Program and Services:

Client has chosen to enrol in LDLC Inc.’s Advanced Training in Nervous System Resilience: Level 1 or Level 1 & 2. 

Level 1 is 12 weeks in duration and Level 2 is 12 weeks in duration. Each Level is 12 weekly classes 1.5 hours in duration, plus 5-7 Q&A/Application calls. Option to participate in a small group (as available). Replays are made available after each session.

All sessions will be delivered by way of Zoom or equivalent online meeting software at LDLC Inc’s sole discretion. Clients will use Zoom links (or equivalent) provided in email. 

LDLC Inc. has permission to change delivery of services as needed.

Client is solely responsible for learning and implementation of material. 

 Confidentiality and Non-Disclosure

The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, personal information, business records, financial data, marketing strategies, inventions, client lists, social media account metrics, passwords, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client and LDLC Inc. each agree not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by applicable law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other and will remain bound by their duty of confidentiality to the other.

Privacy Policy

LDLC Inc. may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information,or other personal information (“Personal Information”). By providing any Personal Information to LDLC Inc., Client consents and grants LDLC Inc. permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as Zoom and Skype,, and third-party payment providers to be used by LDLC Inc. in order to deliver the Services. Client confirms LDLC Inc. is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.

Ownership and Use of Materials

Client acknowledges that all content and materials used and distributed in providing the Services, including but not limited to workbooks, resource lists, any content or resources on LDLC Inc.’s website, social media platforms and member portal (“Intellectual Property”) belongs exclusively to LDLC Inc., unless stated otherwise. By receiving any unique and original materials from LDLC Inc. (written and digital) as part of the Services, LDLC Inc. will grant a limited non-exclusive royalty-free license to Client for only their use, and for the Client’s use with their own clients, on the strict condition that written credit is given to LDLC Inc..  Client is strictly prohibited from reproducing any part of the video or audio materials or sharing them with others without LDLC Inc.’s explicit written permission to do so. Should Client wish to teach or resell the Intellectual Property, then additional fees will apply and LDLC Inc. must be notified immediately with permission sought in writing and applicable payment provided before the Intellectual Property is taught or resold by Client.  All of LDLC Inc.’s intellectual property, including copyrighted materials and trademarks, will remain the sole property of LDLC Inc..

 Recordings 

Client will not capture any of the LDLC Inc. sessions in any way, including but not limited to video recording, photography, voice recording or screen shots. 

Any recordings provided by LDLC Inc. will be for Client’s own use only and Client agrees they will not duplicate or share the recordings with any other person. 

Assumption of Risks

Client expressly assumes all risks related to the Services provided by LDLC Inc. and any related activities set out in this Agreement. 

 Medical Disclaimer

Client understands that LDLC Inc. is not qualified to diagnose or treat any physical, mental or emotional disorders, to provide health care, medical or nutrition therapy services, to diagnose, treat or cure any disease, condition or other physical or mental ailment.  Client understands that LDLC Inc. is not acting in the capacity of a doctor, licensed dietitian-nutritionist, psychologist or other licensed or registered professional, and that any advice given by LDLC Inc. is not meant to take the place of advice by qualified medical professionals. If Client is under the care of a health care professional or currently uses prescription medications, it is Client’s sole responsibility to discuss any dietary changes, fitness, exercise or lifestyle changes with their doctor, and Client should not discontinue any prescription medications without first consulting their doctor. Client expressly understands that any information received in relation to the Services and this Agreement should not be seen as medical advice and the Services are not meant to take the place of seeing licensed health professionals. This training and any LDLC Inc. services provided is also not considered any form of Speech Language Pathology therapy services.

Professional Disclaimer

Client understands and agrees that in using the Services, LDLC Inc. is not providing individual legal, tax, or accounting advice and any information provided is for general information and educational purposes only. 

 No Warranty

Client acknowledges LDLC Inc. makes no warranty that the Services will lead to any specific Client goal, financial success or particular results and LDLC Inc. makes no promise that each Client will experience the same or similar results as other clients who have engaged LDLC Inc. for similar services. Client acknowledges that the Services and materials provided are provided without any express or implied warranties of any kind. 

