of the other party or their representatives whatsoever resulting from the use of the Insider Program Materials. 

FEES AND PAYMENT

You agree that in exchange for your participation in the Insider Program you will pay to Business Mentor the Fees as defined in Schedule A: Fees. 

You acknowledge that, notwithstanding any installment payment plan detailing when the Fees are payable, that the total amount of the Initial Insider Program is due as of the date you gain access to the Insider Program. Without limiting the generality of the foregoing, your non-participation in or cancellation of your access to the Insider Program will not disentitle Business Mentor from the entire amount due. 

FEES MUST BE PAID IN FULL AND ON TIME. IT IS YOUR RESPONSIBILITY TO ENSURE THAT ALL FEES HAVE BEEN PAID IN FULL AND ON TIME.

BUSINESS MENTOR MAY SEND YOU REMINDERS THAT THE FEES ARE PAST DUE OR INCOMPLETE, HOWEVER BUSINESS MENTOR RESERVES THE RIGHT, IF PAYMENT OF FEES IN FULL HAS NOT BEEN MADE WITHIN 7 DAYS TO: (I) RESTRICT YOUR ACCESS TO ANY AND ALL ASPECTS OF BUSINESS MENTOR INSIDERS, AND (II) WITH RESPECT TO THE INITIAL INSIDER PROGRAM FEES (AS DETAILED IN SCHEDULE A: FEES),  TO ASSIGN YOUR DEBT TO A COLLECTION AGENCY WITHOUT NOTICE TO YOU. 

Notwithstanding the foregoing, Fees due and payable remaining outstanding shall be subject to an interest rate of one and a half percent (1.5%) compounded monthly (19.56% per annum). Interest shall be applied until such unpaid fees are paid in full. Further, to the extent that you provide to Business Mentor, or allow Business Mentor to use, any alternative payment methods during the Initial Term or the Ongoing Term, you hereby give Business Mentor, in its sole discretion, permission to use those such payment methods to collect any outstanding Fees during the Initial Term or the Ongoing Term. 

You acknowledge that, in certain jurisdictions, laws of general application may allow for refunds for services delivered online. To the maximum extent allowable by law, you waive your entitlement to such refunds. Without limiting the generality of the foregoing, you acknowledge that citizens of the European Union’s member nations are entitled to a right of withdrawal for distance contracts pursuant to Directive 2011/83/EU. In connection with that provision, you also acknowledge that given the format of Business Mentor Insiders, the service has been performed completely on the date you gain access to Business Mentor Insiders. Accordingly, such right of withdrawal is extinguished on the date you gain access to Business Mentor Insiders. 

TERM AND TERMINATION

Your participation in Business Mentor Insiders will be divided into two parts: the “Initial Term” which is defined as the first three months of your participation in Business Mentor Insiders, and the “Ongoing Term” which is defined as each month subsequent to the Initial Term.

You agree that you may terminate your participation in Business Mentor Insiders at any time following the Initial Term. Notwithstanding any termination, whether or not in accordance with these Terms, all amounts due for the Initial Insider Program pursuant to Schedule “A”: Fees shall remain due and payable. In the event you terminate your participation in Business Mentor Insiders during the Ongoing Term, the Fees for the month that you wish to terminate shall still be due and payable. 

Business Mentor may terminate your participation in Business Mentor Insiders at any time in the event you breach these Terms. In the event of termination for breach of these Terms, you shall be entitled to no refund for the Fees due pursuant to these Terms. In the event Business Mentor terminates your participation in Business Mentor Insiders for a reason other than your breach of these Terms, Business Mentor will refund you a pro-rated amount of the Fees due during the Initial Term or the Ongoing Term as applicable, 

DISCLAIMER

You acknowledge that the Business Mentor does not guarantee any particular outcome for you or your business. Permitting your participation in Business Mentor Insiders as detailed in, and in accordance with, these Terms is the sole obligation of Business Mentor to you. You further acknowledge that the success or failure of your business is your sole responsibility and that Business Mentor makes no representations or warranties about the fitness, profitability, or viability of your business by your admission into or by your participation in the Insider’s Program. 

LIMITATION OF LIABILITY AND INDEMNITIES

You hereby agree to defend, indemnify, and hold harmless Business Mentor and its directors, shareholders, officers, employees and agents from any third party claims, resulting or arising from: your participation in Business Mentor Insiders, your breach of these Terms, or any of your negligent acts or omissions. In the event Business Mentor is made party to any litigation commenced by or against you as a result an action based on a reason in the preceding sentence, you shall indemnify and save Business Mentor harmless against any losses, damages or claims whatsoever arising therefrom, and you shall pay all costs and expenses, including any reasonable legal fees, accounting and expert witness fees, costs of investigation and travel and living expenses incurred or paid by Business Mentor in connection with such litigation. 

