Terms & Conditions of Training.

This Training Agreement (the “Agreement”) is made as of the date of the last signature below (the “Effective Date”) between:

Lena Fontaine Quiros, carrying on business as ShapeFX (the “Coach”); and

the individual named in the signature block at the end of this Agreement (the “Client”).

The Coach and the Client are each a “Party” and together the “Parties.”

 

1. Purpose and Scope of Training

The Coach will train the Client in the ShapeFX® Method of lymphatic drainage (the “Method”). The training comprises approximately eight (8) hours of instruction, delivered in person over one (1) day at a location agreed by both Parties.

Because the duration is an estimate, the Coach may reasonably adjust the schedule or workload, with notice to the Client, provided that the substance of the training described in this Agreement is delivered.

The training includes: (a) theoretical and practical in-person instruction; (b) a course handout in PDF format; (c) a certificate of completion and qualification in the Method; and (d) access to the Coach for questions and clarification for six (6) months following the training date.

 

2. Fees

The total fee for the training is as shown on the website.

3. Course Materials and Intellectual Property

All course materials, whether audiovisual or written (the “Materials”), are the exclusive property of the Coach and are protected under the Copyright Act (Canada) and other applicable Canadian intellectual property and trade-secret law.

The Client shall not reproduce, transmit, distribute, publish, store, record, display, copy, sell, resell, or otherwise exploit the Materials, in whole or in part, by any means, without the Coach’s prior written consent.

The Client acknowledges that unauthorized reproduction or distribution of the Materials may expose the Client to civil liability, including liability for damages, an accounting of profits, and injunctive relief, and may also engage remedies available under the Copyright Act (Canada) and other applicable legislation.

If the Coach reasonably determines that the Client has misused the Materials, the Coach may suspend or terminate the Client’s access to the Materials and terminate this Agreement on notice, without prejudice to any other remedy available to the Coach at law.

Any intellectual property provided to the Client by the Coach remains the sole property of the Coach, including copyrights, trademarks, trade-secret rights, and other intellectual property rights associated with the ideas, concepts, techniques, processes, works of authorship, and confidential information underlying the Method.

 

4. Attendance

The Client is responsible for attending the full training in accordance with the schedule provided. The training is considered complete once the scheduled program has been delivered.

Subject to Section 8 (Cancellation and Refunds) and to the Client’s statutory rights, a Client who does not attend the training is not entitled to a replacement session, refund, credit, discount, or other compensation.

 

5. Use of the Method and the Marks

In this Section, “the Marks” means the name “ShapeFX,” the “ShapeFX® Method” designation, and the associated logos and branding of the Coach.

(a) The Coach grants the Client a limited, non-exclusive, non-transferable, and revocable licence to use the Marks solely to identify that the Client offers services based on the Method, in accordance with any brand guidelines the Coach provides. This licence terminates automatically on termination of this Agreement.

(b) When marketing services derived from the Method, the Client shall identify those services as the “ShapeFX® Method” and may use the Marks under the licence granted in this Section. The Client shall not use the Marks in any manner that misrepresents the Client’s qualifications or that disparages the Coach.

(c) The Client shall not represent or advertise services as the “ShapeFX® Method” unless those services materially follow the Method as taught by the Coach.

(d) The Method, as a named and proprietary system, together with the Coach’s confidential Materials and know-how, remains the exclusive property of the Coach. The Client shall not teach, license, sell, franchise, sublicense, or otherwise disseminate the ShapeFX® Method, shall not train any third party in the ShapeFX® Method, and shall not use the Coach’s confidential or proprietary Materials to train any third party, at any time, without the Coach’s prior written consent.

(e) For clarity, the restriction in paragraph (d) is limited to the proprietary ShapeFX® Method and the Coach’s confidential Materials. It does not restrict the Client from practising, performing, or teaching general lymphatic drainage, lymphatic massage, or other massage techniques that are not proprietary to the Coach.

(f) The Client shall not adopt, rename, or hold out the Method as the Client’s own system while using procedures that are substantially identical to those taught in the Method.

(g) The pricing the Client charges for the Client’s own services is determined at the Client’s sole discretion. Nothing in this Agreement requires the Client to charge any minimum or specified amount.

