4ELinc.

55 Northfield Drive East – Suite 132

Waterloo, Ontario. Canada. N2K 3T6.

Tel: +1 | 519 | 591 | 8531

​

 

Account Associate Agreement

 

​

This Agreement is entered into and is effective on the date this Agreement is accepted by the applicant, as evidenced by their signature or execution of this Agreement, or indication of their acceptance of this Agreement by specifically clicking their assent via a check box on the Internet, hereinafter the “Effective Date”, and this Agreement is by and between 4ELinc.  and includes its subsidiaries, affiliates, successors and assigns, hereinafter the “Company”, and the applicant, to include it’s parent, subsidiaries, associates, affiliates, successors, assigns, agents, co-venturers, subcontractors, and independent contractors, which is corporately duly organized or incorporated in the Province or State as indicated by the applicant, and the applicant in his individual capacity, hereinafter the “Account Associate”.

 

WHEREAS, the Company is in the business of providing professional and avocational learning, practical education, books, courses, a social media platform, web based community development, and a support framework which promotes and connects goods and services providers with customers as well as energy production and energy conservation technologies.

 

WHEREAS, the Account Associate is an individual or other legal entity; and

 

WHEREAS, both the Company and the Account Associate desire to enter into a binding agreement in accordance with the terms and conditions set forth below.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree 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 Company Definitions. For the purposes of both the brevity and clarity of this Agreement, the Company and the Account Associate acknowledge and agree that there is additional documentation which contains specific definitions of certain words and phrases used throughout this Agreement, hereinafter the “Company Definitions”. The Company and the Account Associate acknowledge and agree they have each received a copy of the Company Definitions. For further clarity: In the case of a word with a specific definition, these have been written with the first letter of the word capitalized, for example: “Event” means the definition given in the Company Definitions, while “event” has its regular unaltered meaning within the English language. Similarly, in the case of a phrase with a specific definition, these have been written with the first letter of each word in the phrase capitalized, for example: “Written Consent” means the definition given in the Company Definitions, while “written consent” has its regular unaltered meaning within the English language. It is expressly understood and agreed by all Parties that all words with a specific definition 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 word with a specific definition as required.

 

1.02 Agreement Definition. For the purposes of this agreement, the term “Agreement” means the Account Associate Agreement, hereinafter the “Agreement”.

 

1.03 Revision of Company Definitions. The Company and the Account Associate acknowledge and agree that the Company Definitions may be revised from time to time by the Company and that such revision will take effect thirty (30) days after the Company publishes, in an area on the Company website which is accessible to the general public, all of the following:

a. notice of such revision; and

 

b. Company Definitions which have been signed, dated and executed by a Signing Authority, hereinafter a “Company Definitions Revision”.

 

If the Account Associate does not accept all the definitions and/or provisions of any Company Definitions Revision within the thirty (30) daytime frame, the Account Associate is expected to exercise his termination rights pursuant to Article 7 of this Agreement. Failure to terminate this Agreement within the thirty (30) daytime frame shall be deemed acceptance by the Account Associate of all the terms, provisions and definitions of any revised Company Definitions.

 

1.04 Reasonable Definitions. The Parties acknowledge that the definitions within this Agreement are reasonable as to their scope and duration and are necessary to protect the Company’s proprietary interests and to preserve the Company’s competitive advantage. In the event that any of the definitions within this Agreement are deemed to exceed the time, scope and/or any other limitations prescribed by applicable law, then such affected definitions shall be reformed to mean and include, the maximum of time, scope, and any other limitations permitted by applicable law.

 

ARTICLE 2: THE ACCOUNT ASSOCIATE

 

2.00 As compensation for the Account Associate, the payments are based on:

 

a.  30% in CDN dollars of all products listed on the 4ELinc. website with these exceptions:

​

                  i)  Stingray Wind Energy System Pre Purchase: $1,000 in U.S. dollars.

                  j)  Stingray Wind Energy System Pre Order: $10 in U.S. dollars.

                  k)  HFG Energy Optimization System: $3,000 in U.S. dollars.

                  l)  HFG Energy Optimization System Distributor License: $10,000 in U.S. dollars.

