Back-Pocket Support Terms

You and Samantha Kasbrick (the “Parties”) have decided that Samantha Kasbrick will assist you with mentoring services for your business on the terms set out herein.

By clicking the button to make this investment, you hereby agree to the following:

You hereby engage Samantha Kasbrick to provide the Services for the Term in consideration for the Term and Samantha Kasbrick accepts such engagement.

Term
these terms commences on the date paid, or other agreed upon date in writing, and continues to be in force until it is cancelled and communicated as such before automated billing occurs.

Scope of Work / Services
Samantha Kasbrick agrees to supply the following services “Services”:
Asynchronous mentoring, via text, audio, and video messaging.

Payment for Services
You agree to pay Samantha Kasbrick in consideration for the Services (“Payment”), as follows:
You will make the first payment prior to starting the services. As per the terms, fees are automatically debited/drafted from your credit card or bank account on file on a subscription basis until you choose to cancel and communicate your desire to cancel before the automated payment goes through.

Amendment
The Parties can amend the terms of these terms in writing, including by email, subject to both Parties agreeing to the amendment in signing.


1. Performance of Services.
The Services shall be performed by Samantha Kasbrick within a reasonable period of time, within Samantha Kasbrick’s regular business hours.
To the extent that the Services include the creation of any form of copyright or intellectual property rights, Samantha Kasbrick, in consideration of the Payment, licenses to you the intellectual property rights contained in the product of the Services on an exclusive basis.

2. Payment for the Services.
Payment for the Services shall be as set out in these terms and shall be due consideration for the provision of the Services by Samantha Kasbrick.
Unless otherwise agreed in writing (email shall suffice) by the Parties, Samantha Kasbrick will not be reimbursed for any expenses, equipment or use of any specific location in connection with these terms.
The Contractor reserves the right to adjust her rates at any time throughout the duration of the contract, with at least 30 days’ notice given to you.

3. You agree:
In order to enable Samantha Kasbrick to carry out the Services, you shall provide Samantha Kasbrick with all data, tools, licenses, permits, paperwork or materials, or such as other information as Samantha Kasbrick may require to carry out the Services; and it shall cooperate with Samantha Kasbrick in relation to the Services and as set out in these terms.
Should Samantha Kasbrick be unable to provide the Services because of you not complying with these terms or because of a Force Majeure, Samantha Kasbrick shall not be liable for any delay or failure to comply with the terms of these terms.
In respect of any materials provided to Mentor in connection with the Services, you warrant that they do not breach any intellectual property rights of any party and that the inclusion of these materials by Mentor in the Services will not breach any intellectual property rights of any party.
If the Services include the processing of data, you warrant and represent that they do not breach the Data Protection Laws and that any such processing shall be in accordance with Clause 5(b).
Samantha Kasbrick will not be liable for breach of these terms if such breach is caused by a breach of you of these terms or a Force Majeure.

4. Nature of Engagement.
Samantha Kasbrick is an independent contractor and not an employee of yours.
Samantha Kasbrick shall carry out the Services without set working hours and without having to perform the Services at a specific location.
You will not have any obligations towards Samantha Kasbrick apart from those set out in these terms.
The Parties will not be liable to each other for any loss of profit, loss of data (to the extent that you have complied with Clause 5(b)) or harm to reputation or loss of goodwill (to the extent that you have complied with the terms of these terms).
The Services will not be rendered on an exclusive basis, which means that Samantha Kasbrick may provide other services to other clients, provided that clause 5(g) (Confidentiality) is not breached at any time.
Samantha Kasbrick is being retained for asynchronous support throughout the month. Samantha Kasbrick will check in and respond to messages from you at least once daily on regular business days. Samantha Kasbrick will perform the Services at her discretion and is not guaranteed to be available on any specific days/hours. Samantha Kasbrick will respond to all communication within 24-48 business hours. Lengthier responses, including any detailed video messages, may take more time to complete, and Samantha Kasbrick will communicate these timelines with you when necessary.
Samantha Kasbrick will be out of the office and unavailable for work and communication on all Canadian statutory holidays unless otherwise communicated. Samantha Kasbrick will communicate any additional planned out-of-office days.

