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Release and License
THIS RELEASE AND LICENSE (the “Agreement”), is entered into and is effective this day (the “Effective Date”) and this Agreement and any Schedules hereto shall be read with all such changes of gender or number required by the context.
PARTY OF THE FIRST PART:
The user(s) which have clicked on the ‘I Agree’ button, checkbox, and/or link (the “Clients”).
PARTY OF THE SECOND PART:
Farmer Logic Inc. (the “FLI”).
This Agreement is by and between FLI and includes its successors and assigns, and the Clients and includes its successors and assigns.
WHEREAS, FLI is currently engaged in the business of teaching real estate investing principles; small business development and management principles; financial markets trading principles, strategies and applications; national and international finance investment; risk management strategies; and, the production and delivery of live seminars and home study courses in a variety of disciplines; and
WHEREAS, the Clients have contacted FLI in order to engage FLI for the express purpose of learning what FLI teaches; and
WHEREAS, both FLI and the Clients desire to enter into a binding agreement in accordance with the terms and conditions set forth below; and
NOW, THEREFORE, in consideration of the premises, terms, covenants and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, and of the Clients having clicked on the ‘I Agree’ button, checkbox, and/or link, it is agreed by and between the Parties as follows:
ARTICLE 1: STATEMENTS AND DEFINITIONS
1.00 Recitals. The Parties acknowledge that the foregoing recitals are true and correct in substance and in fact, including the recital of consideration.
1.01 Breach Definition. For the purposes of this Agreement, the term “Breach” means any default by the Clients of any of the terms of this Agreement and/or the License.
1.02 Coaching Definition. For the purposes of this Agreement, the term “Coaching” means and includes the consulting, electronic data entry, electronic form filling, auto-fill contract service, coaching, mentoring, educational program, and professional/personal development training provided by FLI to the Clients.
1.03 Company Definition. For the purposes of this Agreement, the term “Company” means and includes Farmer Logic Inc., Jungo Academy Inc., their associated organizations, sub-contractors, parents, subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, associates, agents, co-venturers, independent contractors, heirs, administrators, executors, and individuals (including, but not limited to, the Clients’ mentor, coach, trainer, and/or instructor).
1.04 FLI Forms Definition. For the purposes of this Agreement, the term “FLI Forms” means and includes any and all Forms created by the Company, Forms provided to the Clients by the Company, and Forms provided to the Clients by the Company’s representative, at any time before, during or after the Effective Date.
1.05 Forms Definition. For the purposes of this Agreement, the term “Forms” means and includes any and all forms, contracts, agreements, spreadsheets, documents, drawings, videos, recorded audio materials (including but not limited to mp3 files, transcripts, and wav files), video recordings, computer software, online software, websites, access to websites, Internet URLs, databases, information in databases, access to databases, client information, lead information, potential client information, strategic partner information, lists of clients, lists of leads, lists of potential clients, lists of strategic partners, manuals, and all other printed and/or electronic materials.
1.06 Party Definition. For the purposes of this Agreement, the term “Party” means an entity and/or party to this Agreement as they may be from time to time, and it is expressly understood that this shall be read and construed as the number and gender of the party or parties referred to in each case as required.
ARTICLE 2: COVENANTS AND PROMISES
2.00 License Granted to Clients. FLI grants to the Clients a non-exclusive license to use the FLI Forms under the terms and conditions set forth by this Agreement (the “License”).
2.01 Use of FLI Forms. The Clients acknowledge, understand, agree, warrant, represent and covenant that any and all rights and/or interest whatsoever wheresoever to use the FLI Forms shall at all times be subject to all the terms and conditions of both the License and this Agreement. The clauses within this section shall survive any termination of this Agreement.