 

​

b. All Refunds will be issued by the Company in:

i. the same way and/or manner the Purchase was transacted;

ii. other means as determined by the Company Ombudsman.

​

2.01 The Account Associate agrees, acknowledges and understands that they:

a. are strictly forbidden to subcontract, delegate, assign their Account to any third party.

 

b. shall not share, divulge or otherwise cause their Accoun  to be used by anyone other than the designated Member.

 

2.05 The Account Associate shall at all times, in good faith perform all duties and responsibilities that may be required of the Account Associate, pursuant to the express and implicit terms of this Agreement, and to the reasonable satisfaction of the Company. Such performance and adherence shall include Prompt Response to Company inquiries or recommendations made via phone, scan, email or physically in writing.

 

2.06 The Company will not, under any circumstances, condone or tolerate harassment of or discrimination by the Account Associate to any Client, based on race, color, religion, creed, age, sex, national origin or ancestry, pregnancy, marital status, disability, or on the basis of any other condition or characteristic protected by federal, provincial/state or local law. The Account Associate agrees, acknowledges and understands that violation of the terms of this section by the Account Associate shall be grounds for disciplinary action, up to and including termination of this Agreement.

 

2.07 The Account Associate understands and agrees that they are not a representative for the Company and are not authorized to make public statements to any third parties, including members of the media, on the Company’s behalf. Should the Account Associate be approached by any third parties requesting a public statement, the Account Associate agrees to direct such individuals to the Company’s headquarters where the request can be directed to a Company representative authorized to speak to the public.

 

ARTICLE 3: THE COMPANY

3.00 The Company shall serve the ACCOUNT ASSOCIATE, in an independent capacity, by being responsible for payments specified in Article 2.

 

ARTICLE 4: REVISIONS

4.00 The Account Associate agrees that revisions shall be made from time to time by the Company and will take effect thirty (30) days after the Company provides the revised Account Associate Agreement to the Account Associate with Written Consent, hereinafter a  "Revision”, which may be sent electronically to the Account Associate's electronic mail address on file with the Company. If the Account Associate does not accept all the terms, provisions and definitions of any revised Account Associate Agreement  within the thirty (30) daytime frame, the Account Associate is expected to exercise his termination rights pursuant to Article 8 of this Agreement. Failure to terminate this Agreement within the thirty (30) daytime frame shall be deemed acceptance by the Account Associate of all the terms, provisions and definitions of any revisions to the Agreement.

 

ARTICLE 5: PROPERTY RIGHTS

5.00 The Account Associate grants the Company the right to photograph, and record, and videotape, hereinafter the “Recordings”, any presentation in which the Account Associate participates at any event for commercial and/or non-commercial purposes and the Company retains all ownership and copyright and all other rights pertaining to the Recordings and the Account Associate hereby assigns any and all of their rights and interests in such Recordings to the Company.

 

5.01 The Account Associate agrees it has no right to use the Company Materials in any manner whatsoever except with a valid License and only on the terms and conditions set forth in this Agreement. The Account Associate agrees that the Company owns all rights, title, and interest in and to the Company Materials and all attendant goodwill. Any License granted to the Account Associate terminates immediately upon termination of this Agreement and/or written notice of such License termination from the Company to the Account Associate . Upon termination of the License the Account Associate agrees to immediately cease any and all use of the Company Materials and any and all use of advertising, co-marketing, and/or publicity materials containing any amount or portion of the Company Materials. The Account Associate represents and warrants that it will not use the Company Materials except with a valid License.

 

5.02 The Account Associate agrees and acknowledges that the quality of the public image of an Account Associate with a License is critical to the reputation and goodwill associated with the Company and the Company Materials. The Account Associate agrees that the Company will suffer loss if the Account Associate fails to present a positive and professional image to Clients and the general public. The Account Associate agrees that it is in best interests of all Parties to present a positive and professional image to Clients and the general public.

