1. DEFINITIONS

1.1 When the following words with capital letters are used in these Terms, this is what they will mean:

Event Outside Of My Control: is defined in clause 7;

Order: your order for the Services as set out within these terms;

Contracts: your personal client contract which must be signed before enrolment into a service;

Services: the coaching services that I am providing to you as set out in the Order;

Sessions: the online group coaching sessions;

Terms: the terms and conditions set out in this document;

I /Me/My: Natalia Edelmann, Life & Business Strategist and Wellness Coach;

1.2 When I use the words writing or written in these Terms, this will include email unless I say otherwise.

2. MY CONTRACT WITH YOU

2.1 You are engaging me as a Life & Business Strategist and Wellness Coach and I will provide My Services to you on these Terms.

2.2 Please ensure that you read these Terms and all other terms/contracts carefully and check that your details on the Order and in these Terms are complete and accurate. If you think that there is a mistake on the Order/Terms/Contract, please contact me by email. I will confirm any changes in writing to avoid any confusion between us.

2.3 When you submit the Order to Me, this does not mean that I have accepted your Order for Services. My acceptance of the Order will take place as described in clause 2.4 below. If I am unable to supply you with the Services, I will inform you of this in writing and I will not process the Order.

2.4 These Terms will become binding when I contact you by email to confirm acceptance of your Order and that I am happy to provide the Services to you or when your deposit payment is paid, at which point a contract will be formed between you and I. The contract will then continue unless and until the Services have been provided in full, the service is terminated as set out in these Terms or a further Contract is signed.

2.5 When providing My coaching services, group coaching programs and other business related strategies or Services you will be considered and agree to enter all Contracts/Terms in your capacity as a business owner, not as an individual consumer. This is true even if you do not have a business entity such as a limited liability company. As a business owner, you may have limited rights under the laws of your state or country, and may be giving up consumer rights.

2.6 You acknowledge and consent to digital content and intellectual property being made available to you upon entering any programme’s/courses or services and that upon your engagement into intellectual property and digital content within any programme’s/courses or services you lose your/any applicable rights to cancel under the Consumer Contracts Regulations / Consumer Rights Regulations.

2.7 Throughout the duration of any agreement you shall not, in any manner, represent, provide services or engage in any aspects of business or solicit any client, customer, officer, staff, consultant, or employee for your benefit or benefit of a third party that is or may be engaged in a similar business throughout the duration of this agreement and for a period not to exceed 1 year following the culmination, completion or termination of these Terms/Contract without written permission from Natalia Edelmann.

3. CHANGES TO ORDER OR TERMS

3.1 I may change these Terms at my discretion or if there is a change in the relevant laws and regulatory requirements.

3.2 If I have to revise these Terms under clause 3.1, I will give you at least 2 weeks written notice of any changes to these Terms before they take effect. In these circumstances, you can choose to cancel the contract in accordance with clause 8.

4. PROVIDING MY SERVICES

4.1 You will receive coaching/strategy session(s) from the date set out in the Order for a period of 90 Days, 12 months, 6 months, 3 months or 6-weeks, the amount is defined in our Contract and the programme agreement/confirmation.

4.2 The Sessions will take place online at the dates and times agreed between us and evidenced by My communications. Each Session will be of differing length, with approximations given via communication in the most part 45-90 minute sessions.

4.3 I will make every effort to complete the Services on time. However, I reserve the right to change the date and time for any reason, including ill health. If I have to change the time of a Session, I will provide you with as much notice as possible.

4.4 There may be delays due to an Event Outside Of My Control. See clause 8 for My responsibilities when an Event Outside Of My Control happens.

4.5 If you are not able to attend a Session for any reason (including due to Me changing the date, time or venue), you will not be entitled to any refund but I may at My discretion offer you a catch-up session.

4.6 In the event I or any member of My team are unable to attend any pre-arranged meetings, coaching sessions, calls or trainings of any type for any reason you agree that I can not be held liable, however, every attempt will be made for another member of My team to cover the session where possible and applicable.

4.7 In the event of disruption to any services due to any holiday time, vacation time, maternity leave, paternity leave, bereavement leave, public/national holidays, Events outside Of My Control and any other leave of any kind I will provide you with as much notice as possible however you agree I can not be held liable.