2.02 Abide by License. The Clients acknowledge, understand, agree, warrant, represent and covenant that they shall at all times abide by all terms and conditions of the License. Notwithstanding anything to the contrary herein the Clients acknowledge, understand, agree, warrant, represent and covenant that upon any Breach by the Clients the License shall be immediately revoked and thereafter invalid. In the event of a Breach by the Clients, the Clients acknowledge, understand, agree, warrant, represent and covenant that they shall immediately do all acts and things necessary to ensure the Clients cease any and all use of any and all FLI Forms. The Clients acknowledge, understand, agree, warrant, represent and covenant that in no event shall the Clients make any use whatsoever wheresoever of any FLI Forms without a valid License. The clauses within this section shall survive any termination of this Agreement.
2.03 License Terms. All Parties acknowledge, understand, agree, warrant, represent and covenant that the License shall at all times be governed by the following terms and conditions:
a) The Clients shall have the right to use the FLI Forms as a template to create their own Forms and the Clients acknowledge, understand, agree, warrant, represent and covenant that, for the purposes of this Agreement, any new Forms derived from any FLI Forms shall be deemed FLI Forms.
b) The Clients shall only use FLI Forms for their own personal transactions. The Clients shall not use FLI Forms in any transaction where at least one the Clients is not either a principal party, or, a majority owner of a principal party, in that transaction.
c) The Clients shall have the right to join any affiliate sales and/or referral program(s) offered by FLI under the same terms, conditions and compensation offered to the general public (the “Affiliate Program”).
d) All rights and interests to sell, re-sell, give away, share, bundle, include in a sales package, assign, license, and sub-license the FLI Forms shall reside with FLI. The Clients shall not sell, re-sell, give away, bundle, and/or share (including: bundling in a sales package, assigning, sub-licensing, and sharing by any manner) the FLI Forms in any manner whatsoever wheresoever without the prior express written consent of the FLI president which consent shall be at the FLI president’s absolutely sole and unfettered discretion and furthermore which consent may be arbitrarily withheld. This License may only be transferred or assigned to another party with the prior express written consent of the FLI president whose consent may be arbitrarily withheld.
e) All the clauses within this section 2.03 shall survive any termination of this Agreement.
2.04 Acknowledgements. The Clients acknowledge, understand, agree, warrant, represent and covenant that:
a) FLI retains all ownership and copyright and all other rights pertaining to all FLI Forms, and the Clients hereby irrevocably assign any and all of their rights and interests in all the FLI Forms to FLI with no further compensation and/or royalties. The clauses within this section shall survive any termination of this Agreement.
b) Covenants contained in this Agreement, once breached, cannot afterward be performed and that legal proceedings may be commenced at once, without notice to the Clients, other than any notice required by applicable laws. The clauses within this section shall survive any termination of this Agreement.
c) In the event the Clients Breach the License by selling, re-selling, giving away, sharing, bundling or including in a sales package, assigning, licensing, and/or sub-licensing any of the FLI Forms to any third party without a valid License (the “Breached Forms”), the Clients shall compensate FLI by paying to FLI, for each of the Breached Forms within each instance of Breach, the pre-negotiated damages amount of the greater of: 1) the then current rate charged by FLI for auto-fill contract services for the Breached Form, and 2) TWO HUNDRED DOLLARS ($200.00), and 3) the reasonable amount of profit that FLI could have made from dealing with the 3rd party directly (the “Pre-Negotiated Damages”). The Pre-Negotiated Damages and the amount thereof shall be deemed not a penalty but as liquidated damages.
d) The FLI Forms are confidential and proprietary information and have been compiled by FLI at great expense and over a great amount of time. The FLI Forms are the sole and exclusive property of FLI. The use, misappropriation or disclosure of the FLI Forms by the Clients or otherwise would constitute a breach of trust and could cause irreparable injury to FLI. It is essential to the protection of FLI’s good will and to the maintenance of FLI’s competitive position that the FLI Forms be kept secret and that the Clients not disclose the FLI Forms to others or use the FLI Forms to the Clients own advantage or the advantage of others. Therefore, as a material inducement to FLI to disclose or allow to be known to the Clients some or all of the FLI Forms during the time spent with FLI (at FLI’s sole and absolutely unfettered discretion), the Clients hereby agree that the Clients shall hold and safeguard the FLI Forms in trust for FLI, and not misappropriate or divulge to any person that is not affiliated with FLI, or make available to anyone for use outside FLI’s organization at any time, except with the express written consent of the president of FLI, any of the FLI Forms.