 

ARTICLE 6: INDEMNIFICATION

6.00 The Account Associate hereby finally and irrevocably releases the Company from any and all liability arising as a result of the application of any 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 Account Associate 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 Account Associate , it’s officers, it’s directors, it’s employees, it’s successors and assigns, and/or heirs and administrators and executors and 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 Account Associate and the Company however arising. The Account Associate agrees that they are solely responsible to verify the status and integrity of any vendor and/or supplier affiliated with the Company. 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. These indemnification obligations shall survive the termination of this Agreement.

 

6.01 The Company reserves the right to retain whatever funds are due the Account Associate under this Agreement until 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 Company, have or hereafter can, shall or may have relating to the Account Associate and any matter relating to or arising from any dealings between the Account Associate and the Company And Associates however arising, are settled, and evidence satisfactory to the Company to that effect is provided to the Company.

 

6.02 The Account Associate agrees that in no event shall the Company be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by the Account Associate or any third party, whether in an action, contract or tort, arising from the Account Associate access to, use of, or inability to access, the Account Associate Privileges. Some jurisdictions do not allow the limitation or exclusion of liability. Accordingly, some of the above limitations may not apply.

 

6.03 The Company hereby excludes any and all other representations and warranties, express or implied, and expressly excludes warranties as to the merchantability of the Account Associate Privileges or their fitness for any particular purpose. The Company shall not be liable for any incidental or consequential damages. This Agreement is accepted by the Company upon condition that all the terms and conditions herein be accepted by the Account Associate, if not, the Account Associate must promptly cease use of all the Account Associate Privileges and notify the Company in writing. These terms supersede all prior oral or written terms or representations and may be waived or modified only by Written Consent.

 

ARTICLE 7: GENERAL PROVISIONS

7.00 Entire Agreement. With the exception of any Non-Disclosure Agreement, this Agreement between the Parties, respecting the subject matter of this Agreement, contains all of the covenants and agreements between the Parties with respect to that subject matter whatsoever. With the exception of any Non-Disclosure Agreement, each Party to this Agreement acknowledges that no representations, warranties, guarantees, collateral, inducements, promises, agreements, past agreements, and/or statements verbally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein. Each Party agrees and covenants to execute and deliver any further documents and do all acts and things that any Party may reasonably require in order to carry out the true intent and meaning of this Agreement. Furthermore, all Parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind any party to enter any future and/or further contractual relationship with any other party beyond what is contained herein.

 

7.01 Term. Agreement shall continue unless terminated by any Party upon thirty (30) days written notice provided to all other Parties, unless for just cause, in which event the Company shall have the right to immediately terminate this Agreement.

 

7.02 Failure to Notify. Failure of any Party 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, all Parties may, in their sole and absolute unfettered discretion, exercise any and all rights, powers, remedies and recourses available to them under this Agreement or any other remedy available to them and such rights, powers, remedies and recourses are cumulative and may be exercised concurrently or individually without the necessity of making any election.

 

7.03 Waiver of Claims. Each Party hereby waives any and all rights to assert affirmative defences or counterclaims in any action instituted by any Party with the exception of an affirmative defence based upon becoming fully compliant with all the terms, conditions and provisions of this Agreement, any Non-Disclosure Agreement, and any and all other agreements entered into between the Parties dated concurrent with or after this Agreement. Other matters may be only advanced in a separate lawsuit.

 

7.04 Severability. Each provision of this Agreement is intended to be severable. If any provision of this Agreement, or the application of such provision to any person, entity or circumstance, shall be held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable in any respect, hereinafter the “Invalid Portion”, the remainder of this Agreement, and the application of such provisions to persons, entities or circumstances other than to those as to which it is held invalid, void, illegal or unenforceable, shall not be affected thereby and the Agreement shall be construed as if the Invalid Portion were never a part hereof, and such Invalid Portion shall be limited to be the smallest reduction in extent, time, scope, and any other limitations as required by such court ruling, and the remaining provisions shall nevertheless continue in full force and to the maximum extent, time, scope and limitations available without being impaired, invalidated in any way, or violating such court ruling.

