Terms of Service

Welcome to Pwner Profit. These Terms of Use intend to explain our obligations as a service provider and your obligations as a customer. Please read them carefully.

These Terms are binding on any use of any Account and apply to you from the time that Pwner Profit provides you with access to any Account.

By registering to use an Account, you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using any Account. You are deemed to have agreed to these Terms on behalf of any entity for which you use any Account.

Pwner Profit reserves the right to change these terms at any time, effective upon the posting of modified terms to the website. Your continued use of any Account after the effective date of the revised terms constitutes your acceptance of these terms.

Pwner Profit will make reasonable efforts to communicate these changes to you via email or notification via the Website. You should ensure that you have read, understood, and agreed to the most recent terms available on the Website.

We have discovered a demand for us to sell our validated legal agreement templates and proven virtual systems, developed and refined over many years, that help startups convert contractor time into valuable equity (shareholder loans) to build their MVP and become fundable through our multi-month programs.

1. Definitions

2. Grant of License

(1) Pwner Profit grants you the right to access and use the content solely for your internal purposes for the duration of this Agreement. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

(2) you may not: (a) modify, adapt, decompile, disassemble, or reverse engineer any component of the Licensed digital goods; (b) create derivative works based on any component of the Licensed digital goods; (c) allow any third party to use or have access to any component of the Licensed digital goods or Documentation (whether via sublicense, lease, resale or otherwise); or (d) access or use any Account in a way intended to avoid incurring fees or exceeding use limits. Any copy of any component of the Licensed digital goods or Documentation made by you, including any partial copy, is the property of Pwner Profit and/or IMU Studios. You will include on each such copy all copyright, trademark, and other proprietary rights notices included by Pwner Profit on the originals, such as our tokenized digital goods and our influencer marketing platform.

3. Proprietary Rights

(1) You acknowledge and agree that: (a) the Licensed digital goods, agreement templates, and Documentation are the property of Pwner Profit or its licensors and not yours, and (b) you will use the Licensed digital goods and Documentation only under the terms and conditions described herein.

(2) You acknowledge that the Licensed digital goods agreement templates and Documentation contain valuable proprietary information and trade secrets of Pwner Profit and/or Pwner Profit that you shall take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, these Licensed digital goods. Without limiting the foregoing, you agree: (a) to take, concerning the Licensed digital goods, agreement templates, and Documentation at least those measures that you take to protect your confidential information; and (b) that the Licensed digital goods, agreement templates, and Documentation may not be disclosed, reproduced, summarized, distributed or used except as necessary to exercise the license granted hereunder.

(3) You are not obligated to provide feedback or suggest improvements to the Service to us (“Feedback”); however, if you do provide Feedback to us or our affiliates, we may use that Feedback without restriction.

4. Privacy Policy

(1) You agree to the terms of Pwner Profit's Privacy Policy, which is available on the Website at https://pwnerprofit.com/privacy.

5. Refund Policy

(1) We offer a 30-day refund policy for all eligible digital purchases. If you are not satisfied with your purchase, you may request a full refund within 30 days of purchase, provided the product has not been downloaded, accessed, or used beyond a reasonable trial. Refunds will not be issued for completed services or fully consumed digital content.

(2) Refund method: Refunds are provided in the original payment method.

6. Chargeback Policy

(1) Communication and Transparency

We emphasize the importance of open communication between the merchant and the customer. The company agrees to promptly address customer concerns and provide clear communication. We ask that you proceed with these steps to help prevent disputes from escalating into chargebacks.

(2) Chargeback Process

The merchant agrees to comply with any fair process for handling chargebacks. Additional fees, legal representation, or penalties that may apply could be at the cost of the consumer should the request come after 30 days, be deemed to be unreasonable, or the digital goods already be in use.