e) The Client further recognizes and acknowledges that the publication of FLI information, regardless of whether or not the information is considered proprietary and/or confidential, may cause irreparable harm and damage to FLI. Therefore, as a material inducement to FLI to disclose or allow the Clients access to FLI information during the Coaching with FLI, the Clients hereby agree that throughout the term of the Clients’ Coaching relationship with FLI and following the date of the Coaching relationship with FLI, the Clients shall not publish in any form or fashion including, but not limited to, internet publication and all other means of electronic dissemination, any FLI Forms that are not readily available to the public at large. Said prohibition does include any other dissemination of all proprietary and confidential information and all other FLI Forms not readily available to the public including but not limited to FLI phone directories, personnel information, unpublished FLI reports, and all other documents utilized by FLI to conduct its operations that are not intended for public dissemination.
f) All the provisions and clauses of this section 2.04 shall survive any termination of the Clients’ Coaching relationship with FLI. All the provisions and clauses within this section 2.04 shall survive any termination of this Agreement.
g) The Clients recognize and acknowledge that it is essential for the proper protection of the business of FLI that the Clients be restrained from competing against FLI using any FLI Forms.
h) The Clients recognize and acknowledge that FLI has expended and will expend considerable and significant amounts of time and money establishing relationships and good will with existing and prospective customers / clients and developing a list of its customers / clients and prospective customers / clients, which list is not available to the general public. The Clients further recognize and acknowledge that the aforesaid list may contain other information about the customers / clients and prospective customers / clients not available to the general public and that the Clients may be privileged to this list. The Clients also recognize and acknowledge that many of FLI's competitors could not recreate this list without substantial efforts, that FLI's business would be irreparably and greatly damaged by the use of this information other than for FLI’s benefit, and that it is essential for the proper protection of the business of FLI that the Clients be restrained from soliciting the trade of or trading with the customers / clients of FLI for a period of TWO (2) years after the end of the Coaching. The provisions and clauses of this section shall survive the Clients’ Coaching relationship with FLI. The Clients acknowledge and agree that the restrictions and limitations contained in this paragraph are reasonable as to the scope and duration and are necessary to protect FLI’s proprietary interests and to preserve FLI’s competitive advantage. In the event that any of the restrictions and limitations contained anywhere in this paragraph are deemed to exceed the time, scope and/or geographic limitations prescribed by applicable law, then such provisions of this paragraph shall be reformed to the maximum time, scope, and geographic limitations permitted by applicable law.
ARTICLE 3: INDEMNIFICATION
3.00 The Clients hereby finally and irrevocably releases FLI from any and all liability arising as a result of the application of any FLI Forms, and/or materials and/or information offered and/or opportunities, financial and/or otherwise exposed to, and/or outside sources exposed and/or introduced to, prior to and/or during and/or after the Effective Date, and furthermore the Clients does for itself and for its successors and assigns, remise, release and forever discharge, FLI, from any and all liabilities, causes of action, actions, claims (including but not limited to any claims for personal injury, property damage, or infringement of copyright, trademark, patent or other proprietary right), expenses, court costs, attorney fees (including: any fees and/or costs incurred on appeal, and all costs of a solicitor(s) and their own client costs on a full indemnity basis), proceedings, demands, suits, debts, duties, damages, omissions, negligent acts, judgments, injuries sustained, loss incurred, interest and costs of any nature or kind whatsoever, wheresoever, whether at law or at equity and whether known or unknown and whether suspected or unsuspected which the Clients, it’s officers, directors, employees, successors, assigns, heirs, administrators executors and/or respective successors and assigns, have or hereafter can, shall or may have relating to FLI and any matter relating to or arising from dealings between the Clients and FLI however arising. It is further understood and agreed that nothing in this release is to be construed as an admission of liability in connection with any matter for which this release is given.