 

7.05 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. All Parties further acknowledge that during and after the expiration and/or termination of this Agreement, all Parties have the experience, opportunities, resources and capabilities, to obtain and enter into other arrangements that will not cause, and/or require, them to violate the covenants within this Agreement, and that specific enforcement and/or termination of this Agreement will not prevent any Party from remaining in business and earning a reasonable livelihood. The Company 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 the Company has been advised of the possibility or likelihood of such damages. All Parties hereby waive any defence to the strict performance of the restrictions, limitations, provisions and terms contained in this Agreement by any Party. 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, hereinafter 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.

 

7.06 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.

 

7.07 Applicable Law. This Agreement shall be exclusively governed by, construed and interpreted in accordance with, and subject to, the laws in force in the Province of Ontario and the Federal laws of Canada applicable therein. All Parties irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario. The Courts of the Province of Ontario shall have exclusive jurisdiction in reference to any matters contained herein.

 

7.08 Legal Action. Each Party agrees without protest, to immediately reimburse any Party for all actual and reasonable expenses incurred by way of the violation of any term or provision of this Agreement, any Non-Disclosure Agreement, and any and all other agreements entered into between the Parties dated concurrent with or after this Agreement, including but not limited to notices mailed or delivered by a Party due to another Party’s breach, all arbitration costs and court costs including costs of a solicitor and his own client costs on a full indemnity basis, and all collection costs, hereinafter the “Outstanding Costs”. Each Party acknowledges and agrees all Outstanding Costs are due immediately. Each Party acknowledges and agrees any payment made between any Parties will be applied first towards any Outstanding Costs. Each Party acknowledges and agrees that any amount due another Party shall first be applied to any Outstanding Costs. In any lawsuit brought by or against any Party in connection with this Agreement, any Non Disclosure Agreement, and any and all other agreements entered into between the Parties dated concurrent with or after this Agreement, all Parties waive any right to a jury trial. Notwithstanding any dispute arising between the Parties, all Parties must proceed diligently with the performance of this Agreement, any Non-Disclosure Agreement, and any and all other agreements entered into between the Parties dated concurrent with or after this Agreement.

 

7.09 Authority and Authorization. Each Party represents, declares and warrants, that they have all necessary power and authority to bind any 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, and each Party agrees he will provide to all Parties evidence of same upon the request of any Party. Any misrepresentations will bind the fraudulent party/signatory individually. Each Party represents, declares and warrants that entering into this Agreement is not restricted or prohibited by any existing agreement or prior agreement to which he is party, including, but not limited to, non-compete, non-solicitation, confidentiality, non-disclosure, employment, consulting, or independent contractor agreements.

 

7.10 Notice. Except as otherwise provided for in this Agreement, each notice, request, demand, consent, or other communication provided for or permitted under this Agreement shall be physically in writing, by email or by any other similar device, and shall only be effective immediately when delivered via electronic means, in person, or by courier, and if mailed shall be effective three (3) business days after being deposited in the mail, postage prepaid and addressed to the Party at the address set forth herein or at such other address as the Party may designate by written notice to the other. In the event of a mail stoppage or slow down, any notices that use physical means shall be delivered in person or via courier. The Account Associate agrees the contact information listed in their Account Associate Account, as provided to the Company during their initial sign up, will be the information for any notice to be given under this Agreement from the Company to the Account Associate. It is the responsibility of the Account Associate to contact the Company requesting the Company updates the information in their Account Associate Account.

 

To Company: Name: 4ELinc.. Address: 55 Northfield Drive East – Suite 132 City, Prov/State: Waterloo, Ontario. Canada PC: N2K 3T6 Copy to: James P. Moore.