4.8 I reserve the right to limit any and all Services in any and all programmes during any public/national holiday, weekends and festive periods.

4.9 In the event you need to cancel or fail to attend a pre-arranged session through no fault of My own, I will make every attempt to reschedule the session where possible as a gesture of goodwill, however, I can not be held liable or in breach of the agreed terms of service/Contract if it is not possible to reschedule and the missed session remains part of the agreed service we are contracted to provide to you with.

4.10 I shall provide the Services to you with due care, skill and ability. However, due to the nature of My Services, I do not guarantee any particular results and you agree that I can not be held liable/responsible for any/lack of results.

5. FEES

5.1 The price of the Services has been set by Me in advance and is set out in the Order. My prices may change at any time, but this will not affect Orders that I have confirmed with you.

5.2 Where I am providing Services, I may at My discretion give you the option to pay for the Services in instalments via a payment schedule. Should you choose to pay via this method, all payments are due on time or you may be suspended or removed from the program in the event you fail to meet the agreed schedule.

5.3 I will hold your space in a Program for 7 days from me confirming that you have a place within said Program and upon receipt of your signed client Contract. If you have not paid your invoice in full or your first payment in full, in cleared funds, within 7 days from the date of the invoice, your space shall be released however fees may still apply and you agree to settle any and all fees immediately.

5.4 If you do not make any payment due to Me by the due date I may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate from time to time of The Bank Of Canada plus an admin fee of $50. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Me interest together with any overdue amount.

5.5 The total purchase price of any product/service is agreed prior to the commencement of the said service, it is further confirmed within your client contract which must be signed by both parties also prior to the commencement of any service. You acknowledge and agree to fully pay the agreed purchase price of the service/product and your obligation to it can not be changed, edited or cancelled without either written agreement from both parties or in the event of a contract breach; Any contract breaches must be investigated and be presented with substantiated evidence. For the avoidance of any doubt, if you wish to disengage or leave any service/product prior to its completion for any reason, you agree and acknowledge you are not released from your obligation to the agreed purchase price as contracted.

5.6 In the event you fail to meet your agreed commitments to your contracted financial obligation, I reserve the right to suspend your enrolment into any Programs/Courses/Services and any period of suspension will not be reimbursed financially or added as an extension to any Program/Course/Service.

5.7 Any payment methods used by you to make payment will be held on your file and attached to your account, all payments will be automatically attempted from the default method you set. In the event of a failed payment attempt, the next payment method on your file will be used. To remove any saved payment methods from your account please contact us. Please note that you must at all times have at least one payment method saved on your account. If a request for the removal of a payment method would result in no payment methods being saved on your account then such removal request shall be refused unless and until a valid replacement method is provided.

5.8 Any payment schedule that includes monthly payments due to be paid on either 28/29/30/31 of any specific month will automatically change to the final day of the same month when that month has fewer days.

6. MY LIABILITY TO YOU

6.1 I do not exclude or limit in any way My liability for death or personal injury caused by My negligence or for my fraud or fraudulent misrepresentation or for any matter for which liability cannot legally be excluded or limited.

6.2 My total liability under any law or in relation to the performance (or contemplated performance) of the Contract shall in all circumstances be limited to the total price paid by you for the Services.

6.3 If I am prevented from or delayed in performing my obligations by your act or omission or by any circumstance outside of My control, I shall not be in breach of the Contract or liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

6.4 The provisions of this clause 6 shall survive termination of the Contract.

7. EVENTS OUTSIDE OF MY CONTROL

7.1 I will not be liable or responsible for any failure to perform, or delay in performance of, any of My obligations under these Terms/Contract that is caused by an Event Outside Of My Control.

7.2 An Event Outside Of My Control means any act or event beyond My reasonable control including without limitation a failure of public or private telecommunications networks, storm, flood, earthquake, pandemic, epidemic or other natural disasters.

7.3 If an Event Outside Of My Control takes place that affects the performance of My obligations under these Terms:

7.3.1 I will contact you as soon as reasonably possible to notify you; and

7.3.2 My obligations under these Terms/Contract will be suspended and the time for the performance of My obligations will be extended for the duration of the Event Outside Of My Control; and

7.3.3 I will restart/recommence the Services as soon as reasonably possible after the Event Outside Of My Control is over.

7.4 You may cancel if an Event Outside Of My Control takes place and you no longer wish Me to provide the Services. Please see your cancellation rights under clause 8. I will only cancel the contract if the Event Outside Of My Control continues for more than 12 weeks.

8. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUND

8.1 All payments made to Me for Services are non-refundable.

8.2 Either of us may terminate the Terms/Contract if the other is in material breach of any Terms and do not correct or fix the situation within 7 days of receiving notice of the breach in writing.

8.3 I may terminate the Contract immediately (without any liability to provide any refund to you) if I reasonably feel that you are not participating fully in the Sessions, that you are disrupting the Sessions or for any other reason where we reasonably feel that your presence is adversely impacting on the Sessions, other clients/customers, Officers, Contractors, Staff or Directors.

8.4 On or before the date of a termination by either party to your service/contract for any reason, you agree and acknowledge to immediately settle any unpaid fees, outstanding balances remaining for any purchased products/services or any other sums payable under the terms of any respective client contracts. For the avoidance of any doubt, if you wish to disengage or leave any service/product prior to its completion for any reason, you agree and acknowledge you are not released from your obligation to the agreed purchase price as contracted.

8.5 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of either of us as at the date of termination, including the right to claim in respect of any breach of the Contract, which existed at, before or after the date of termination.

8.6 In the event of any initiated payment disputes or for any other reason, you acknowledge and agree that all payments made by you for services are final, non-refundable, non-transferable and non-exchangeable. You also acknowledge and agree not to contest any disputes raised and that any disputes should be decided immediately in favour of the Company.

8.7 You acknowledge and agree that in the event of a termination of your service/contract for any reason you are not entitled to a refund of any monies paid by you to the company prior to that date. Furthermore, you acknowledge and agree not to contest any payment disputes initiated at such time and agree that any disputes should be immediately decided in favour of the company.

8.8 All deposits paid to secure enrolment spaces are non-refundable. You agree to these terms upon payment of any funds.

8.9 If the program you have entered includes a 14-day money-back guarantee (this will be made clear and detailed in your client Contract) and you wish to terminate our Contract, the value of services provided to you by The Program up to the point of cancellation will be deducted from any refund of monies paid by you. In the event the value for services provided to you exceeds the amount paid by you up to the date of cancellation, you agree to immediately pay the full outstanding balance for the value of all services provided to you up to that date, failure to do so will result in you being held in breach of your contract.

8.10 In the event you wish to postpone your enrolment into a programme or course before the date of enrolment an offer will be made to move your enrolment by 1 month where availability allows, this offer will be at no extra charge.

8.11 In the event you wish to cancel your enrolment indefinitely prior to your enrolment day a termination fee of $400 (any paid deposits will be deducted from this fee) will be applied to your account and you agree to settle this payment with immediate effect, failure to do so will result in you being held in breach of your contract.

9. CONFIDENTIAL INFORMATION

9.1 I acknowledge that in the course of providing the Services I will have access to personal data and Confidential Information relating to you and your affairs and I agree not to (except in the proper course of my duties) use or disclose to any third party (outside of any team members, Officers, Staff members, Contractors or other third parties engaged to assist me in providing the services as contracted) any Confidential Information. This restriction does not apply to the following which you will have no further control over;

9.1.1 any use or disclosure authorized by you or required by law;

9.1.2 any use or disclosure which I in my absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others;

9.1.3 any information which is already in, or comes into, the public domain otherwise than through my unauthorized disclosure; or

9.1.4 any information which was provided by you with the intention to be used in the public domain.

9.2 As is good practice in coaching, I undertake coaching and am part of supervision groups. You agree that I may disclose any issues which arise out of the Sessions with my own coach, supervisor and/or supervision group but I agree only to disclose such issues on a general basis and without disclosing your name.

9.3 You must keep all information discussed in the Sessions strictly confidential as you agree to consider it My intellectual property from the point of submission.