3.01 Any accompanying materials and/or instruction given before, during and/or after the Effective Date by the Company are designed to provide accurate information in regard to the subject matter covered. It is provided with the understanding that the Company is not engaged in rendering legal, accounting, or other professional opinions. If legal or other expert assistance is required, the service of a competent professional should be sought.
3.02 All documents included, and/or any material provided before, during and/or after the Coaching are intended only as guides to suggested topics and transactions, and no representation is made as to their sufficiency, legality or their appropriateness for any situation, project or transaction.
3.03 The Company cannot attest to the accuracy and/or completeness of any advice, document, material and/or information offered. The Company, author and publishers specifically disclaim any and all liability and/or risk whatsoever in the event any loss is incurred as a result of the application of any advice, document, material and/or information offered, whether directly or indirectly used.
3.04 THE CLIENTS ACKNOWLEDGE, UNDERSTAND, REPRESENT AND AGREE IT IS THE RESPONSIBILITY OF THE CLIENTS TO HAVE ALL ADVICE, DOCUMENTS, MATERIALS AND INFORMATION REVIEWED BY THEIR ATTORNEY AND/OR QUALIFIED COMPETENT PROFESSIONAL PRIOR TO USE IN ALL CASES.
3.05 The Clients agree, acknowledge and understand that the Company is not engaged in tendering legal, accounting, tax or other professional advice and disclaims the giving of any such advice by the Company. Any assistance or information provided by the Company, and/or any parties associated with, and/or encountered through, the Coaching process, to include the time spent face to face or by any means of communication including by phone, fax, text or email now or in the future, may not be relied upon as a substitute for consultation with qualified professional accounting, tax, legal, and/or other competent advisors. The service of a practicing member of the appropriate profession should be sought in all cases.
3.06 Notwithstanding anything to the contrary herein, the Clients acknowledge, understand, agree, warrant, represent and covenant that any and all use whatsoever wheresoever of any FLI Forms shall be subject to all the terms and conditions of an intellectual property license (the “License”). The Clients acknowledge, understand, agree, warrant, represent and covenant that the Company retains all ownership and copyright and all other rights pertaining to all the FLI Forms, and the Clients hereby irrevocably assign any and all of their rights and interests in all the FLI Forms to FLI with no further compensation and/or royalties. The Clients acknowledge, understand, agree, warrant, represent and covenant that they shall make no use of the FLI Forms without a valid License.
3.07 The Company makes no representations or warranty, express or implied, as to the legal effect and/or completeness of any FLI Forms for any usage or purpose whatsoever. The Company hereby disclaims any and all liability with respect to the use or reliance on the FLI Forms by any party. The Company recommends that the Clients obtain an attorney and/or other qualified competent professional to ensure that any FLI Forms are suitable for any intended use or are modified to meet the laws of the Clients’ province, state, country and/or the circumstances in which any FLI Forms are being used. Unless otherwise specifically stated, the advice, documents, materials and information provided by the Company, as well as any FLI Forms, are made available to the Clients for use as an example of template content information and may not reflect the realities of an actual project, transaction or situation.
3.08 THE INTENT OF ANY FLI FORMS IS TO ASSIST THE CLIENTS TO CREATE SUITABLE DOCUMENTS OF THEIR OWN. THE COMPANY SHALL NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, AND/OR USEFULNESS OF ANY INFORMATION, PRODUCT OR PROCESS DISCLOSED IN THE FLI FORMS.
3.09 The Clients acknowledge and confirm that any use of the FLI Forms shall be at solely the Clients’ own risk. The Company provides the FLI Forms as an educational, example and illustrative service to the Clients and the Clients acknowledge and confirm the Company is NOT providing any Legal, Accounting, Financial and/or Professional Advice of ANY kind. The Clients acknowledge, confirm and represent that by the Company providing the FLI Forms the Company shall in no event be deemed as acting as the Clients’ lawyer, accountant, financial adviser and/or professional advisor. At any time, details in the FLI Forms may not reflect important changes made by any party, entities and/or government. The Company shall not be liable for any loss and/or damages of any nature, either direct or indirect, arising from any use of the FLI Forms. THE CLIENTS ACKNOWLEDGE AND CONFIRM THAT PRIOR TO ANY USE OF ANY OF THE FLI FORMS THE CLIENTS SHALL READ CAREFULLY AND VERIFY INFORMATION BEFORE MAKING ANY DECISIONS AND/OR PROCEEDING.
3.10 In conjunction with the Coaching that the Clients participate in with the Company, the Clients may be exposed and/or introduced to various people, organizations and/or opportunities outside of the Company. Should the Clients pursue and/or develop such opportunities and/or contacts the Clients do so entirely at their own risk and the Company makes no representations or warranties and provides no certifications or assurances thereto.
3.11 The Clients hereby finally and irrevocably releases the Company from any and all liability arising as a result of the application of any FLI Forms, and/or materials and/or information offered and/or opportunities, financial and/or otherwise exposed to, and/or outside sources exposed and/or introduced to, prior to and/or during and/or after the Effective Date, and furthermore the Clients does for itself and for its successors and assigns, remise, release and forever discharge, the Company, from any and all liabilities, causes of action, actions, claims (including but not limited to any claims for personal injury, property damage, or infringement of copyright, trademark, patent or other proprietary right), expenses, court costs, attorney fees (including: any fees and/or costs incurred on appeal, and all costs of a solicitor(s) and their own client costs on a full indemnity basis), proceedings, demands, suits, debts, duties, damages, omissions, negligent acts, judgments, injuries sustained, loss incurred, interest and costs of any nature or kind whatsoever, wheresoever, whether at law or at equity and whether known or unknown and whether suspected or unsuspected which the Clients, it’s officers, directors, employees, successors, assigns, heirs, administrators executors and/or respective successors and assigns, have or hereafter can, shall or may have relating to the Company and any matter relating to or arising from dealings between the Clients and the Company however arising. It is further understood and agreed that nothing in this release is to be construed as an admission of liability in connection with any matter for which this release is given.
3.12 The Clients acknowledge that they have been advised to seek independent legal advice prior to entering into this Agreement and that by entering into this Agreement the Clients represent and warrant that they have either obtained such advice or have waived their right to such advice.
3.13 I confirm and acknowledge that I am entering into this Agreement freely and voluntarily and without coercion or undue influence on the part of the Company and I am not under duress of any kind. I confirm and acknowledge all of this as evidenced by clicking on the ‘I Agree’ button, checkbox, and/or link.
3.14 The Clients further confirm, acknowledge and agree that they have received value by entering into this Agreement. The Clients warrant that they are aware that they may obtain information and practices from other entities, but have chosen to obtain information and practices from the Company.
3.15 I affirm that I have read and understand the contents of this Agreement as evidenced by my clicking on the ‘I Agree’ button, checkbox, and/or link.
ARTICLE 4: GENERAL PROVISIONS
4.00 Termination. This Agreement can be terminated by either Party upon THIRTY (30) days written notice to the other Party. This Agreement shall terminate upon any Breach by the Clients.
4.01 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements and understandings whether oral or written between the Parties with respect thereto and there are no oral or written agreements, promises, warranties, guarantees, terms, conditions, representations, collateral agreements, inducements, agreements, past agreements, and/or statements verbally or otherwise, whatsoever, express or implied, between the Parties hereto, other than those contained in or contemplated by this Agreement.
4.02 Further Assurances. Each of the Parties will at all times and from time to time and upon reasonable request of the other, execute and deliver all such further and other documents and instruments and do and perform all such further and other acts and things as are reasonably required or desired for the purpose of evidencing or giving full force and effect to the terms, conditions, representations and warranties set out in this Agreement.