 

7.11 Cooperation with Regulatory and Legal Investigatory Matters. Each Party understands that the Parties are regulated by a variety of Provincial and State and Federal governmental agencies and, from time to time, will be asked to provide certain information to such regulatory agencies. The Account Associate hereby agrees to provide complete assistance to the Company in responding to and complying with any formal or informal request by a regulatory agency for relevant information concerning any Party and/or any information for which any Party has firsthand knowledge. Each Party further understands and agrees that any Party may provide information in their possession which concerns any Party pursuant to any such requests.

 

7.12 Binding Agreement. This Agreement shall be binding on and inure to the benefit of the Parties and their respective subsidiaries, affiliates, heirs, executors, administrators, legal representatives, successors and assigns.

 

7.13 Force Majeure. Each Party shall not be responsible for any failure to perform under this Agreement, and any and all other agreements entered into between the Parties dated concurrent with or after this Agreement with the sole exception of any Non-Disclosure Agreement, due to unforeseen circumstances or to causes beyond their reasonable control, including but not limited to, acts of God, war, riot, embargoes, civil or military acts, terrorism, fire, flood, earthquakes, hurricanes, tropical storms, tornadoes, other natural disasters, strikes, transportation shortages, fuel shortages, energy shortages, labor shortages, material shortages, telecommunications failures, hacking, SPAM, computer failure, server failure, or software failure for so long as such event continues to delay that Party’s performance. If any force majeure event occurs, any Party affected thereby shall notify all Parties with Prompt Response and will use commercially reasonable efforts to minimize the impact of the event.

 

7.14 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 all provisions and obligations of this Agreement, except those terms provisions and sections specifically stating their survival, shall terminate upon the termination of this contract, and that such contractual termination for any reason whatsoever, whether with or without cause, or whether by the Company or by the Account Associate, shall release all Parties from all the non-surviving obligations contained in this Agreement, even if a Party has separate claims against any other Party.

 

7.15 Except as otherwise provided for in this Agreement, each Party shall bear all expenses incidental to the performance of its obligations under this Agreement.

 

7.16 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 the Account Associate has indicated their acceptance of this Agreement by specifically clicking their assent via a check box on the Internet. 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 and/or indication of acceptance of this Agreement by specifically clicking assent via a check box on the Internet, will be legally binding upon the Parties.

 

7.17 Each Party acknowledges that a breach by the Account Associate, or any of his representatives, of any obligation under this Agreement may cause irreparable harm to the Company which may be difficult or impossible to ascertain, and that an award of damages will not be a sufficient remedy for such breach. Accordingly, the Company 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, including damages.

 

7.18 If the contractual relationship between the Parties is terminated for any reason whatsoever, whether with or without cause, whether by the Account Associate or by the Company, this Agreement and any other contractual relationship will be at end. If the Parties later enter into a contractual relationship with each other, a new Agreement will be applicable to such new contractual relationship.

 

7.19 Ordinances and Statutes. Each Party shall comply with all Municipal, Provincial, State and Federal laws, statutes, and ordinances now in effect, or which shall be enacted in the future, and any violation of such shall be a complete and material breach of this Agreement.

 

7.20 Acknowledgement. It is expressly understood and agreed and the Parties hereby represent and declare to each other that they have read this Agreement in its entirety, agree to it, have been given a copy, and have been advised by their respective solicitors with respect to the contents herein, and fully understand the terms and legal effect of this Agreement.

 

7.21 Assignment. Except as otherwise provided for in this Agreement, the Account Associate shall only be permitted the right to assign or transfer this Agreement, any interest herein, and/or its obligations and/or responsibilities under this Agreement with Written Consent. The Company has the right to assign or transfer this Agreement.

 

7.22 Currency. Unless otherwise specified, all dollar amounts referred to in this Agreement are in Canadian dollars and U.S. dollars where specified.

 

7.23 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, hereinafter 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.

 

IN WITNESS thereof, the applicant has indicated their acceptance of this Agreement by specifically clicking their assent via a check box on the Internet, and for its part the Company accepts this Agreement as of the Effective Date.

 

Copyright © 2023 4ELinc.