5. Scope of Work
You acknowledge that the services provided under these terms are strictly limited to asynchronous messaging support and consultation. This includes but is not limited to guidance, advice, and strategic planning related to Asana and online business management.
Samantha Kasbrick explicitly states that they will not engage in any hands-on implementation, configuration, or direct manipulation of Asana or any other online business tools on behalf of you. This includes but is not limited to tasks such as data entry, setting up projects, or performing administrative actions within Asana or any other platforms utilized by you.
You acknowledge and agree that you are solely responsible for implementing any recommendations, strategies, or advice provided by Samantha Kasbrick. Samantha Kasbrick will not be held liable for any consequences resulting from your actions or decisions made based on the provided consultation.
Samantha Kasbrick's role is strictly advisory, providing guidance, and expertise to assist you in optimizing their use of Asana and general online business. Any actions taken by you based on Samantha Kasbrick's advice are at the sole discretion and risk of you.

6. Misc.
a) Interpretation. Unless the context otherwise requires, each reference in these terms to (a) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time under the laws of Canada or such other relevant jurisdiction; (b) ‘these terms’ is a reference to these terms as amended or supplemented at the relevant time; (c) a Recital is a reference to a recital to these terms; (d) a Clause is a reference to a clause of these terms; (e) a person includes a reference to natural persons, firms, partnerships, companies, corporations, associations, organisations and trusts (in each case whether or not having a separate legal personality); (f) the singular includes the plural and vice versa; (g) words importing any gender include any other gender; (h) Clause headings are for convenience only and shall not be taken into account in the construction or interpretation of these terms; (i) including means including without limitation; and (j) ‘amended’ means modified, amended, varied, supplemented or novated from time to time (where and as permitted under these terms) at the relevant time; and (k) “Business Day” means a day other than a Saturday, Sunday or bank or public holiday in the country or countries of both of the Parties and, if different, in the country of each Party, as stated in the list of Parties; (l) Tax means value added tax as provided for in the Value Added Tax Act 1994 (as amended or replaced from time to time) and all statutory instruments, regulations and legislation (whether delegated or otherwise) supplemental thereto and any similar or tax from time to time imposed in any jurisdiction.
b) Data Protection. you and Mentor agree to comply with the applicable data protections laws of the (a) General Data Protection Regulation, Regulation (EU) 2016/679 (GDPR) (b) the Data Protection Act 2018; (“Data Protection Laws”). The following capitalized terms have the meaning given to them in the applicable Data Protection Laws from time to time: Controller, Data Subject, Personal Data, processing, Processor. Protected Data means Personal Data received by Samantha Kasbrick from or on behalf of you in connection with the performance of the Supplier’s obligations under these terms. The parties agree that you are a Controller and that Samantha Kasbrick is a Processor. Samantha Kasbrick shall only process Protected Data provided to it by you and in accordance with your instructions. you shall fully indemnify Samantha Kasbrick against any losses suffered by Samantha Kasbrick because of any claim by a Data Subject in connection with a breach by the Customer of Data Protection Laws, including any work carried out by Samantha Kasbrick on the instructions of you. you warrants, undertakes and represents that all Protected Data provided by you to Samantha Kasbrick shall comply with Data Protection Laws. You are satisfied that any Personal Data which you instruct Samantha Kasbrick to process will only have been collected for legitimate purposes and in accordance with the applicable data protection laws. Samantha Kasbrick is required to surrender all Protected Data to you at the end of the Term and/or as required by you. Samantha Kasbrick will comply with any instructions by you about the Protected Data and will take adequate protections to safeguard and protect third party data.