In no event shall Business Mentor be liable to you for any indirect, loss of profit, incidental, consequential, special, indirect, punitive, or similar damages. Notwithstanding anything to the contrary elsewhere contained herein, the maximum aggregate liability of Business Mentor to you, regardless of the form of claim, shall be limited to the aggregate dollar amount that is due to Business Mentor from you during that calendar year.

DISPUTE RESOLUTION & LIQUIDATED DAMAGES

You agree with Business Mentor that any dispute or disagreement you have arising out of these Terms or from your participation in the Insider Program (a “Dispute”) will be resolved in accordance with this paragraph. In the event of a Dispute, you will notify Business Mentor of the Dispute and allow Business MEntor 5 business days to respond to the substance of the Dispute. If, after 15 business days following the notification of the Dispute, you and Business Mentor are unable to come an amicable solution to the Dispute, despite good faith efforts to resolve the Dispute, you and Business Mentor agree to cooperate to appoint a mutually agreeable third-party mediator or arbitrator to engage in a discussion together with you and Business Mentor with the goal of resolving the Dispute. If following this discussion with a third-party mediator or arbitrator, you or Business Mentor are unable to resolve the Dispute in a satisfactory way, only then may you seek redress of the Dispute by means that would otherwise be available to you, including but not limited to by seeking a refund from a third party payment system or by bringing an originating process in court.

You acknowledge that seeking redress of a Dispute, including by initiating a ‘charge-back’ with a third-party payment provider, including credit card companies and banking institutions, is a breach of your obligations pursuant to these Terms. You acknowledge that seeking redress as described in the preceding sentence may cause irreparable harm to Business Mentor and its ability to collect Fees from other participants in Business Mentor Insiders. You further agree that in the event that you initiate redress as described in the preceding sentences, you will promptly pay to Business Mentor FIVE THOUSAND U.S. DOLLARS ($ 5,000 USD) as liquidated damages in respect of such breach and without respect to the damages actually incurred by Business Mentor as a result of such breach.

GENERAL

You acknowledge that Business Mentor and Arrow Lead Limited, a corporation with address Flat/Rm 702 7/F Kowloon Building, 555 Nathan Road, KL Hong Kong, are related corporations. You further acknowledge that some of the obligations and entitlements of Business Mentor hereunder may be performed by or assigned to, Arrow Lead Limited, in Business Mentor’s sole and absolute discretion without notice to you. 

Except as otherwise provided herein, these Terms may not be amended or otherwise modified except in writing signed by both you and Business Mentor. These Terms shall be binding upon and enure to the benefit of you and Business Mentor and their respective successors and permitted assigns. 

The relationship between you and Business Mentor be that of an independent contractors. Nothing in these Terms shall constitutes a partnership or joint venture between the parties to these Terms.

The failure by either you or Business Mentor at any time to require performance by the other of any provision of these Terms shall in no way affect its right to require performance at any time thereafter, and no term or provision of these Terms is deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party to have so waived or consented. 

If any provision of these Terms shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of these Terms, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.

The Parties agree that the validity, operation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the Parties do expressly and irrevocably attorn to the jurisdiction of courts of Ontario with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement.

These Terms, to the extent signed and delivered by means of an electronic or digital transmission in portable document format or other image format or by Clickwrap Agreement, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto may raise the use of an electronic or digital transmission to so deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an electronic or digital transmission or was agreed to via a Clickwrap Agreement as a defense to the formation or enforceability of a contract and each party forever waives any such defense. For purposes of this section, “Clickwrap Agreement” means assent to an agreement evidenced by a user affirmatively clicking a box on a website agreeing to be legally bound by such agreement before such user is allowed to proceed (or any substantially similar mechanism to signal assent).

SCHEDULE A: FEES

The following amounts are the fees associated with Business Mentor Insiders (the “Fees”): 

Initial Insider Program Fees

The first three months of the Insider Program will be in exchange for either:

• a one-time payment of $6,475.00 USD payable on the first day of the Initial Term;

- OR -

• 17 payments of $432 USD, the first of which is payable on the first day of the Initial Term and each subsequent payment is payable every seven days thereafter via the payment link provided.

Ongoing Insider Program Fees

Each month following your completion of the Initial Insider Program will be in exchange for $197.00 USD per month.

You acknowledge that the above amounts are exclusive of applicable taxes and that such taxes will be due and payable in addition to, and on the same terms and conditions as, the above Fees. You further acknowledge that, depending on your home jurisdiction, the fees may be payable to Arrow Lead Limited.