(h) The Client authorizes the Coach to republish, in the Coach’s social media and website, results and images of work the Client produces in connection with the training, where the Client has provided such results or images to the Coach for that purpose. The Client may withdraw this authorization on written notice.

 

6. Liability, Indemnity and Disclaimers

(a) The Client practises independently and is solely responsible for the services the Client provides to the Client’s own patients and clients, including for obtaining any necessary medical clearance and for appropriately disclosing contraindications. The Coach is not responsible for any injury, loss, or damage arising from the Client’s practice, including from incorrect or negligent application of the Method by the Client.

(b) The Client shall indemnify the Coach against claims brought by the Client’s patients, clients, or other third parties arising from the Client’s own practice, except to the extent such claims are caused by the Coach’s own negligence or wilful misconduct.

(c) Except as cannot be excluded or limited by applicable law, the Coach’s total aggregate liability under or in connection with this Agreement is limited to the total fees actually paid by the Client, and the Coach is not liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, lost savings, or loss of data.

(d) Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, or for personal injury or death caused by negligence to the extent the law prohibits its exclusion.

(e) The Coach will provide the training with reasonable care and skill. Except as required by law, the Coach makes no further guarantee, representation, or warranty of any kind regarding the training or the commercial results the Client may achieve.

 

7. Registration

Registration closes ten (10) days before the scheduled training date.

A registration is confirmed only upon the Coach’s receipt of payment and of a completed copy of this Agreement signed by the Client.

 

8. Cancellation and Refunds

(a) Statutory rights prevail. Nothing in this Section limits any cancellation, cooling-off, or refund right the Client may have under Alberta’s Consumer Protection Act or other applicable law. To the extent any provision of this Agreement conflicts with such rights, the statutory rights govern.

(b) Subject to paragraph (a): if the Client cancels a confirmed booking, including because of an unexpected emergency such as serious illness or a safety issue, the Client may re-book on a date offered by the Coach. If no suitable date is available, the Coach will refund eighty percent (80%) of the fees paid, less any deposit identified as non-refundable under paragraph (c).

(c) Subject to paragraph (a), any deposit that is identified in writing as non-refundable at the time of payment is non-refundable.

(d) Subject to paragraph (a), once the training has been delivered, no refund is payable.

(e) The Coach is not responsible for reimbursing the Client’s travel, accommodation, or other incidental or third-party expenses in any circumstance, including where either Party cancels or where the Coach changes the training date.

 

9. Confidentiality

The Client shall keep confidential the Coach’s confidential information and Materials, and the terms of this Agreement, and shall not disclose or use them except as permitted by this Agreement or as required by law.

The Client’s confidentiality obligations relating to the Coach’s trade secrets and proprietary Materials continue indefinitely, including after this Agreement ends.

 

10. Independent Relationship and Non-Exclusivity

This Agreement is not an exclusive arrangement. The Coach may enter into similar agreements with other clients.

Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship between the Parties. The Client is and remains an independent practitioner.

 

11. Remedies

The Client acknowledges that a breach of Section 3, Section 5, or Section 9 may cause the Coach harm that cannot be adequately compensated by damages alone.

Accordingly, in addition to any other remedy available at law, the Coach is entitled to seek injunctive and other equitable relief, and to recover its actual damages and an accounting of any profits the Client derived from the breach.

 

12. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

 

13. Dispute Resolution

The Parties will first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiation, and then through mediation conducted in the Province of Alberta, before commencing court proceedings.

Either Party may, however, apply to a court at any time for urgent injunctive or interim relief. The courts of the Province of Alberta have jurisdiction over any dispute not resolved through mediation.

 

14. Legal Costs

In any dispute concerning this Agreement, the successful Party is entitled to recover its reasonable legal costs from the other Party, subject to any order or discretion of the court.

 

15. Amendment

The Coach may make reasonable adjustments to the training schedule and logistics, with notice to the Client. Any other amendment to this Agreement must be in writing and signed by both Parties.

 

16. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be void or unenforceable, that provision shall be severed, or read down to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect.

 

17. Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, representations, and conditions, whether oral or written, relating to that subject matter.

 

18. Independent Legal Advice

Each Party acknowledges that they have read and understood this Agreement, that they have had the opportunity to obtain independent legal advice before signing, and that they enter into this Agreement voluntarily.