c) Anti-bribery. It is the policy of both Parties to comply fully with the anti-corruption laws of the US (including, without limitation, the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, as amended from time to time (“FCPA”), the UK (including, without limitation, the Bribery Act 2010, as amended from time to time (“Bribery Act”) and any other applicable anti-corruption laws and legislation anywhere in the world (collectively and individually, the "Anti-Corruption Policy"). Each Party hereby represents and warrants on behalf of itself that it is aware of the FCPA and the Bribery Act, which prohibits the bribery of public officials of any nation and has taken no action and will take no action which would be in violation of the FCPA and/or the Bribery Act, nor will you cause Client, its subsidiaries, companies and/or affiliates to be in violation of the FCPA and/or the Bribery Act. Without limiting the generality of the foregoing, each Party represents and warrants on behalf of itself that (i) it has not and will not directly or indirectly make any payment(s) or give anything of value to any government employee or official with respect to the Film, or any activity related thereto for the purpose of influencing any decision and/or action of such government employee or official in his/her official capacity; (ii) it shall immediately notify the other Party if a foreign public official (as that expression is defined in the Bribery Act) becomes an officer or employee of, or other person authorized to bind, you or acquires a direct or indirect interest in you; and (iii) as at the date of these terms, each Party has no foreign public officials as officers, employees, authorized representatives or direct or indirect owners. Any violation of the Anti-Corruption Policy by any of the Parties will entitle the other Party to immediately terminate these terms. The Party at fault will on behalf of itself indemnify, defend and hold harmless the Party not at fault for any and all liability arising from any violation of the Anti-Corruption Policy caused or facilitated by the Party at fault.
d) Warranties. Each Party hereby represents and warrants for itself only that: (i) it has all necessary power, is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has taken all action necessary to enter into these terms and make it upon its execution the valid, binding and enforceable obligation of such party; (ii) no consent, waiver or approval of any third party is necessary to its entering into and performing its obligations under these terms or consummating the transactions contemplated herein; (iii) any and all materials and all other information, documents, materials, data or other items provided by the one Party to the other Party pursuant to these terms do not infringe the rights of any third party; and (iv) it shall comply with the data processing policy as set out in these terms. And the Party designated Controller by the Data Protection Laws warrants and represents that all data and which the Controller provides and/or shall provide to the Party designated Processor by the Data Protection Laws in connection with these terms as well as all instructions given by the Controller to the Processor, comply and/or shall comply with the Data Protection Laws.
e) Liability Exclusions. you shall not be liable to Samantha Kasbrick or to the personal representatives of Samantha Kasbrick for: (a) any loss or damage, howsoever and by whomsoever caused, of or to Samantha Kasbrick’s property sustained at, or whilst in transit to or from, places at which Samantha Kasbrick shall render the Services hereunder; and/or (b) (to the extent permitted by law) any personal injury, ailment or death arising out of or in the course of, your engagement hereunder, except to such extent, if at all, as such injury, ailment or death is caused by your negligence and/or you may be able to enforce a claim against a third party or under any policy of insurance effected by you (and in this regard you undertakes to effect all customary third party liability insurance). Nothing in this Clause shall operate to limit or exclude any liability for fraud.
f) Indemnities. Each of the Parties (each an Indemnifier, as applicable) shall hold harmless the other Party (Indemnifiee) and agrees to keep the Indemnifiee fully and effectively indemnified from and against any and all losses, demands, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses and tax thereon) and/or liabilities whatsoever suffered or incurred directly or indirectly by the Indemnifee in consequence of any breach, non-performance or non-observance by Indemnifier of any of the agreements, conditions, obligations, representations, warranties and/or undertakings on its own part contained in these terms.
g) Confidentiality. Each Party undertakes to the other that it will treat as confidential the terms of these terms and all information relating to the business of the other Party as may be disclosed to or received by it in connection with these terms and will not disclose such information to any person, firm or company (other than to its auditors and other professional advisers) or to the media without the other Party’s prior written consent, and will not use such information other than for the purposes of these terms. The previous sentence is subject always to any prior specific authorisation in writing by the other party to such disclosure or use. The provisions of this Clause shall not apply to any information which: (a) is in the public domain other than by default of the recipient Party; (b) is obtained by the recipient Party from a bona fide third party who has the right to disseminate such information freely; (c) is or has already been independently generated by the recipient Party; or (d) is required to be disclosed by law or the valid order of a court of competent jurisdiction or the rules of any recognised stock exchange or the request of any governmental or other regulatory authority or agency.
h) Notices. Any notice or other document required to be given under these terms or any communication between the parties with respect to any of the provisions of these terms shall be (1) in writing and in English and (2) shall be given either by (i) personal delivery; or (ii) first class (if available) domestic mail if the addresser and addressee are in the same country or airmail if the addresser and addressee are not in the same country; or (iii) by electronic mail; and (3) given or sent (as applicable) to the relevant party at the address set out in the list of Parties.
Any notice is deemed to have been delivered (i) on the date delivered (if delivered by personal delivery) if such delivery was made during business hours at the place of receipt or (if not) at the start of the first Business Day thereafter; (i) on the third Business Day after the date of the notice being posted if the addresser and addressee are in the same country or on the fifth Business Day after the date of the notice being posted if the addresser and addressee are not in the same country; and (iii) if sent by electronic mail, on the first Business Day after the electronic mail was sent, unless the sender receives an ‘out of office’ or ‘delivery failure’ email in return, in which case notice has not been delivered and notice deemed insufficient.
i) Severability. If any one, part of, or several of the provisions contained in these terms is or are found to be invalid, illegal, or unenforceable in any respect in any jurisdiction, that shall not affect or impair the validity, legality and enforceability of the remaining provisions in any (other) jurisdiction. If that (part of the) provision of these terms that has been found to be invalid, illegal or unenforceable would be legal, valid and enforceable if some part of that provision was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
j) Cumulative rights. Except to the extent expressly provided otherwise in these terms, the rights and remedies given to the Parties in these terms are in addition to, without prejudice to, and not exclusive of, any and all other rights or remedies given to the Parties whether by these terms, by law or otherwise and all such rights and remedies are cumulative. The termination of these terms for any cause whatsoever shall be without prejudice to any and all rights and claims of a Party that shall, or may, have accrued prior to such termination.
k) Set off. Each Party agrees for itself that it will make the payments set out in these terms in accordance with the payment methods set out in these terms without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
l) No waiver. No waiver, express or implied, by either Party of any term or condition or of any kind or type of breach or non-compliance by the other Party of any of the provisions of these terms shall operate as and will not be construed as a waiver of the same or of any other provision of these terms and shall not preclude or restrict any future exercise of any right or remedy. No single or partial exercise of any right, power or remedy provided by law or under these terms shall prevent any future exercise of it or the exercise of any other right, power or remedy.
m) Force Majeure means any event beyond the Parties’ control which delays, hampers, interrupts or interferes with the provision of the Services, including fire, earthquake, flood, epidemic, strike, lock-out or other industrial action, civil disturbance, war, act of God, death, illness or incapacity of or breach by any principal member of the cast or crew of any statute, law or judicial order or any other event completely beyond the control or influence of Client. The global epidemic or pandemic (or similar health-event) shall be deemed and considered as an event of Force Majeure for the purposes of these terms and the pandemic currently known as ‘covid-19’ or ‘SARS-CoV-2’ does constitute a Force Majeure. A Party shall not be liable for a delay under these terms, if that Party is delayed in performing its obligations due to Force Majeure, provided that this Party (a) promptly notifies the other Party of the Force Majeure and of the expected delay due to that Force Majeure and (b) uses reasonable endeavours to minimize the effects of that Force Majeure. No delay due to a Force Majeure shall last more than a total of 90 Business Days in the aggregate. Should a delay due to a Force Majeure last longer than that, these terms may be terminated in accordance with Clause 5(o).
n) Termination. If either Party, for whatever reason, fails, refuses, is unable, or neglects to render the Services hereunder, or if either Party is otherwise in breach of these terms and fails to remedy and cure the same (if remediable or curable) within five (5) business days after the receipt from the other Party of a written notice specifying the nature of any such breach, the other Party may by further written notice terminate these terms with immediate effect, but without prejudice to the below-listed provisions, which shall continue to have full force and effect. Clause 5(f) (Indemnities); Clause 5(g) (Confidentiality); Clause 5(q) (Injunctive relief); Clause 5(b) (Data Protection); Clause 8(f) (Liability exclusions); the representations and warranties given by Samantha Kasbrick hereunder; and the grant and assignment of all rights, consents and waivers under these terms. Termination of these terms shall not affect any accrued rights and liabilities of either Party at any time up to the date of termination and shall not affect any provision of these terms that is expressly or by implication intended to continue beyond termination.
o) Tax. Unless otherwise specified, sums payable pursuant to these terms are stated exclusive of Tax.
p) Compliance. Each Party shall comply with such laws, enactments, regulations, and regulatory policy, guidelines, requirements, applicable industry codes and policies that are applicable to the services provided by that Party under these terms (“Regulations”) and shall maintain such authorisations and all other approvals, permits and authorities as are required of it from time to time to perform its obligations under or in connection with these terms. Each of the Parties shall notify the other immediately if it becomes aware or has reasonable cause to suspect that any act, matter or thing has arisen or occurred or may arise or occur which may constitute or give rise to a contravention of Regulations.
q) Injunctive relief. Each Party recognises that any breach or threatened breach of these terms may cause the other Party irreparable harm for which damages may not be an adequate remedy and that therefore equitable remedies may be an appropriate remedy without proof of special damages.
r) Relationship. Nothing in these terms is intended to or shall be deemed to create or constitute a partnership or joint venture of any kind between the Parties and neither Party shall have any authority to act in the name of the other Party or otherwise act in a manner which would indicate or imply any such relationship or authority.
s) Third-party rights. Except as expressly provided in these terms, a party who is not party to these terms shall not have any rights under these terms, including, without limitation, under the Contracts (Rights of Third Parties) Act 1999 (as may be amended from time to time), to rely upon or enforce any term of these terms.
t) Entire agreement. These terms express the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and replaces any and all former agreements, understandings, arrangements and representations relating in any way to the subject matter hereof, whether in writing or oral. Each party acknowledges that it has not entered into these terms in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these terms except in the case of fraudulent misrepresentation.
u) Restriction of assignment. No Party may assign the benefit of these terms without the prior written approval of the other parties.
v) Counterparts. These terms may be signed in any number of separate counterparts. Each Party may evidence their signature of these terms by transmitting by email or another electronic mode of transmission a signed signature page of these terms in PDF format or another electronic format and each signature page as well as the final version of these terms which may be in PDF format or another electronic format shall be treated as originals, fully binding and with full legal force and effect, and the Parties waive any rights they may have to object to such treatment.
w) Dispute resolution. If any dispute arises between the Parties out of or in connection with these terms, the Party claiming that a dispute has arisen may serve a notice in accordance with the notice provision of these terms (“Notice Provisions”), stating that a dispute has arisen and providing reasonable information as to the nature of the dispute, the alleged claim (if any) and proposed remedy (if any). Within 5 Business Days of the notice being served or deemed served in accordance with the Notice Provisions, the Parties shall arrange for a call with each other, or meet in person or meet virtually, to discuss the dispute and attempt to resolve it. If the dispute has not been resolved within 5 Business Days of this call or meeting, or, if no meeting occurred, within 10 Business Days of the notice being served or deemed served in accordance with the Notice Provisions, the Party who served the notice may issue formal legal proceedings or commence arbitration (if applicable) in accordance with the governing law and jurisdiction provisions of these terms.
x) Governing law. The validity, construction and performance of these terms (and any claim, dispute or matter arising under or in connection with it or its enforceability) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Canadian law.
y) Jurisdiction. The Canadian courts have exclusive jurisdiction to settle any dispute in connection with these terms (including any dispute as to its existence, validity or termination), and are the most appropriate and convenient courts to settle any such dispute. The parties agree not to argue to the contrary, and waive objection to those courts on the grounds of inconvenient forum or otherwise in relation to any proceedings in connection with these terms.