Terms of Use

These Terms of Use ("Terms") were last updated on September 10, 2021.

First of all, welcome! Not many consumers brave the Terms of Use page, so congrats on just being here. We don't love jargon either, and have attempted to draft crystal clear Terms so that you know the rules. OK, here we go:

Counselwell Inc. (referred to herein as “Counselwell”, “us”, “we”, and “our”) provides online courses, content, information, services and software (the “Services”) via our website www.counselwell.ca, our Community platform offered via Slack, and the Kajabi mobile application (collectively, the “Site”). By using the Site or the Services, you agree to comply with and be legally bound by the Terms, regardless of whether you sign up for an account. If you do not agree to the Terms, you may not use the Services.


1. Accounts

In order to use the Services, you must be at least 18 years of age or older and the age of majority in the jurisdiction in which you reside. If you sign up for an account on the Site (your “Account”), you must provide and continue to provide accurate and complete information, including a valid email address. You have complete responsibility for your Account and everything that happens on your Account, including for any harm or damage (to us or anyone else) caused by someone using your Account without your permission. You are solely responsible for safekeeping your Account login credentials. You may not transfer your Account to or share your login credentials with someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that user will be closed. You can terminate your Account at any time through the Site or by contacting us at [email protected].


2. General Use

Subject to these Terms, Counselwell grants a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to use the Services solely for the purpose set out by the Services.


3. Licenses for Courses

Our Services include online courses (“Course” or “Courses”). Under our agreements with our service providers who provide the underlying content for the Courses (our “Partners”), they provide us a license to sublicense the Courses to Course participants. When you enroll in a Course, whether it’s a free or paid Course, you are getting a license from us to view the Course via the Site and Services, and we are the licensor of record. Courses are licensed, and not sold, to you. This license does not give you any right to resell the Course in any manner (including by sharing account information with a purchaser or illegally downloading the Course and sharing it on torrent sites). We and our Partners own the copyrights to the Courses. The license we grant you upon satisfaction of any and all applicable Course fees is a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to access and view the Courses and associated content solely for your personal, non-commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with a particular Course or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any Course unless we give you explicit permission to do so. The duration of your license is what is presented to you at the time you purchase the license.


4. Payments, Taxes, Promotions and Refunds

The price applicable to a Course will be the price displayed at the time you complete your purchase of the Course (at checkout). Where we are responsible for collecting and remitting sales tax, we will add those taxes to the price at checkout. Occasionally we may offer promotional codes which may be applied to individual Course purchases or Course bundles. These codes, as well as any promotional value linked to them, may expire if not used within the period specified. We unfortunately have a no-refunds policy.


5. Restricted Use

Without prior written consent from us, you may not: distribute, publish or make available the Course or any portions of it to other parties whether inside or outside your organization; make available any username or password associated with your Account or your use of the Course to other parties, whether inside or outside your organization; reproduce, publish, sell, rent, loan, lease, sub-licence, transfer, market, distribute, redistribute, or otherwise part with the Course or portions of it, in electronic or print form, except as permitted in this Agreement; or decompile, reverse engineer, or disassemble the Course, or create any derivative works based on the Course.

When using the Counselwell Community hosted by us on Slack, you may not breach any of the applicable community guidelines. 


6. Disclaimer

The Courses are provided by Counselwell “as is” and is without representations, warranties or conditions of any kind. You assume total responsibility for the selection of the Course to achieve whatever the intended results may be, and for your use of the Services.


We do not represent or warrant that the information contained in the Course will meet your specific needs, or that the Course is identical to the original material from which it was derived. We make no representations, warranties or conditions with respect to any data we gather from any source, or for present or future methodology we use in producing or obtaining such data. The Course does not and cannot replace the need for professional judgment as to the legal sufficiency and legal accuracy of any material contained in the Course.

We are obsessed with helping in-house counsel develop professionally. The Courses we offer are intended to be an aid, but do not constitute legal or other professional advice. The law changes often, and you must exercise your professional judgment about the correctness or applicability of the material in the Courses and refer to the relevant legislation, case law, administrative guidelines and other primary sources. Any precedents contained in the Courses must be used only as an initial reference point, and are not to be relied upon to the exclusion of other resources or without carefully considering their applicability to the relevant matter. The views and conclusions of authors or instructors expressed in the Courses are those of the authors and not necessarily those of Counselwell. 


7. Limitation of Liability

We will not be liable for indirect, consequential, or special damages that result from the use of or inability to use the Services. We are not responsible for any costs incurred as a result of the use of or inability to use the Services, including lost profits or revenue, loss of data, or failure to realize expected savings. In no event shall our total liability to you or your organization for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) arising from or relating to the Services exceed direct damages in an amount equivalent to the amount paid by you or your organization for the Services.


8. Indemnity

You agree to indemnify and hold Counselwell harmless from and against any loss, cost, expense or damage arising out of any claim, suit, action or judgment brought against us by the organization where you are employed as in-house counsel or any other person or entity in respect of which you use the Services or arising from your use of the Services.


9. Amendments

You acknowledge and agree that Counselwell may amend these Terms at any time by posting the relevant amended and restated Terms on our website, available at https://www.counselwell.ca/terms-of-use and such amendments to the Terms are effective as of the date of posting. Your continued use of the Site or Services after the amended Terms are posted to Counselwell’s website constitutes your agreement to, and acceptance of, the amended Terms. If you do not agree to any changes to the Terms, do not continue to use the Site or Services.


10. Termination; Suspension of Account

We may at any time, without notice or liability, decide to alter, amend, restrict, modify, or terminate the Services or any functionality or portion of the Services, all in our sole discretion, and you understand that there is no guarantee that the Services or any portion or functionality thereof will continue to operate or be available for any particular period of time, including as a result of the removal, addition, modification, or change of or in the availability of the Services, or any restriction in access thereto, or any imposition of limits on any or all features of, or links to, the Services.

We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirm that we have no duty to do so. If you breach any provision of these Terms, then you may no longer use the Services and your Account may be cancelled. We, in our discretion, shall determine whether these Terms have been violated. We reserve the right to suspend or cancel your Account without notice to you at any time for any reason, including if you are in default of your obligations with respect to the Services. We may terminate these Terms with you at any time.


11. General

These Terms, together with any privacy policy that may be published on the Site, constitutes the entire agreement between the parties relating to the Site and Services and all related activities. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Counselwell to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Counselwell must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms are governed by the laws of the Province of Ontario and the Federal Laws of Canada applicable therein, without regard to conflicts of laws provisions. In the event of any dispute or proceeding the parties hereby agree to attorn to the exclusive jurisdiction of the Courts of the Province of Ontario, in the city of Toronto,  Ontario.