9.4 Any training in which you participate while enrolled in any programme is the sole property of the Natalia Edelmann company and you relinquish any and all rights when taking part, you agree it will be considered My intellectual property from the point of submission.

10. DATA PROTECTION AND INTELLECTUAL PROPERTY

10. You acknowledge and agree that your personal data will be processed by and on behalf of Me as part of the Services. You agree that I may also share your personal details with other participants in the Sessions (including such details as your email address).

10.2 I am the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that I use within the Sessions and nothing in this agreement or otherwise shall transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.

10.3 You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials from any Sessions or Programmes, in doing so you agree to pay Natalia Edelmann a license fee of $20,000 which is payable immediately.

10.4 I grant to you a limited, non-exclusive, non-transferable, non-sublicensable revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.

10.5 You may not without my prior written consent make any audio or visual recordings of all or any part of our Sessions.

11. INFORMATION ABOUT ME AND HOW TO CONTACT ME

11.1 I am a sole trader established in Canada. The relationship between us will be that of an independent contractor and nothing in these Terms shall render me your employee, worker, agent or partner.

11.2 If you have any questions or if you have any complaints, please contact Me. You can contact Me by email at: [email protected]

11.3 If I have to contact you or give you notice in writing, I will do so by email to the email address which you provide in the Order.

12. OTHER IMPORTANT TERMS

12.1 This contract is between you and I. No other person shall have any rights to enforce any of these Terms.

12.2 You acknowledge and agree that:

12.2.1 these Terms constitute the entire agreement (unless a further Contract is signed) and understanding between us and supersede any previous arrangement, understanding or agreement between us relating to the provision of the Services;

12.2.2 in entering into these Terms/Contract you have not relied on anything said by any person (including any third party) relating to the provision of the Services.

12.3 Each paragraph in these Terms operates separately. If any Court or relevant authority decides that they are unlawful, the remaining paragraphs will still remain in full force and effect.

12.4 If I fail to insist that you perform any of your obligations under these Terms, or if I do not enforce My rights against you, or if I delay in doing so, that will not mean that I have waived My rights against you and will not mean that you do not have to comply with these Terms. If I do waive a default by you, I will write to you, and that will not automatically mean that I have waived any future default by you.

12.5 These Terms are governed by Canadian law. You and I both agree that the Canadian Arbitration Association shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Services which are being provided to you under these Terms.

13. AFFILIATE

13.1 “I am an independent ClickFunnels Affiliate, not an employee. I receive referral payments from ClickFunnels. The opinions expressed here are my own and are not official statements of ClickFunnels or its parent company, Etison LLC.

14. Affiliate Program Agreement Foreword

Whether you are a customer, an Affiliate, or are considering becoming our Affiliate, you are very important to us. We do our best to treat you with the fairness and respect you deserve.

We are strong believers in straightforward and honest communication. The following Affiliate Agreement was created to ensure that you are fully conversant with what is expected of our Affiliates and what legal obligations are required by both parties.

If you have any questions, please don’t hesitate to contact us.

Best regards,

Natalia Edelmann

AFFILIATE PROGRAM AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN NATALIA EDELMANN DOING BUSINESS AS NATALIA EDELMANN (“NATALIA EDELMANN ,” “WE,” “US” OR “OUR,”) AND YOU (“AFFILIATE,” “YOU,” “YOUR,” “YOURS,” OR “YOURSELF,”) AS AN INDIVIDUAL OR THE ENTITY WHICH YOU REPRESENT. BY CHECKING THE BOX BESIDE THE AGREEMENT ACKNOWLEDGEMENT WHICH SAYS, “I HAVE READ AND ACCEPT THE TERMS OF THE AGREEMENT,” AND THEN CLICKING ON THE “JOIN THE AFFILIATE PROGRAM” BUTTON, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH EACH AND EVERY TERM AND CONDITION, AND THAT YOU ARE AUTHORIZED TO BIND YOURSELF OR THE ENTITY YOU REPRESENT.