(3) Compliance with Laws and Regulations

The laws of the Province of British Columbia govern this agreement, and the parties attorn to such jurisdiction. Except for Employment Standards conflicts, which contain no legal jurisdiction herein whatsoever. Under no circumstances will any decision to invoke an employment or equivalent relationship void this agreement ab initio.

(4) Dispute Resolution Procedures

Any disputes or claims between the parties hereto arising shall be resolved by submission of the same for resolution by Alternate Dispute Resolution according to the Province of B.C., CANADA, Rules relating thereto. In so agreeing, the parties expressly waive their right to further judicial proceedings of any kind whatsoever, if any, on these issues and further agree that the award of the ADR award shall be final and binding upon them as though rendered by a court of law and shall be enforceable in any court having jurisdiction over the same.

7. Term and Termination

(1) The license granted under this Agreement for the Licensed digital goods enters into force starting from the moment of registration, and it shall be perpetual unless terminated.

(2) Pwner Profit, at its sole discretion, may suspend or terminate this Agreement with immediate effect if:

• Pwner Profit suspects that you are endangering the Licensed digital goods, the Licensee Content of any other customer, or your use of any Account is fraudulent or could subject us, our affiliates, or any third party to liability;
• You commit any material breach of your obligations under this Agreement, which, in the case of a breach capable of remedy, is not remedied within fourteen (14) days of the date of service of a written notice specifying the breach and requiring it to be remedied;
• You hold any meeting with or propose to enter into or have proposed to it any arrangement or composition with your creditors (including any voluntary arrangement as described in the Insolvency Act 1986), you have a receiver, administrator or other encumbrancer take possession of or appointed over or have any distress, execution or other process levied or enforced (and not discharged within seven (7) days) upon the whole or substantially all of your assets, or you cease to carry on business or become unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986;
• You have or may become incapable of performing your obligations under this Agreement;
• Our rights to the digital goods or other technology we use to provide the Licensed digital goods expire, terminate, or require us to change the Licensed digital goods; or
• Such action is required to comply with the law or a request of a governmental entity.

(3) This Agreement and the license granted in this Agreement may be terminated by Pwner Profit after ten (10) days' written notice upon the occurrence of one or more of the following:

• Upon your attempt to reverse engineer the Licensed digital goods or in any other way to use the Licensed digital goods in a manner inconsistent with Section 2 above.
• Upon any other breach by you of your material obligations under this Agreement or any support agreement with Pwner Profit relating to the Licensed digital goods.

(4) This Agreement and the licenses granted in this Agreement may be terminated by Pwner Profit for any reason after thirty (30) days' written notice.

(5) Should this Agreement be terminated, you agree to return or certify to the destruction of all copies of the Licensed digital goods (including the SDKs) and Documentation in your possession, and all amounts owed by you under this Agreement shall be immediately due and payable. To remove all doubt, all rights and licenses granted to you hereunder shall immediately terminate upon any termination or expiration of this Agreement.

(6) The terms set out in sections 3, 9, 10, and 11(5) survive termination, cancellation, or expiration of this Agreement.

8. Confidentiality

(1) You undertake, for the duration of this agreement and thereafter, to keep secret any Confidential Information received or which could be gained in the process of performing the Agreement and not to use it for any purpose other than the performance of your obligations under this Agreement.

(2) Your obligations of confidentiality and non-use shall not apply to any information or data which:

• becomes public knowledge otherwise than as a result of any act or default by you;
• is public knowledge at the time of its receipt by you;
• is required to be disclosed by law to any governmental or other authority or regulatory body provided that, where practicable, the requirement to disclose is first notified to Pwner Profit so that Pwner Profit may first exhaust any rights of appeal it may have against such requirement.

(3) You may disclose Confidential Information to your:

• directors or employees, or any members of your group that need to have access to it for the Agreement; and/or
• Professional advisers subject to appropriate conditions of confidentiality.

(4) You shall ensure that any of your directors, employees, and advisers shall comply with the obligations of confidentiality contained in this clause.