4.03 Construction. The division of this Agreement into sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement and shall not be deemed to constitute a part of this Agreement nor affect the meaning of same.
4.04 Governing Law. This Agreement and all matters arising hereunder will be governed by and construed in accordance with the laws of the Province of British Columbia and the Federal laws therein, which will be deemed to be the proper law hereof, and the courts of such Province will have the exclusive jurisdiction to entertain and determine all claims and disputes arising out of or in any way connected with this Agreement or the validity, existence and enforceability hereof.
4.05 Severability. If any provision of this Agreement or any part hereof is determined to be invalid, it will be severable and severed from this Agreement and the remainder of this Agreement will be construed as if such invalid provision or part had been deleted from this Agreement.
4.06 Survival. Each Party agrees that the obligations in this Agreement shall continue to be valid, binding and enforceable and shall not merge upon the Parties entering into any other contractual relationship with each other. Each Party agrees and understands that only the provisions and obligations specifically designated to survive termination of this Agreement shall survive in perpetuity upon termination of this Agreement, and termination of this Agreement for any reason whatsoever, whether with or without cause, or however arising, shall not release either Party from such surviving provisions and obligations, even if a Party has separate claims against any other Party.
4.07 Non-limiting. The word "including", when following any general statement, will be construed to refer to all other things that could reasonably fall within the scope of such general statement, whether or not non-limiting language (such as "without limitation" or "without limiting the generality of the foregoing") is used with reference thereto. Terms such as "hereunder" and "herein" refer to this Agreement as a whole and are not limited to any specific provision or provisions of this Agreement.
4.08 Notices. Any demand or notice given pursuant to or in respect of this Agreement will be in writing and delivered personally by hand or pre-paid courier to the Parties at the Parties address set out in this section, or such other address as either Party may specify in writing from time to time in accordance with this section. Any demand or notice will be deemed to be received on the day of actual delivery.
To FLI: Suite #401, Bag 9000, 190B Trans Canada Hwy NE, Salmon Arm, BC, V1E 1S3
To the Clients: At the physical address and/or email address the Clients enter into the Company’s computer system.
4.09 Amendment. This Agreement may be altered or amended only by an agreement in writing signed by all the Parties.
4.10 Reasonableness and Scope. All Parties acknowledge and agree that the restrictions, limitations and terms contained in this Agreement are reasonable as to the scope and duration and are necessary to protect each Party’s proprietary interests and to preserve their competitive advantage. FLI shall not be liable for lost profits, nor for any special, incidental, indirect, or consequential damages of any kind whatsoever, whether arising out of or related to, directly or indirectly, this Agreement or other contract, or any alleged breach thereof, negligence or other tort, or otherwise, and whether or not FLI has been advised of the possibility or likelihood of such damages. The Clients hereby waive any defence to the strict performance of the restrictions, limitations, provisions and terms contained in this Agreement by FLI. In the event that any of the restrictions, limitations, provisions, and/or terms contained anywhere in this Agreement are deemed to exceed the time, scope and/or any other limitations prescribed by applicable law, then such provisions of this Agreement shall be reformed to be the maximum of time, scope, and/or any other limitations permitted by applicable law (the “Scope Reduction”), and such Scope Reduction shall be limited to be the smallest reduction in time, scope and other limitations required by such applicable law, and the remaining restrictions, limitations, provisions and terms herein shall nevertheless continue to operate to the maximum time, scope and any other limitations available without violating such applicable law.
4.11 Authority and Authorization. The Clients represent, declare and warrant, that they have all necessary power and authority to bind the corporate entity which they are signatory for as a Party to this Agreement, and that this Agreement has been authorized and approved by all necessary corporate actions. The Clients represent, declare and warrant that entering into this Agreement is not restricted or prohibited by any existing agreement or prior agreement to which they are party. The Clients shall provide to FLI concurrently with the execution and delivery by the Clients of this Agreement all such evidence of authority to act including, without limitation, designations of authorized persons and certified copies of charter documents and resolutions, as FLI may require. FLI may continue to rely on all such evidence until notice to the contrary given hereunder has been received by it.