14.1. OVERVIEW

14.1.1. This Affiliate Program Agreement (“Agreement”) contains the complete terms and conditions that apply to your participation in the Natalia Edelmann Affiliate Program (the “Program”). The purpose of the Program is to allow you to refer people or businesses to Natalia Edelmann using special trackable web links via Click Funnels Affiliate Areas in a way that allows us to confirm which individuals or businesses you refer to us so that we can, under the terms of this Agreement, pay you the appropriate commission on Commissionable Fees (the “Fee” or “Fees”).

14.2. AFFILIATE OBLIGATIONS

14.2.1. This Agreement will become effective upon your acceptance of the Agreement as indicated above. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion at any time after your acceptance. We may reject your application if we determine (at our sole discretion) that your website is unsuitable for the Program. Unsuitable websites include but are not limited to those that:

14.2.1.1. promote pornography and/or sexually explicit materials

14.2.1.2. promote violence or use of illegal substances

14.2.1.3. promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age

14.2.1.4. promote hate, crime or other illegal activities

14.2.1.5. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights, or to violate the law

14.2.1.6. are in any way unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to us at our sole discretion

14.2.2. By participating in the Program you agree that you will not engage in any such activities. You should also note that if we accept your application and your website is thereafter determined, at our sole discretion, to be unsuitable for the Program, we may terminate your Agreement immediately.

14.3. RELATIONSHIP OF PARTIES

14.3.1. While the parties to this Agreement shall work hand-in-hand for the benefit of both parties, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of Natalia Edelmann. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of, or on behalf of Natalia Edelmann nor shall it hold itself out as being an agent of Natalia Edelmann or as having apparent authority to contract for or bind Natalia Edelmann.

14.4. AFFILIATE’S WEBSITE AND PROMOTIONAL METHODS

14.4.1. The Affiliate shall be solely responsible for all materials that appear on its website. It shall strictly adhere to all applicable laws and regulations in conducting its business and more specifically in marketing and advertising Natalia Edelmann. You are solely responsible for the accuracy and appropriateness of all materials posted on your website, and for ensuring that your activities, including materials posted on your website and communications with Natalia Edelmann and our potential customers are not defamatory, in violation of copyright laws or otherwise illegal. You further agree that your activities, including communications with our potential customers and us, regarding or relating to Natalia Edelmann in any way, are in full compliance with all applicable laws in your jurisdiction.

14.4.2. You agree not to use any predatory advertising methods designed to generate traffic from websites that they have not contracted within the online promotion of Natalia Edelmann products, services or Affiliate Program. Predatory advertising is defined as any method that creates or overlays links or banners on websites, spawns browser windows, or any method invented to generate traffic from a website without that website owner’s knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing, browser plugins such as TopText and Surf+, banner replacement technology such as Gator, browser spawning technology that is not website dependent. Participation in predatory advertising Programs will be cause for the Affiliate’s immediate termination.

14.4.3. Without restricting the generality of the foregoing, the Affiliate shall not send unsolicited email and shall not send email or any other communication to a recipient if the recipient has requested that you discontinue such communication.

14.4.4. You agree to defend, indemnify and hold Natalia Edelmann harmless for any violations of the foregoing. Natalia Edelmann disclaims all liability for these matters.

14.5. NATALIA EDELMANN RIGHTS AND OBLIGATIONS

14.5.1. Natalia Edelmann shall have the right to monitor the Affiliate’s website at any time to determine if it is in compliance with the terms and conditions on this Agreement. We may notify you of any changes to your website that we feel should be made regarding your promotion of Natalia Edelmann, or to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made.

14.5.2. Natalia Edelmann reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Natalia Edelmann Affiliate Program or should you abuse this Program in any way. If such fraud or abuse is detected, Natalia Edelmann shall not be liable to you for any commissions on Fees for such fraudulent sales.

14.6. AFFILIATE COMISSIONS, RIGHTS AND PAYMENT

14.6.1. Subject to all terms of this Agreement, Natalia Edelmann will pay you a commission based on the commission rate applicable to the products managed by Natalia Edelmann for new customers you refer to us.

14.6.2. The percentage of commission paid on all commissionable fees is determined in accordance with the Affiliate Commission Schedule which appears on your Affiliate Dashboard which forms an integral part of this Agreement.

14.6.3. Natalia Edelmann does not pay commission on any revenue we generate for services or products we sell outside of the sales funnel you are promoting, but not limited to, other products.

14.6.4. Natalia Edelmann will not pay commissions on funnels from any individuals or businesses who have previously purchased the products in that funnel with Natalia Edelmann, even if the existing referred customer’s record contains a different email address, credit card number, or other information different from the individual’s or business’ previous registration. In the event that more than one Affiliate claims the same commission for a sale, Natalia Edelmann shall select the Affiliate to receive the compensation based on our best efforts to determine which Affiliate was responsible for the initial referral.

14.6.5. YOU SHALL NOT RECEIVE COMMISSION FOR A PURCHASE MADE DIRECTLY OR INDIRECTLY FOR YOURSELF.

14.6.6. You are strictly prohibited from signing yourself up under your own existing Affiliate account. Any Affiliate attempting such an arrangement will be instantly terminated and the Affiliate Agreement immediately cancelled. Any commissions accrued will remain the property of Natalia Edelmann.

14.6.7. All commissions are based upon the paid price of a Commissionable Fee before tax. If any commission is paid on a Commissionable Fee, which is later refunded or determined to have been charged the customer in error, the amount paid as commission to the Affiliate will be deducted from future commissions if any are due, or an invoice in the amount of the commission paid to the Affiliate will be issued and payable by the Natalia Edelmann within 30 days.

14.6.8. Payment of commissions will be made on a monthly basis within 30 to 45 days following the purchase date of the funnel product. Commissions will be paid by paypal, or some other method at the discretion of

Natalia Edelmann and acceptable to the Affiliate. Commission payments are made in Canadian Dollars.

14.6.9. It is your responsibility to provide complete and accurate payee information including tax ID or other applicable information as appropriate for your country of residence in order to receive payment. If this Agreement terminates, any commissions due at the time of termination will be paid within 45 days following termination unless as indicated elsewhere in this agreement.

14.6.10. The Affiliate shall be responsible for all taxes and other similar levies applicable to the commission pursuant to any law or regulation. The Affiliate shall report the commission to its taxation authorities as required by law. Natalia Edelmann shall not be responsible for any taxes owed by you arising out of your relationship with Natalia Edelmann as set forth in this Agreement.

14.7. MODIFICATION

14.7.1. Natalia Edelmann may modify any of the terms and conditions in this Agreement, including terminating this Agreement or the Affiliate Program at any time at its sole discretion. Modifications may include, but are not limited to, changes in the scope, percent of commissionable fees, payment procedures, and the Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS SET FORTH BELOW. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE POSTING OF THE CHANGE NOTICE OR NEW AGREEMENT ON THE nataliaedelmann.com WEBSITE WILL CONSTITUTE YOUR AGREEMENT TO THE CHANGES.

14.8. TERMS AND TERMINATION

14.8.1. The term of this Agreement will begin upon your acceptance of the Agreement as indicated above and will end when terminated by either party. Either Natalia Edelmann or the Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from your website or websites, all references to Natalia Edelmann and all links to Natalia Edelmann’s website.

14.8.2. Natalia Edelmann will, however, continue to pay you commissions on Commissionable Fees from your referrals for a certain period following termination. The current policy is to pay for three months following termination; however, we may pay entirely at our own discretion for as many or as few months as we choose depending on the conditions of termination. Violation of the terms of this Agreement by the Affiliate may result in the forfeiture of all future or pending commissions on commissionable fees.

14.9. DISCLAIMER

14.9.1. NATALIA EDELMANN MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING NATALIA EDELMANN SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF NATALIA EDELMANN’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR OF OUR REFERRAL TRACKING LINK TECHNOLOGY WILL BE FREE FROM DEFECT OR WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY DEFECTS, INTERRUPTIONS OR ERRORS.

14.10. LIMITATIONS OF LIABILITY

14.10.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NATALIA EDELMANN WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF NATALIA EDELMANN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL NATALIA EDELMANN’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAYABLE TO YOU UNDER THIS AGREEMENT.