No Earnings Guarantee

Client acknowledges LDLC Inc. makes no warranty or guarantee that Services will lead to any specific earnings, business growth or financial results or that Client will experience the same or similar results as others who use the Services.

Release, Waiver, and Indemnity

Client releases, indemnifies and saves harmless forever the LDLC Inc., its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising out of or related in any way to this Agreement, however caused, including negligence. Client agrees to either secure reasonable insurance coverage to cover any costs, losses damages or expenses, which may be incurred as a result of, or relating in any way to, the Services or if no insurance is secured, then Client irrevocably waives its right to seek legal recourse against LDLC Inc. for compensation. This clause survives the expiration or termination (whether such termination is early or otherwise) of this Agreement.

Limitation of Liability

In the event that the LDLC Inc. is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case shall such liability exceed the Fee paid by Client to LDLC Inc.. 

Media Release 

Client grants to LDLC Inc. an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, audio recordings or social media posts containing Client’s likeness, whether captured by Client, LDLC Inc. or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice or grant of permission, and Client further hereby waives any right to any financial compensation relating in any way to such media release. 

 GENERAL

 Relationship of Parties
Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between LDLC Inc. and Client and Client is hiring LDLC Inc. as an independent contractor only. For the avoidance of doubt, LDLC Inc. has the sole right to control and direct the means, manner, and way in which the Services are provided and may, in their sole discretion, hire assistants, employees or third-party contractors to assist in delivering the Services.

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the provincial and federal laws of the Province of Ontario and the Country of Canada, without regards for conflicts of law provisions. Any disputes arising directly or indirectly from this Agreement will be irrevocably submitted to, and heard exclusively in, the courts of the Province of Ontario, Canada.

Injunctive Relief

Client acknowledges that monetary damages may be inadequate to compensate for the unique losses to be suffered in the event of a breach of this Agreement (including violations of the non-disclosure and intellectual property provisions), and that LDLC Inc. will be entitled to seek, in addition to any other remedy it may have under this Agreement or at law, injunctive and other relief, including specific performance of the terms of this Agreement, without the necessity of posting a bond. 

 Client further irrevocably agrees that any breach of this Agreement by it, including but not limited to violations of the non-disclosure and intellectual property provisions, shall constitute irreparable harm at law and accordingly irrevocably consents to the granting by the Superior Court of Justice in Ontario of an interim, interlocutory, and or permanent injunction with respect to any losses that are suffered by the LDLC Inc. in the event of the Client’s breach of this Agreement, which losses cannot be adequately compensated for with monetary damages.  The Client, in this circumstance, further irrevocably agrees to execute any necessary documents to give effect to this paragraph and “Injunctive Relief” section of this Agreement.

 Expenses; Legal Fees  

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery, and performance of this Agreement.  If any suit or action is instituted to enforce any provision of this Agreement, then the prevailing party in such dispute will be entitled to recover from the losing party its fees on a full indemnity basis, including but not limited to all fees, costs, and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, which further includes (without limitation) such fees, taxes and disbursements of lawyers, accountants, and expert witnesses, as well as all fees, costs, and expenses of appeals.

 Dispute Resolution

In the event that any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, then the Parties agree to submit the dispute for mediation with an Ontario-based mediator prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available. 

 Force Majeure

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, a state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance (and/or provision) of the Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services will remain due and payable with such amount to be determined by LDLC Inc..

Notice

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.

Assignment

This Agreement may not be assigned to any other party except with the express written consent of the other Party.

Severability

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date. 

Voluntary Agreement

Client acknowledges that they are executing this Agreement voluntarily and without any duress or undue influence by LDLC Inc. or anyone else. Client further acknowledges that they have carefully read this agreement and that they have asked any questions needed for them to understand the terms, consequences, and binding effect of this Agreement and fully understand it.  Finally, Client has been provided an opportunity to seek the advice of a lawyer/attorney of its choosing prior to signing this Agreement.

 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

 Survival

Unless otherwise specified in this Agreement, any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and continue to be in full force and effect. For clarity, the restrictions on confidentiality, non-disclosure, intellectual property, non-competition and non-solicitation survive the termination, whether early or otherwise, of this Agreement.  All things considered confidential during the Term will survive and always remain confidential.