1. Non-Disparagement Clause
a. Parties shall not make, publish, or otherwise transmit any oral or written statements to any other party that may:

• Defame the other party or be of a defamatory nature, or
• Disparage, call into disrepute, libel, slander, or cause injurious falsehood to the other party, including, in the case of DLE, the DLE Group, and their current, former, and future shareholders, officers, directors, employees, agents, attorneys, advisors, affiliates, subsidiaries, successors, and assigns.

b. Parties shall not engage in any conduct involving the making or publishing of written or oral statements, including the repetition or distribution of rumors, allegations, reports, or comments, that are disparaging, damaging, or deleterious to the integrity, reputation, business, or goodwill of the other party, including, in the case of DLE, the DLE Group, and their present, former, and future shareholders, officers, directors, employees, agents, attorneys, advisors, affiliates, subsidiaries, successors, and assigns, or any of the present, former, and future products and services.

9. Disclaimer; Limitation of Liability; Indemnity

9.1 Disclaimer:
DLE makes no representations or warranties regarding the Program, its content, Membership Benefits, or the results to be obtained from the Member’s participation in the Program. In particular, DLE does not guarantee any future earnings or revenues for the Member. The Member acknowledges and agrees that they were not induced to enter into this Agreement based on such claims.

9.2 Limitation of Liability:
DLE shall not be held liable for the Member’s or any other person’s use of any content from the Program, or any matter related, directly or indirectly, to the Program. In no case shall DLE, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages, including, but not limited to, economic loss, loss or damage to electronic media or data, goodwill, other intangible losses, or any similar damages arising from:

• (i) the use of any content obtained through the Program or content otherwise related to the Program or DLE;
• (ii) attendance at any event hosted by the Program or DLE;
• (iii) any conduct of, or content created by, any third party with respect to the Program or DLE;
  PROVIDED THAT SHOULD A COURT OF COMPETENT JURISDICTION IN FINAL NON-APPEALABLE JUDGMENT DETERMINE THAT THE COMPANY IS OTHERWISE LIABLE, THE MEMBER AGREES THAT IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE AMOUNT PAID BY THE MEMBER TO THE COMPANY IN THE TWELVE MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

9.3 Individual Claims Only:
The Member agrees that any claim it may have against the DLE Group, including any member of the DLE Group’s past or present directors, officers, employees, shareholders, representatives, agents, and assigns, arising under or related to this Agreement, shall be brought individually, and the Member shall not join such a claim with claims of any other person or entity or bring, join, or participate in a class action against DLE.

9.4 Indemnity:
The Member agrees to indemnify and hold harmless the DLE Group and their respective directors, officers, employees, shareholders, representatives, agents, and assigns (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, actions, demands, and expenses (including legal fees and other expenses incurred in investigating or defending against any claim, action, lawsuit, demand, administrative proceeding, or investigation) (collectively, the “Losses”) to which an Indemnified Party may become subject, arising out of or based upon any breach of the Member’s representations, warranties, covenants, or obligations in this Agreement. However, such indemnity shall not be available to an Indemnified Party for Losses resulting from fraud, willful misconduct, or gross negligence by the Indemnified Party. The provisions of this Article 9 shall survive the termination of this Agreement for three (3) years.

10. General Provisions

10.1 Injunctive Relief:
The Member agrees that any breach of the provisions of Articles 5, 6, 7, and 8 would result in irreparable injury and damage to DLE, for which DLE would have no adequate remedy at law. Therefore, DLE shall be entitled to specific performance and/or an immediate injunction and restraining order to prevent such a breach or threatened breach, without having to prove damages or post a bond, in addition to any other remedies to which DLE may be entitled at law or in equity. These remedies are cumulative, not exclusive.

10.2 Amendments:
DLE reserves the right to amend this Agreement, including the Membership Benefits, at any time without prior consent from the Member. Any amendments will be effective upon the earlier of the posting date on DLE’s website (www.dragon100.com) or delivery of notice to the Member.

10.3 Entire Agreement:
This Agreement, including any schedules and appendices, constitutes the entire agreement between the parties concerning the subject matter and supersedes any prior agreements or understandings. No representations, warranties, terms, or conditions, express or implied, exist other than those expressly set forth in this Agreement.

10.4 Notices:
Notices must be delivered personally or by courier to the party’s last known address and are deemed received upon delivery.

10.5 Assignment:
DLE may assign any or all of its rights and duties under this Agreement at any time without the consent of the Member. The Member may not assign any of its rights or duties without the prior written consent of DLE. This Agreement benefits the parties and their respective heirs, representatives, administrators, successors, and permitted assigns.

10.6 Severability:
If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect, and the Agreement will be interpreted as if the invalid provision were not part of it.

10.7 No Waiver:
The failure of either party to insist on strict performance of any terms or conditions of this Agreement shall not be deemed a waiver of any rights or remedies, nor will it be deemed a waiver of any subsequent breach of the Agreement.

10.8 Currency:
All dollar amounts referenced in this Agreement are in the lawful currency of the United States unless otherwise stated.

10.9 Communication Consent:
By entering into this Agreement, the Member consents to being contacted by DLE via telephone, email, and text message regarding their account and other products and services offered by DLE.

10.10 Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and federal laws applicable therein. Any disputes arising under this Agreement shall be referred to the courts of British Columbia, to whose jurisdiction the parties irrevocably attorn.

10.11 Legal Advice:
The Member acknowledges that they have had the opportunity to obtain independent legal advice and confirms by executing this Agreement that they have either done so or waived the right to do so.

Terms and Conditions Last Updated: Tuesday, June 29, 2021. Should we update, amend, or make any changes to this document, further notice will be provided.