14.11. REPRESENTATIONS, WARRANTIES AND COVENANTS

14.11.1. You represent, warrant and covenant that:

14.11.1.1. you have full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

14.11.1.2. you have sufficient right, title, and interest in and to the rights granted to Natalia Edelmann in this Agreement;

14.11.1.3. the material posted on Affiliate’s website does not defame any third party or violate or infringe upon the rights of any third party or any applicable copyright and other laws that pertain to it;

14.11.1.4. you shall not make any representations or warranties regarding the products or services provided by Natalia Edelmann; and

14.11.1.5. you shall not make or publicize any statements that are disparaging, slanderous, defamatory, libellous or derogatory of Natalia Edelmann or that otherwise portray Natalia Edelmann in a negative manner.

14.12. INDEMNIFICATION

14.12.1. You hereby agree to indemnify and hold harmless Natalia Edelmann, and its subsidiaries and Affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, any misrepresentation of a representation or warranty or breach of a covenant and Agreement made by you herein, or any claim related to your website, including, without limitation, content therein not attributable to us.

14.13. CONFIDENTIALITY

14.13.1. In connection with the activities contemplated by this Agreement, you may acquire confidential technical or business information of Natalia Edelmann, which is not generally known to the public, including without limitation proposals, ideas or research related to possible new products or services; any reporting information required by the Agreement; and the terms of this Agreement and the relationship between the parties (collectively, “Confidential Information”). You agree not to disclose the Confidential Information or use the Confidential Information for your own benefit or for the benefit of any third party. Your obligations in this Section shall not apply to any information that you can prove was in the public domain at or subsequent to the time it was communicated to you through no fault of yours; was rightfully in your possession free of any obligation of confidence owed to Natalia Edelmann at or subsequent to the time it was communicated to you by Natalia Edelmann; was in response to a valid order by a court or other governmental body or was otherwise required by law. Upon the termination or expiration of this Agreement, you shall return upon Natalia Edelmann’s request or otherwise destroy all Confidential Information of Natalia Edelmann in your possession.

14.14. MISCELLANEOUS

14.14.1. You may not assign your rights or obligations under this Agreement to any party.

14.14.2. You may not create, publish, distribute, or permit any written or electronically transmitted publicity material (including without limitation, advertisements and press releases) that makes reference to Natalia Edelmann, or the Natalia Edelmann’s website without first submitting the material to Natalia Edelmann and receiving its approval, authorization and consent in writing. You shall not issue any public statement(s) regarding the relationship with Natalia Edelmann without the prior written approval of Natalia Edelmann.

14.14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada without regard to the conflicts of laws and principles thereof.

14.14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

14.14.5. This Agreement represents the entire Agreement between you, and us, and shall supersede all prior Agreements and communications of the parties, oral or written.

14.14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

14.14.7. Natalia Edelmann reserves the right, at its full discretion, to disqualify any individual it suspects of undermining or manipulating the registration and/or qualifying process, the operation of the Affiliate Program by attempting to circumvent the Affiliate commission schedule or artificially increasing your commissions or by other fraudulent methods or results, or to be acting in violation of this Agreement. Natalia Edelmann may, at its sole discretion, cancel the Affiliate Program. In the event of your non-compliance with any requirement stated herein, Natalia Edelmann may withhold or reduce any payments due to you until resolution of all disputes.

14.14.8. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.

14.15. GENERAL CONDITIONS

YOU HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND AND HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON YOU WITHOUT RESERVATION. YOU HAVE ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO YOU TO INDUCE YOU TO ACCEPT THIS AGREEMENT. YOU AGREE TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.

EXHIBIT A – DEFINITIONS

As used in this Agreement, the terms set forth below shall have the following meanings:

New Customer means a unique human being or business which was not previously in our database prior to your referral.

Commissionable Fee means amount of money paid to Natalia Edelmann exclusively for affiliate products paid for by the New Customer to Natalia Edelmann and does not include taxes.

Affiliate means an Affiliate that is directly responsible for referring a customer who purchases an Affiliate Product from Natalia Edelmann.

EXHIBIT B – AFFILIATE COMMISSION SCHEDULE

• Commission Schedules are structured with Click Funnels and can be accessed at any time – please contact [email protected]