4.12 Counterparts. This Agreement may be executed in any number of original counterparts, with the same effect as if the Parties had signed the same document, and will be deemed effective on the Effective Date when one or more counterparts have been signed by all Parties. All counterparts shall be construed together and evidence only one agreement, which, notwithstanding the dates of execution of any counterparts, shall be deemed to be dated the Effective Date, and only one of which need be produced for any purpose. This Agreement may be signed by original or by facsimile in one or more counterparts, and upon delivery by facsimile such counterpart will constitute an original of this Agreement. Execution and delivery of this Agreement by facsimile transmission will be legally binding upon the Parties.
4.13 Binding Effect. This Agreement will enure to the benefit of and be binding upon the heirs, executors, administrators, legal representatives, successors and assigns of the Parties, as applicable.
4.14 Assignment. FLI shall have the right at all times, and without the consent of, or notice to, the Clients, to assign or transfer any and all of FLI's right, title and interest in this Agreement, the License, and any and all FLI Forms. The Clients may only transfer or assign this Agreement to another party with the prior express written consent of the FLI president whose consent may be arbitrarily withheld.
4.15 Failure to Notify. Failure of FLI to insist on strict compliance with any of the provisions, terms, covenants or conditions of this Agreement shall not be deemed a waiver of that provision, term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times under this Agreement. Except as may be limited herein, FLI may, in FLI’s sole and absolute unfettered discretion, exercise any and all rights, powers, remedies and recourses available to FLI under this Agreement or any other remedy available to FLI and such rights, powers, remedies and recourses are cumulative and may be exercised concurrently or individually without the necessity of making any election.
4.16 Waiver of Claims. The Clients hereby waive any and all rights to assert affirmative defences or counterclaims in any action instituted by FLI with the exception of an affirmative defence based upon becoming fully compliant with all the terms, conditions and provisions of this Agreement. Other matters may be only advanced in a separate lawsuit.
4.17 Injunction. Each Party acknowledges that a breach by the Clients or any of its’ respective representatives of any obligation under this Agreement may cause irreparable harm to FLI which may be difficult or impossible to ascertain, and that an award of damages (including the Pre-Negotiated Damages) will not be a sufficient remedy for such breach. Accordingly, FLI will be entitled to specific and strict performance of this Agreement and an injunction to prevent any breach or threatened breach of this Agreement, without having to show any actual damage or that monetary damages would not provide an adequate remedy, and without any bond or other security being required. No remedy is exclusive, but each is cumulative and in addition to any other remedy otherwise available at law or in equity.
4.18 Joint and Several. If any of the Parties is comprised of more than one person, then all of the covenants, agreements, representations and warranties of each of the persons comprising such Party will be joint and several covenants, agreements, representations and warranties.
4.19 Currency. All dollar amounts referred to in this Agreement are Canadian dollars.
4.20 Personal Pronouns. It is expressly understood and agreed by all Parties that all words and personal pronouns in this Agreement shall be read and construed as agreeing with the number and gender of the party or parties referred to in each case as required and the verb shall be construed as agreeing with the required word and/or pronoun as required, the “Reading”, and such Reading shall ensure the maximum of extent, time, scope and any and all other limitations available within the terms, provisions and definitions of this Agreement.
4.21 Acknowledgements. The Clients acknowledge that the Clients have read this Agreement, understand it, agree to it, and have been given a copy. The Clients further have been advised to seek legal, tax, technical expertise, and any other counsel of the Clients’ choosing concerning this Agreement and prior to signing, and does not rely on any representations made by FLI in entering into this Agreement. All Parties acknowledge that they have received all other documents that make up this Agreement, including any schedules or addendums which form part of this Agreement.
4.22 Time. Time is of the essence for this Agreement.
IN WITNESS WHEREOF the Clients have clicked on the ‘I Agree’ button, checkbox, and/or link.