Last updated: September 26, 2026
These Terms of Service ("Terms") are a binding legal agreement between you ("you", "your", "Member", or "User") and 1000849838 Ontario Inc. ("Apex", "we", "us", or "our"), a corporation established in Ontario, Canada, which operates the Apex learning platform (the "Service") and sells and provides the Apex by Rayan program. The Service includes the Apex website and web application, the video lessons and course modules, homework submission tools, the product-test journal, weekly call (AMA) recordings, and any associated content, features, and communications. The Apex by Rayan mentorship program (the "Program") is delivered partly through the Service, and the terms of that purchase (what the program includes, its fee, payment plans, eight-month term, and Performance Guarantee) are set out in Section 22 (Program Terms). Payments are made through a third-party payment platform and may be received on our behalf by our US affiliate, Apex Ecommerce Group LLC (Section 12).
PLEASE READ THESE TERMS CAREFULLY. They contain important provisions about how access works, what you may and may not do with our content, strict anti-piracy and content-protection rules, disclaimers (including that we make no guarantee of earnings or results), a limitation of our liability, and how disputes are resolved. IMPORTANT: Section 19 makes these Terms subject to the laws of Ontario, Canada, requires most disputes to be resolved by binding individual arbitration, and includes a class-action waiver. Section 22 sets out the program's fee, payment-plan, term, and Performance Guarantee terms. Please read Sections 19 and 22 carefully.
By logging in, accessing, or using the Service, and by checking the two consent boxes presented to you at sign-up (your agreement to these Terms and the Privacy Policy, and your separate acknowledgment of the content-watermark, traceability, and anti-piracy terms in Section 6), you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. We record each acceptance, including the version of these Terms you accepted, the date and time, your IP address, and your device and browser, and we may use that record as evidence of your assent in any dispute or proceeding. When we materially change these Terms we update the version and ask you to accept again before you continue using the Service. If you do not agree, do not access or use the Service.
There is no strict minimum age to use the Service, except where a minimum age is required by applicable law. However, if you are under 18 (or under the age of legal majority where you live), you may use the Service only with the consent and supervision of a parent or legal guardian, who must agree to these Terms on your behalf and provide any signature or consent we require. By using the Service, you represent and warrant that:
Buying the Program. Only an adult may buy the Program: someone who is 18 or older (or the age of majority where they live). If the student is younger than that, a parent or legal guardian must make the purchase, pay with their own payment method, and accept these Terms, including the Program Terms in Section 22, on the student's behalf. That parent or guardian is the purchaser: they are responsible for the fee and every installment, and for the student following these Terms. If you are under 18 (or the age of majority where you live), by using the Service you confirm that your parent or legal guardian bought the Program for you and accepted these Terms.
The Service is not directed to children under 13. See Section 13 of the Privacy Policy for more on children's data.
Access to Apex is gated by Discord. To use the Service, you must (a) be a member of the Apex Discord server and (b) hold the paid "Member" role in that server. You log in to the Service using Discord (OAuth). In these Terms, the "Member" role means any paid membership role in the Apex Discord server that we recognize for access.
Payment and enrollment happen outside the Service. Payment and enrollment for the mentorship program are handled entirely outside the Service, through a separate process and a separate provider that we do not operate as part of the Service. The Service itself never collects payment and does not run the sign-up or sales process. After your purchase is completed through that separate process, a member of our team grants you the "Member" role in Discord, which is what enables your access to the Service. Your relationship with the payment provider, marketplace, or sales channel through which you paid is governed by that provider's own terms and is separate from these Terms. The terms of the Apex by Rayan program purchase are in Section 22 (Program Terms). If a separate written purchase agreement applies to your purchase, see the order-of-precedence rule in Section 20.
Access is a license, not a sale of content. Your access to the Service and its content is a limited, personal, non-transferable, revocable license that exists only for as long as you hold the "Member" role. You are licensing access. You are not buying the videos, files, or any other content, and no ownership of any content transfers to you.