9. Warranty and Liability

(1) Pwner Profit warrants to and undertakes with you that:

• Pwner Profit will use its reasonable efforts to provide any Account with reasonable care and skill, following the terms of this Agreement; and
• Pwner Profit has the full right of power and authority to enter into this Agreement.

(2) EXCEPT FOR THE EXPRESS WARRANTIES OUTLINED IN THIS CLAUSE, any Account IS PROVIDED ON AN “AS IS” BASIS, AND your USE OF any Account IS AT your OWN RISK. Pwner Profit DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Pwner Profit DOES NOT WARRANT THAT any Account WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

(3) Pwner Profit DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM ITS NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF THE INTERNET ACCOUNT PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR OMISSIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH Pwner Profit WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, Pwner Profit CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, Pwner Profit DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

10. Security

(1) You are responsible for properly configuring and using the Licensed digital goods and otherwise taking reasonable steps to prevent security breaches and secure and back up Licensee Content.

(2) You are responsible for maintaining the confidentiality of any passwords that are required to access the Licensed digital goods and are solely responsible for any damage caused by any such unauthorized access.

11. General

(1) All notices under this Agreement to you shall be sent to the email addresses specified at registration or provided by you on the Website. All notices under this Agreement to us must be via email to legal (at) pwnerprofit.com, or by personal delivery, overnight courier, or certified mail to Pwner Profit, Box 20, 7528 Upper Balfour Road, Balfour BC V1L 7E6; notices provided via registered or certified mail will be effective five business days after they are sent.

(2) This Agreement shall be governed by the laws of Canada, without reference to conflicts of law principles. Both parties expressly agree to submit to the exclusive jurisdiction and venue of British Columbia as to any legal action brought to enforce, interpret, or receive damages for a breach of this Agreement. All communications and notices made or given under this Agreement must be in the English language.

(3) This Agreement is subject to all present and future regulations and restrictions of the government and agencies of all applicable government entities, and each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations. you agree that you will not ship or divert the Licensed digital goods or the Documentation with respect thereto for use in any country or countries in contravention of the laws and regulations of such government or agencies or knowingly cause or permit such shipping or diversion without the prior written approval of such government or agencies. you represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties. You are solely responsible for compliance related to how you choose to use any Account, including your transfer and processing of Licensee Content and any End User data, and the provision of Licensee Content to End Users.

(4) If any provision in this Agreement is found or held to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect.

(5) A waiver of a breach or default under this Agreement shall not be a waiver of any other breach or default. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless accompanied by a clear written statement that such term or condition is waived.

(6) This Agreement may not be assigned by you, including an assignment by operation of law, without the prior written consent of Pwner Profit, which consent shall not be unreasonably withheld.

(7) neither party will be responsible for any failure to perform due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in the processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises.

(8) This Agreement contains the entire understanding of the parties concerning the matters contained herein. There are no promises, covenants, or undertakings other than those expressly set forth herein, and any other terms and conditions are rejected regardless of content, timing, or method of communication. Any deviations from or additions to the terms of this Agreement must be in writing and will not be valid unless confirmed in writing by duly authorized officers of you and Pwner Profit.

(9) Unless explicitly requested otherwise in writing, you authorize Pwner Profit to include your name in Pwner Profit's customer reference lists and publicly distributed materials, such as brochures, commercial presentations, advertising, conference proceedings, press releases, etc., and to make use of such materials for external communication purposes without any restrictions.

(10) The parties are independent, and this Agreement may not be construed to create a partnership, joint venture, agency, or employment relationship. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. Each party reserves the right to (a) develop or have developed for its products, Accounts, concepts, systems, or techniques that are similar to or compete with the products, Accounts, concepts, systems, or techniques developed or contemplated by the other party, and (b) assist third parties who may offer products or Account which compete with the other party's products or Account.

Contact

For questions about these Terms, contact us at legal (at) pwnerprofit.com or by mail at: