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Last Updated: November 2025
IMPORTANT: BY CLICKING "I AGREE," "PAY," OR BY ACCESSING THE SERVICES, YOU (THE "CLIENT") AGREE TO BE BOUND BY THESE TERMS WITH EXIT HORIZON INC. ("EXIT HORIZON").
1.1 The Services. Exit Horizon agrees to provide the Client with business advisory, coaching, strategic planning, and related services (the "Services") as selected by the Client and specified in the accompanying Order Form, Checkout Page, or Statement of Work (the "Order Document").
1.2 Incorporation by Reference. The specific Services and Fees detailed in the Order Document are expressly incorporated into and form an essential part of this Agreement. In the event of any conflict between this Agreement and the Order Document, the specific terms of the Order Document shall govern solely with respect to the specific Services and Fees stated therein.
1.3 General Description. The Services generally involve coaching, strategic advisory, enterprise value tracking, and operational strategy, as more fully described in the Order Document.
1.4 Right to Subcontract. Exit Horizon may engage third-party independent contractors or subcontractors to perform specific parts of the Services (e.g., specialized coaches or analysts). Exit Horizon shall remain fully responsible for the performance of such subcontractors and for ensuring their compliance with the confidentiality obligations set forth in this Agreement.
2.1 Fees. The Client agrees to pay the fees set forth on the checkout page, order summary, or invoice provided at the time of purchase (the "Fees").
2.2 Currency. Unless otherwise expressly stated on the Checkout Page or Order Document, all Fees are quoted and payable in Canadian Dollars (CAD).
2.3 Billing Authorization.
2.4 Expenses. Unless otherwise agreed in writing, Fees are all-inclusive of general overhead. However, if the Client requests in-person attendance (e.g., for a Workshop) requiring travel, the Client agrees to reimburse Exit Horizon for reasonable, pre-approved out-of-pocket expenses (travel, accommodation).
2.5 Late Payments. Failed payments may result in immediate suspension of Services and access to the Tool.
2.6 Annual Fee Adjustments. Exit Horizon reserves the right to adjust the Fees once per calendar year. Exit Horizon shall provide the Client with at least sixty (60) days' written notice prior to the effective date of any fee increase. If the Client does not agree to the adjusted Fees, the Client may terminate this Agreement in accordance with Section 4.3 prior to the effective date of the increase. Continued use of the Services after the effective date constitutes acceptance of the new Fees.
4.1 Term and Start Date. This Agreement becomes effective on the date of payment (the "Effective Date").
4.2 Initial Commitment. The Client agrees to a mandatory initial term of three (3) months (the "Initial Term"). Following the Initial Term, this Agreement automatically renews on a month-to-month basis.
4.3 Termination.
5.1 No Professional Advice. Exit Horizon provides business coaching and strategic education. We are NOT a law firm, accounting firm, or registered investment dealer/broker. The Services do not constitute legal, tax, or investment advice. You should consult with your own professional advisors for specific legal or financial opinions.
5.2 No Guarantee of Results (Directional Valuation). Business valuation and M&A transactions are subject to market conditions beyond our control. Any financial metrics, projections, or valuation estimates provided by Exit Horizon are directional only and do not constitute a formal valuation, appraisal, or guarantee of a specific sale price or financial outcome. Exit Horizon does not guarantee a specific valuation, the successful sale of your business, or a specific financial outcome.
5.3 Third-Party Technology. Exit Horizon utilizes various third-party platforms and software tools to deliver the Services (e.g., automated analysis, and content processing tools). Exit Horizon acts solely as a user or administrator of such tools. We are not responsible for data errors, inaccuracies, downtime, or data loss caused by third-party technology providers. The Client acknowledges that software-generated outputs should be reviewed for context and applicability to their specific business.
5.4 Securities Law Compliance. Exit Horizon is not registered as an investment dealer or advisor under any securities legislation and does not provide advice on compliance with securities laws. The Services are for strategic advisory and business coaching purposes only. The Client is solely responsible for ensuring its own compliance with all applicable securities laws and should consult with its own legal counsel.
6.1 Obligation of Confidentiality. Both parties agree to maintain the confidentiality of all non-public, proprietary, or sensitive information ("Confidential Information") disclosed during this engagement. Confidential Information includes, but is not limited to, business strategies, financial data, client lists, and any other information marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
6.2 Use of Confidential Information. The Confidential Information shall be used solely for the purpose of performing the Services outlined in this Agreement and may be disclosed:
6.3 Liability for Representatives and Advisors. Each party remains liable for any breach of this Section 6 by its own Representatives, but shall not be liable for any act or omission of an Approved Advisor or for any Losses arising therefrom, except to the extent such Losses are finally determined by a court of competent jurisdiction to have resulted directly from Exit Horizon’s gross negligence or wilful misconduct. The Client shall indemnify and hold harmless Exit Horizon from and against all Losses arising out of or in connection with the acts or omissions of any Approved Advisor.
6.4 PIPEDA Consent. For the purposes of the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) and any substantially similar provincial legislation, the Client hereby expressly consents to Exit Horizon’s disclosure of Confidential Information to Approved Advisors in accordance with this Section 6.
6.5 Exclusions. Confidential Information does not include information that:
6.6 Duration & Return. The obligations of confidentiality shall survive the termination of this engagement for a period of two (2) years. Each party agrees to return or destroy all Confidential Information received from the other party upon written request, except for one copy that may be retained solely for legal compliance purposes.
6.7 Third-Party Software Consent. Exit Horizon may utilize third-party software and cloud-based services to process data and deliver Services. By engaging Exit Horizon, the Client consents to the use of such software, which may process, store, or analyze Client-provided information. Exit Horizon will make reasonable efforts to select reputable providers (e.g., enterprise-grade cloud providers) and implement safeguards. However, the Client agrees that Exit Horizon shall not be liable for any issues, including errors, omissions, Losses or breaches, arising from the actions, terms, or privacy policies of such third-party providers.
7.1 Exit Horizon Background IP. All frameworks, methodologies, templates, worksheets, and strategic models provided by Exit Horizon (the "Background IP") remain the sole and exclusive property of Exit Horizon. The Client is granted a perpetual, non-exclusive, non-transferable license to use the Background IP solely for their own internal business purposes. The Client may not resell, republish, or distribute Exit Horizon’s Background IP.
7.2 Client Data. The Client retains all ownership rights to their specific business data and financial figures provided to Exit Horizon.
7.3 Client Ownership of Deliverables. Subject to payment in full of all applicable Fees, the Client shall own all right, title, and interest in and to the specific strategic plans, reports, and tailored analyses created specifically for the Client under this Agreement (the "Deliverables"). For clarity, the Deliverables do not include any Background IP incorporated therein; however, the Client’s license to use Background IP (Section 7.1) extends to its inclusion within the Deliverables.
As part of our Services, we may recommend or refer the Client to third-party professionals, such as legal, tax, financial advisors, and current or exited owners.
The Client agrees to indemnify, defend, and hold harmless Exit Horizon and its officers, directors, and employees from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of or in any way connected with: (a) the Client’s access to or use of the Services; (b) the Client’s violation of this Agreement; or (c) any business decisions or transactions (including the sale of the business) undertaken by the Client based on Exit Horizon’s advisory services.
10.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXIT HORIZON’S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO EXIT HORIZON IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EXIT HORIZON BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.1 Public Use (Exit Event). Upon the occurrence of a "Public Exit Event" (defined as a sale, merger, or acquisition of the Client’s business that is made public via press release or public announcement), Exit Horizon may use the Client’s name and logo in public marketing materials, website listings, and case studies to identify the Client as a successful engagement.
12.1 Non-Solicitation. During the Term of this Agreement and for a period of twelve (12) months following its termination, the Client agrees not to, directly or indirectly, solicit for employment or engagement, hire, or otherwise retain the services of any employee or independent contractor of Exit Horizon with whom the Client had contact during the Term.
12.2 Non-Disparagement. Each party agrees that it shall not, during the Term and at any time thereafter, make any public statement or communication that disparages, denigrates, or criticizes the other party or its business, services, or personnel.
13.1 Independent Contractor. Exit Horizon is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Neither party has the authority to bind the other to any obligation.
13.2 Force Majeure. Neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, internet or telecommunications failures, power failures, fires, pandemics, or government actions.
13.3 Waiver. The failure of Exit Horizon to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
13.4 Assignment. The Client may not assign or transfer this Agreement, by operation of law or otherwise, without Exit Horizon’s prior written consent. Exit Horizon may assign this Agreement at any time without notice or consent, including but not limited to an assignment in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
13.5 Survival. Sections 5 (Disclaimers), 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), 12 (Restrictive Covenants), and 13 (General) shall survive termination of this Agreement.
13.6 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.
13.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior discussions, representations, or agreements.
13.8 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
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