Your access and role are non-transferable. Your "Member" role, your seat, your purchase, and your access are personal to you. You may not sell, resell, rent, lend, gift, transfer, or assign any of them to any other person. Any attempted transfer is void, and we may revoke your access without refund.
Loss of the role ends access. If your "Member" role is removed, expires, or is revoked for any reason (including a chargeback, refund, violation of these Terms, removal from the Discord server, or a decision by us) your access to the Service ends, automatically and shortly thereafter. We may also suspend or terminate access directly through the Service. We are not required to give advance notice before access ends, although we will try to where reasonable.
No guaranteed duration. Except as stated in Section 22 (the program's eight-month term and any Performance Guarantee extension) or in a separate written agreement, we do not promise that access will remain available for any specific length of time. What happens to your access if we discontinue the Service or if the business is sold or transferred is addressed in Sections 13 and 20.
Your Apex account is tied to your Discord account, to your name, to an email address that we verify with a one-time code, and to a phone number, which we use for account recovery, contact, and accountability (see the Privacy Policy). You are responsible for all activity that occurs under your account.
SMS verification. If we verify your phone number by SMS, we send a one-time code for verification and account-recovery purposes only, not marketing. Message and data rates may apply. You can get help or stop these messages by following the instructions in the message or contacting support; stopping verification messages may limit recovery options.
Subject to your compliance with these Terms and your continued "Member" role, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Service's content for your own learning.
What you may do. You may apply the knowledge, skills, strategies, and frameworks you learn to operate and grow your own business. Building and running your own commercial business using what you learn is the entire point of the program and is expressly permitted.
What you may not do. You may not reproduce, repackage, resell, teach, publish, license, or distribute the content itself (including the course videos, weekly call recordings, course structure, modules, frameworks, templates, swipe files, documents, supplier and referral contacts, private network introductions, tool lists, and other materials) or use them to create or run a competing program, course, or platform. The line is simple: apply the teachings in your own business (allowed); copy, share, or resell the content (prohibited). All restrictions in Section 5 apply.
This Section is essential. Violating it can result in immediate termination without refund and legal action.
You agree that you will NOT, and will not attempt to, and will not help or permit anyone else to:
A. Copy, capture, or redistribute content.
B. Share or transfer access.
C. Misuse the Service technically.
D. Abuse community and submission features.
Consequences. A violation of this Section is a material breach. We may, at our sole discretion and (for egregious violations) without prior notice, suspend or permanently terminate your access and "Member" role, withhold or deny any refund, and pursue all available legal and equitable remedies, including injunctive relief, liquidated damages where applicable (Section 6), and recovery of damages and costs (including reasonable attorneys' fees) to the extent permitted by law. Because our content is watermarked and traceable to you (see Section 6), unauthorized copies can be traced back to the account that produced them. If you believe an enforcement action against your account was made in error, see the review process in Section 13.
You acknowledge, understand, and expressly agree that:
(a) Your identity is shown on the content you view. Apex video lessons and call recordings are protected by DRM. While you watch, our video player displays a per-user, visible, moving watermark over the video showing your name and Discord handle and, when the player is wide enough to fit them (for example, on most computer screens), your IP address and the current date and time. A recording or capture of the player while the watermark is displayed shows it. The watermark may not appear in every viewing mode (for example, a phone's or tablet's built-in full-screen player); this Section applies whether or not it is visible. The watermark is added by our own player, not by our video host, and your identity is not sent to our video host for this purpose. If we offer downloadable resources or images, they may also be individually stamped with identifying information tied to your account.
(b) Content is licensed to you personally and is traceable to you. All content is licensed to you for your personal use only, and any copy, recording, screenshot, or redistribution of it can be traced back to your account. Content traced to your account by the watermark shown in it is presumed to have originated from your account, and you are responsible for it unless you can demonstrate otherwise.
(c) Recording, capturing, downloading, sharing, account-sharing, and redistributing are strictly prohibited. Doing any of these, by any method, including filming the screen with a separate device, is a serious violation of these Terms and may result in immediate account termination without refund and legal action against you.
(d) You authorize us to act on leaks. You authorize us to use the identifying watermark in any leaked content (your name and Discord handle and, where shown, your IP address and a timestamp) to identify the source account and to support takedown notices (including under the DMCA; see Section 11) and reports to third-party platforms. You agree to cooperate, at your own expense, in removing any unauthorized copies that are traceable to your account.
(e) Liquidated damages. You and we acknowledge and agree that: (i) our course videos, weekly call recordings, frameworks, templates, and swipe files are high-value, proprietary content whose value depends on remaining exclusive to paying Members; (ii) the actual damages we would suffer from any unauthorized recording, capture, downloading, sharing, or redistribution of that content are, by their nature, uncertain and extremely difficult or impossible to determine with precision, because a single leak can spread without limit, can displace an unknown number of future sales of a high-ticket program, and can erode the exclusivity and reputation on which the program depends; (iii) the sum below is the product of the parties' good-faith effort to make a reasonable pre-estimate of the harm anticipated from such a breach as of the date you accept these Terms, and is not intended as, and shall not be construed as, a penalty, forfeiture, or punishment; and (iv) the sum is reasonable and proportionate in light of that anticipated harm and the price and value of access to the Service. Accordingly, for each separate proven instance of unauthorized recording, screen-capture, downloading, sharing, or redistribution of content in breach of Sections 5 or 6, you agree to pay liquidated damages of USD $50,000, in addition to injunctive and other equitable relief, to the fullest extent permitted by law. If a court or arbitrator of competent jurisdiction determines that this liquidated-damages provision is unenforceable, void, or inapplicable for any reason, then in lieu of liquidated damages we may instead recover our actual damages (including lost profits and the value of the misappropriated content), together with any other remedies available at law or in equity, and this fallback is severable from and survives the invalidation of the liquidated sum.
(f) Irreparable harm; injunctive relief. You acknowledge that unauthorized capture, copying, or redistribution of content causes irreparable harm for which monetary damages alone are inadequate, and that we are entitled to seek injunctive or other equitable relief (without the requirement of posting a bond, where permitted by law), in addition to all other remedies.
(g) No protection is perfect. We use strong, industry-recognized protection (DRM plus per-user watermarking), but we do not represent that any technology is 100% effective against every method of capture. The watermark and these Terms make unauthorized use traceable and actionable; they do not make it impossible, and you agree not to attempt it regardless.
By providing the separate, affirmative acknowledgment presented at sign-up, you specifically acknowledge and consent to (a) through (g) above, including the display of your identity as a watermark over the videos you watch. We retain a timestamped record of this acknowledgment, including the date and time, your IP address, and your device/browser. You agree that this record may be used as evidence of your agreement to these Terms in any dispute, enforcement action, takedown, or legal proceeding. We may retain this record even after your account is deleted, as described in the Privacy Policy.
Educational content only. Apex is an educational mentorship program about ecommerce. All content, mentor feedback, homework reviews, journal notes, and communications are for general educational and informational purposes only.
No earnings or results guarantee. We make no promise, representation, or guarantee that you will earn money, achieve any particular result, build a successful business, or recover what you paid. Any examples, case studies, testimonials, or figures are illustrative and are not typical, promised, or guaranteed outcomes. Your results depend on many factors outside our control, including your own effort, skill, decisions, market conditions, and circumstances. You assume full responsibility for your own business and financial decisions.
Not professional advice. The Service does not provide financial, investment, tax, legal, accounting, or other professional advice, and nothing in it should be relied on as such. No fiduciary, advisory, or professional-client relationship is created by your use of the Service. Consult a qualified professional before making financial or legal decisions.
The Service and all of its content (including video lessons, weekly call recordings, text, course structure, modules, frameworks, templates, swipe files, graphics, logos, designs, software, and the "Apex" name and branding) are owned by 1000849838 Ontario Inc., its affiliates, or their licensors and are protected by copyright, trademark, and other intellectual-property laws. The frameworks, templates, and swipe files are licensed to you, not sold, on the terms in Section 4. Except for the limited license in Section 4, no rights are granted to you, and all rights are reserved. You may not use our names, logos, or trademarks without our prior written permission.
"User Content" means anything you submit to or create on the Service, including homework files, product-test journal entries, uploaded files, messages, and other materials.
You keep ownership. As between you and us, you retain ownership of your User Content.
You grant us a license to operate the Service. You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, process, and transmit your User Content solely to operate, provide, secure, review, and improve the Service, for example so a mentor can review your homework or journal entries and respond with notes and messages. This license lasts as long as we retain your User Content (see retention in the Privacy Policy) and ends when your content is deleted from our systems, except for residual backup copies and to the extent we must retain it to comply with law.
De-identified use (optional). We may use your submissions in de-identified, anonymized form for teaching examples and to improve the Service. We will not publish identifiable submissions, or use them as testimonials, without your separate consent.
Mentor notes and messages are ours. The notes, feedback, and messages our mentors or staff create are our content (licensed to you for your personal learning under Section 4), even when they reference or respond to your submissions.
Your responsibilities. You represent that you have the rights to submit your User Content and that it does not violate these Terms, infringe anyone's rights, or break any law. You are responsible for keeping your own copies of anything important; the Service is not a backup service.
Feedback. If you send us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without restriction or compensation. Feedback is not confidential.
Privacy of submissions. Your homework, journal entries, and messages are private to you and the mentor/admin who reviews them, as described in the Privacy Policy. They are never shown to other members, and there are no social or member-to-member sharing features within the Service. The one member-visible surface is the rank leaderboard (Section 23), which shows your Discord name, Discord photo, and rank, and never shows your submissions.
Rayan or a member of the Apex coaching or admin team may review your submissions and respond with notes or messages within the Service. Reviews and feedback are part of the educational experience and are subject to the disclaimers in Section 7. We aim to review each submission, but we do not guarantee any response time or outcome.
Third-party services. The Service relies on third-party providers, including Discord (login, identity, and community), Supabase (database, file storage, and authentication), Bunny (DRM-protected video hosting), Vercel (web hosting), Sentry (error tracking and performance monitoring), and Twilio and SendGrid (verification codes and email delivery). If you choose to connect a store to verify a rank (Section 23), Shopify is the source of that data. Your use of Discord and Shopify is also governed by their own terms and policies. We are not responsible for third-party services, and their availability is outside our control. See the Privacy Policy for details on data handled by these providers.
Copyright complaints (DMCA). We respect intellectual-property rights and expect you to do the same. If you believe content on the Service (including another user's submission) infringes your copyright, send a notice to our designated agent: DMCA Agent, 1000849838 Ontario Inc., c/o Apex Ecommerce Group LLC, 30 N Gould St Ste R, Sheridan, WY 82801, admin@apexecommerce.co, including the information required by the DMCA. We will respond to valid notices, including by removing infringing material, and we follow a counter-notice process. We terminate the accounts of repeat infringers in appropriate circumstances.
Payment and enrollment are handled outside the Service, through a separate process and a separate provider that we do not operate as part of the Service. The Service itself never collects payment and does not run sales or enrollment. Program payments are charged by the third-party payment platform you paid through, which may appear as the merchant on your card or bank statement (for example, "WHOP" or "WHOP CANADA INC", or Fanbasis for some earlier purchases), not under the Apex name. Payments may be received on our behalf by our US affiliate, Apex Ecommerce Group LLC, which handles payments in US dollars. Pricing, billing, and refund eligibility are governed by Section 22 (Program Terms), any Client Agreement you signed, and the terms stated where you made your purchase, in the order set out in Section 20, and by our no-refund policy (all sales are final and no refunds are provided, except where a refund is required by non-waivable consumer-protection or other applicable law, in which case that law controls only to the extent it is non-waivable), not by the Service. Nothing in this no-refund policy is intended to waive, limit, or override any refund, cancellation, cooling-off, or withdrawal right that applicable law makes non-waivable for consumers where you live; to the extent any part of this policy conflicts with such a non-waivable right, that part does not apply to you and the remainder of the policy stays in effect.
Digital-content access. Where you request and receive immediate access to the course and its content, you acknowledge that, to the extent permitted by applicable law, you may lose any statutory cooling-off or withdrawal right once access is granted or once you begin accessing the content. Any mandatory consumer-withdrawal rights that apply where you live are not waived by this clause.
Contact us before disputing. If you have a billing concern, you agree to contact us first at admin@apexecommerce.co before initiating any chargeback or payment dispute. Nothing in these Terms limits any right you have under law or card-network rules to dispute a charge. While a chargeback or payment dispute is open, we may suspend or revoke your "Member" role and access, and we, or Apex Ecommerce Group LLC on our behalf, will provide the payment platform, payment processor, and card issuer with records of your purchase, your acceptance of these Terms (including the version you accepted, the date and time, your IP address, and your device), and your access to and use of the Service. Regardless of the outcome of any payment dispute, all content you accessed remains subject to the license and anti-piracy terms in Sections 4–6. No refund will be provided where access is terminated for a violation of these Terms (including the anti-piracy and content-protection rules in Sections 5 and 6).
Program Terms. If you purchased the Apex by Rayan program, Section 22 also applies, including its fee, payment-plan, and payment-default terms. A chargeback or payment dispute is not a way to cancel the Program or to get back amounts already paid: if a payment is reversed or not made, your access ends under Section 22.3. The Performance Guarantee in Section 22.8 is an extension of access, not a refund.
By us. We may suspend or terminate your access and "Member" role at any time, with or without notice, including if (a) you breach these Terms, (b) you lose the "Member" role, (c) we reasonably suspect misuse, fraud, security risk, or content theft, (d) we discontinue the Service, or (e) you are in payment default under Section 22.3.
By you. You may stop using the Service at any time. You may also request deletion of your account data as described in the Privacy Policy.
Review of enforcement decisions. If we terminate or suspend your access for a suspected violation (including suspected content theft or sharing) and you believe this was a mistake, you may contest the decision by contacting us at admin@apexecommerce.co within 14 days. We will review your contest in good faith. For non-egregious, curable breaches we may, at our discretion, give you an opportunity to cure before terminating; egregious violations (such as redistributing content) may result in immediate termination without a cure period.
Refunds on termination. If we terminate your access for your breach of these Terms, no refund is due. If we terminate your access not for your fault (for example, we discontinue the Service), any refund eligibility is governed by the no-refund policy (all sales final, except where a refund is required by law) in Sections 12 and 22.3 and any separate purchase agreement.
Effect of termination. When your access ends, your license under Section 4 ends immediately and you must stop accessing and using the Service and all content. Sections that by their nature should survive (including Sections 5, 6, 7, 8, 9, 12, 14, 15, 16, 17, 19, and 20, and the payment, confidentiality, and order-of-precedence provisions of Section 22, but not the Performance Guarantee where access ends for your breach or payment default) survive termination. We handle your data after termination as described in the Privacy Policy, including our support for data export and deletion.
THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT CONTENT PROTECTION CANNOT BE CIRCUMVENTED. WE DO NOT WARRANT ANY EARNINGS, RESULTS, OR OUTCOMES (SEE SECTION 7). Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR OWNERS, OFFICERS, EMPLOYEES, MENTORS, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID FOR ACCESS, OR (B) USD $100. IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY LAW, AND OUR LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW.
This Section limits OUR liability to you. It does not limit YOUR liability or indemnification obligations to us, including for breach of Sections 5 or 6 (anti-piracy and content protection). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited by law (such as for fraud or, where applicable, death or personal injury caused by negligence).
You agree to indemnify, defend, and hold harmless 1000849838 Ontario Inc., its affiliates (including Apex Ecommerce Group LLC), and their owners, officers, employees, mentors, contractors, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Service; (b) your violation of these Terms, including the anti-piracy and content-protection rules; (c) your User Content; (d) your violation of any law or any third party's rights; or (e) your distribution, capture, or sharing of any content.
To the fullest extent permitted by law, any claim or dispute you bring against us or our affiliates arising out of or related to the Service or these Terms must be filed within ninety (90) days after the event giving rise to it, or it is permanently barred. This time limit is paused from the date a notice is sent under the informal-resolution step in Section 19 until that step ends. This time limit does not apply where it is prohibited by law, including for certain consumer claims.
We may modify, suspend, or discontinue any part of the Service at any time. We may also update these Terms from time to time. If we make material changes, we will update the version and the "Last updated" date and ask you to accept the updated Terms before you continue using the Service. Other changes take effect when posted, and we will give reasonable notice of them (for example, through the Service or the Discord server). Your continued use of the Service after changes take effect means you accept the updated Terms. If you do not agree, stop using the Service. Every update, whether or not we ask you to accept it, applies only going forward from when it takes effect (or, if we ask you to accept it, from when you accept it). An update does not change the terms that govern any dispute or claim that arose before then, and it does not change the fee, payment schedule, or term of a purchase you have already made.
These Terms, including the Program Terms in Section 22, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules, and disputes are resolved as set out in this Section.
Informal resolution first. Before starting any formal proceeding, you and we agree to try to resolve the dispute informally. The party with a concern must send a written notice describing it to admin@apexecommerce.co (or, for us, to your email or through the Service), and the parties will attempt in good faith to resolve it for at least 30 days.
Formal resolution (binding arbitration; class-action waiver). If the dispute is not resolved informally, it will be resolved by final and binding individual arbitration under the arbitration laws of Ontario, administered under the Arbitration Rules of the ADR Institute of Canada, seated in Toronto, Ontario, before a single arbitrator (and conducted remotely by video or telephone where available), and judgment on the award may be entered in any court of competent jurisdiction. Where the law of the place you live requires it, this arbitration agreement is also enforceable under that law (for example, in the United States, the Federal Arbitration Act).
Delegation. You and we agree that the arbitrator, and not any court, has the exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, scope, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable, except that the enforceability of the class-action waiver below is for a court, not the arbitrator, to decide.
Class-action waiver. You and we waive any right to a jury trial, and agree that claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. Non-severability of the class-action waiver: the class-action waiver is a material and non-severable part of this arbitration agreement. If the class-action waiver is found unenforceable or invalid as to any claim or request for relief, then the entire arbitration agreement in this Section (but not the rest of these Terms) is null and void as to that claim or request for relief, which will instead proceed in the courts of Ontario; in no event will any claim be arbitrated on a class, collective, consolidated, or representative basis.
Your right to opt out. You may opt out of this entire arbitration agreement, with no effect on the rest of these Terms, by emailing admin@apexecommerce.co within 30 days of first accepting these Terms and including your Discord handle and a clear statement that you opt out of arbitration; if you opt out, disputes will be resolved by the courts of Ontario. Opting out of arbitration does not relieve you of any other provision of these Terms.
Carve-outs. This arbitration requirement does not apply to (i) qualifying small-claims-court matters brought on an individual basis, or (ii) claims for injunctive or other equitable relief to stop content theft or intellectual-property infringement, which either party may bring in a court of competent jurisdiction at any time.
Consumers where the law restricts arbitration. If you are a consumer who lives in a place (for example, Ontario or Quebec) whose law does not allow a pre-dispute arbitration agreement or a class-action waiver to be enforced against a consumer, those provisions do not apply to you to that extent, and you may bring your claim in the courts where that law allows you to.
Questions about these Terms? Contact us at admin@apexecommerce.co or through the designated Discord support channel.
1000849838 Ontario Inc., Ontario, Canada. Email: admin@apexecommerce.co.
Payments in US dollars may be received on our behalf by our US affiliate, Apex Ecommerce Group LLC, 30 N Gould St Ste R, Sheridan, WY 82801, United States. Email: admin@apexecommerce.co.
This Section 22 (the "Program Terms") contains the terms of the Apex by Rayan Client Agreement. It is in addition to, and not in replacement of, Sections 1 to 21 of these Terms and the Privacy Policy. In these Terms, the "Company" means 1000849838 Ontario Inc. (CRA Business Number 78466 6026 RC 0001), that is, us: we operate the Service and sell and provide the Apex by Rayan program (the "Program"). In this Section "you" means the member who purchased it. Program payments are made through a third-party payment platform and may be received on our behalf by our US affiliate, Apex Ecommerce Group LLC (Section 12).
These Program Terms apply if you purchased the Program. If the student is under 18 (or the age of majority where they live), "you" in this Section also means the parent or legal guardian who bought the Program for them, and that person is responsible for the fee and every installment (Section 1). They restate the standard Client Agreement inside the Service. If you signed a Client Agreement, the signed version controls over this Section as to the fee, payment schedule, refunds, the Program term, what the Program includes, and the Performance Guarantee (for example, a different fee, installment schedule, or start date). On every other matter, including conduct, confidentiality, content protection, intellectual property, and privacy, these Terms control (Section 20). If you purchased a different offer or package, the fee, term, and inclusions stated at the time of your purchase replace the USD $6,000 fee and eight-month term in Sections 22.3 and 22.4 and the inclusions in Section 22.2. The non-refundable rule, the payment-plan rules, and the payment-default terms in Section 22.3 still apply to any installment plan you agreed to. If your purchase covers course content only, the coaching, call, homework, product-test, and Performance Guarantee items in this Section do not apply to you, and the rest of this Section applies to the extent it is relevant to what you purchased. We advise you to seek independent legal advice before accepting these Program Terms. You acknowledge that you have read and understood them and have had the opportunity to seek that advice before accepting them.
The Program is delivered through the Service and the Apex Discord community. Content, coaches, schedules, and features may change over time (Section 18).
Core training
Coaches and support
Accountability and tracking
Community and network
Unless your signed Client Agreement or your checkout says otherwise (Section 22.1), the Program fee is USD $6,000 for an eight (8) month term, payable either in full at enrollment or under a payment plan agreed at enrollment, with installment amounts and due dates confirmed in writing.
All payments are non-refundable, except where a refund is required by law (Section 12). The Performance Guarantee in Section 22.8 extends access; it is not a refund.
A payment plan is an agreed way to pay the fixed Program fee in parts. It is not a subscription that can be cancelled to stop future installments. The number, amounts, and due dates of your installments are those confirmed in writing at enrollment.
If you are on a payment plan:
If you financed your purchase through a third-party finance provider, your agreement with that provider is separate from these Terms. The Company cannot stop or change payments you owe to that provider, and ending your Program access does not end that agreement.
The Program begins on your purchase date and continues for eight (8) months, or longer if the Performance Guarantee applies (Section 22.8). Access requires both a paid "Member" role in the Apex Discord server and a valid Service login; losing either through termination or a rule violation removes your access (Section 2). When the term ends, the Company may offer continuation options at its discretion; any access after the term continues at the Company's discretion and ends when your Member role is removed. The Company may update, change, or discontinue parts of the Program (Section 18).
You agree to:
These responsibilities also determine eligibility for the Performance Guarantee (Section 22.8).
Ecommerce involves risk and results are not guaranteed. The Company does not guarantee any revenue, profit, or success. All strategies, training, and coaching are for educational purposes only and are not financial, tax, or legal advice. You are solely responsible for your business decisions and outcomes. Results shared by past students are not typical and are not a guarantee of what you will achieve. Section 7 applies in full.
All proprietary training materials, strategies, supplier relationships, and tools provided are for your personal use only. You may not distribute, share, resell, or reproduce them without prior written permission from the Company. Applying what you learn to your own business is personal use (Section 4).
All video in the Service plays with an on-screen watermark identifying your account, as described in Section 6. Any unauthorized distribution of Program content can be traced to your account, and you accept full legal and financial liability for any such breach, as set out in Sections 5 and 6. Content protection is enforced under Sections 5 and 6, and damages for a single breach are recoverable only once.
All content, tools, and materials are owned by the Company, its affiliates, or their licensors (third-party tools belong to their vendors). You receive a limited, non-transferable license to use them solely for your personal use. You may keep applying what you learned in your own business during and after the Program, but your license to access, view, or keep Program content and materials ends when your access ends (Sections 4 and 13), and you may not keep copies.
The Performance Guarantee is a commitment to extend your access. It is not a refund and not a guarantee of any revenue, profit, or result (Section 7). The revenue and profit figures below are only the conditions for the extension; they are not a prediction or promise of what you will earn. It applies to every purchase of the standard Program; if you purchased a different offer or package (Section 22.1), it applies only if the terms stated at your purchase include it.
If you have not achieved USD $100,000 in total ecommerce revenue, or recovered your initial USD $6,000 Program investment in profit, within the first eight (8) months of the Program, the Company will extend your access at no additional charge for up to twelve (12) months from the date the Program began for you under Section 22.4, provided you have met all of these participation requirements:
Failing any of these conditions voids eligibility for the extension. Members who are inactive, missing from the community, or not demonstrably working through the Program for two (2) weeks or more without a documented reason are not eligible. Members in payment default when they make a guarantee claim are not eligible. To claim the extension, email admin@apexecommerce.co. The Company decides eligibility using the Service's records (lesson completion, homework and product-test submissions, and activity) together with any call-attendance and community records it keeps.
The Company processes your personal data, including your name, email address, phone number, and IP address, for account verification, platform security, and Program administration, and the Company and Apex Ecommerce Group LLC process it for payments and to respond to payment disputes, as described in the Privacy Policy and on the legal bases stated there. The Privacy Policy applies to these Program Terms.
The Company may terminate these Program Terms and revoke your Program access, including removing your Discord role and your Service login, if you:
If your access is terminated for any of these reasons, no refund of amounts paid will be issued. The Company will stop collecting any remaining installments it collects directly. Payments owed to a third-party finance provider continue under that provider's agreement (Section 22.3). Section 13, including its review process, also applies.
These Program Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, and disputes about them, including disputes about the Program fee, payment plans and payment default, refunds, the Program term, what the Program includes, and the Performance Guarantee, are resolved under Section 19 (informal resolution first, then binding individual arbitration, with its opt-out, carve-outs, and consumer protections).
These Program Terms, together with the provisions of these Terms they refer to (including Sections 7 and 14 to 17) and the Privacy Policy, are the entire agreement between you and us about the Program and supersede all prior agreements, written or oral, except a Client Agreement you signed, which controls only as described in Section 20.
A rank is a cosmetic status based on the lifetime revenue you have verified with us, on a ladder published in the Service (from Iron, for no sales yet, up to Challenger). Ranks are shown on the rank leaderboard in the Service and as a rank role in the Apex Discord community. A rank carries no prize, payment, or legal effect, and does not change your access to the Service or the Program. Ranks are available to members whose purchase includes the full Program; they are not part of course-only access (Section 22.1). A rank is not an endorsement of your business, an audit of your figures, or a statement that anyone can expect similar results (Section 7 and Section 22.6).
You choose whether to verify a figure, and how:
Every member with access to the leaderboard is listed on it, including members with no verified figure yet. Other members can see your Discord display name, Discord profile photo, rank, and position. Your exact revenue figure is shown to other members only from $10,000 upward; below that, they see only the starting amount of your rank (for example, "$50,000+"). You always see your own exact figure, and Apex staff can see it. When your rank goes up after your first verified figure, the Apex Discord may announce it in a promotions channel with an image showing your Discord profile photo, Discord username, new rank, and figure, under the same $10,000 rule. Your first verified figure is not announced.
Your verified figure and rank only ever move up. A store that later issues refunds, or one you disconnect, does not lower a rank you already hold. Disconnecting a store stops future reads of it; its last figure stays on your rank.
We may correct or remove a figure, a rank, and its Discord role where it rests on an error or on evidence that breaks Section 5 (for example, an altered screenshot or recording, or a store you do not run), and we may take the steps described in Section 13.
You can disconnect a store at any time from the leaderboard page. When you do, we delete the access key Shopify gave us for it. You can also uninstall the Apex app from your Shopify admin; Shopify then tells us, and we stop reading the store and delete its access key at once. The Apex app asks Shopify only for permission to read orders. How we handle this data is described in the Privacy Policy.