BY ACCEPTING THIS AGREEMENT, YOU AGREE THAT YOU ARE AT LEAST 18 YEARS OLD AND HAVE READ AND UNDERSTAND, AND AGREE TO, THE TERMS OF THIS AGREEMENT, AND THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. You agree to waive any defense you may have based on the electronic form of this Agreement and your lack of signature. If you do not accept this Agreement, you may not register for or use the Digital Program.
THIS AGREEMENT IS SUBJECT TO A MANDATORY ARBITRATION PROVISION AND A WAIVER OF JURY TRIAL AND WAIVER OF CLASS ACTION LAWSUITS—PLEASE READ THE SECTION ENTITLED DISPUTE RESOLUTION BELOW CAREFULLY.
We may also make changes, upgrades, and improvements to the Digital Program from time to time at our discretion. We may modify or remove features and functions of the Digital Program from time to time.
1. SUBSCRIPTION TERM AND PAYMENT
1.1. Subscription. Subject to your compliance with this Agreement and paying all applicable fees, you may access and use the Digital Program for a subscription term of twelve (12) months (“Initial Subscription Term”). You may renew your subscription to the Digital Program by purchasing a new subscription term (a “Renewal Subscription Term”). The Initial Subscription Term and any Renewal Subscription Term are each referred to as the “Subscription Term”. You may not cancel or terminate the current Subscription Term unless you terminate this Agreement in accordance with its terms.
1.2. Subscription Fees. The fee for your subscription to the Digital Program during the Initial Subscription Term is either $1,164.00 paid in 12 equal monthly installments of $97.00, or a one-time lump sum of $997.00 paid upon your registration for the Digital Program. The fees for any Renewal Subscription Term are as quoted by us. All fees are non-refundable. You shall be responsible for full payment of fees for the entire Program, regardless of whether you complete the Program.
1.3. Payment. You will provide us with valid and updated credit card information, and you hereby authorize us to charge such credit card (a) if the monthly payment plan is selected, on or after the 30th day following the first day of your Subscription Term and each month thereafter, or (b) if a one-time payment is selected, upon your registration for the Digital Program.
2. USING THE DIGITAL PROGRAM
2.1. Access. Subject to this Agreement, we grant you a non-exclusive, non-transferable, revocable limited right to access and use the Digital Program during the applicable Subscription Term, provided that all such access and use is solely for the permitted purposes described in this section and in compliance with all applicable Laws (defined below). You are entirely responsible for any and all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your account or password. You may not use anyone else's account at any time. We may suspend access to the Digital Program at any time without liability in our sole discretion.
2.2. Compliance with Laws. You agree not to upload, transmit or disclose any data to the Digital Program that would constitute “Personally Identifiable Information” under any applicable Laws other than that which is specifically required by Company in order to create a User account on the Digital Program, and that you shall be liable for the upload, transmission or other disclosure of such data, whether inadvertent, intentional, or otherwise. Some examples of Personally Identifiable Information include a person’s name, email address, social security number, address, date of birth and mailing address. “Laws” means all laws, rules and regulations applicable to the Digital Program and to you, and include all applicable federal and state communications, export and data security and data privacy laws. You agree to comply with all applicable Laws in your use of the Digital Program.
2.3. Restrictions on Use. You will not: (a) reverse engineer, disassemble, decompile, otherwise attempt to derive the source code of the Digital Program, separate the contents of the Digital Program, or permit others to do any of the foregoing; (b) share any user ID or passwords with any third-party, solicit another user’s login information or access or use another Digital Program user’s account without permission; (c) allow unauthorized third-party to access your account; (d) do anything that may jeopardize the security of your account or the Digital Program; (e) use the Digital Program to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Digital Program, or copy any ideas, features, functions or graphics of the Digital Program; (f) use the Digital Program to violate the security or integrity of the Digital Program or any other network, computer or communications system, software, network or computing device; or (g) “frame” or “mirror” any portion of the Digital Program. You shall not aid or permit others to do any of the foregoing.
2.5. Acceptable Use Policy. You acknowledge that Company engages third party vendors to host the Digital Program, and may change such vendors from time to time. You shall at all times use the Digital Program in accordance with such vendors’ acceptable use policy as made available by Company to you from time to time (“AUP”), and the AUP is incorporated into this Agreement in its entirety as if fully set forth herein. As of the date of these Terms of Service identified above, Company’s hosting provider is LiquidWeb, and User shall comply with LiquidWebs’s AUP found at https://www.liquidweb.com/about-us/policies/acceptable-use-policy/. You acknowledge that the current vendor’s AUP may change from time to time, and that it is your responsibility to check the current vendor’s AUP regularly to ensure your continued compliance.
2.6. Ownership. Using the Digital Program does not give you ownership of any intellectual property rights in the Digital Program or in the Content. We and our licensors retain all worldwide right, title, and interest in and to the Digital Program and all “Content”, which includes, without limitation, all visual content, audio content, text, data, source code, algorithms, authentication methods, know-how, processes, designs, logos, marks, look and feel, and all other content made available by us through the Digital Program, and all worldwide intellectual property rights therein. We and our licensors own all derivative works and enhancements of Content, including all worldwide intellectual property rights therein. No logo, graphic, sound or image from the Digital Program may be copied or re-transmitted unless permitted by us in writing, and you may not disclose Content to any third party. Any and all feedback or suggestions you provide with respect to the Digital Program, and any product or service incorporating such feedback, is our sole and exclusive property, and you irrevocably assign to us all intellectual property rights and all other rights and title related to such feedback and suggestions. We reserve all rights not expressly granted to you in this Agreement
2.7. Feedback. You hereby assign to Company all right, title and interest in and to all feedback, suggestions, ideas, improvements and other comments provided by you relating to the Digital Program (excluding User Data) (collectively, “Feedback”), and we will have the unrestricted right to use and disclose Feedback into and in connection with our products and services, without duty or obligation to you, and you acknowledge that any improvements, modifications and changes arising from or in connection with the Digital Program are the exclusive property of Company; provided, however, that we will not use your name in connection with any such use or disclosure.
2.8. Breach. Any breach of this Agreement that occurs through or by your account shall be deemed to have been a breach by you.
THE DIGITAL PROGRAM AND ALL RELATED INFORMATION, DATA, CONTENT, AND SERVICES ARE MADE AVAILABLE TO YOU “AS IS” AND WITHOUT ANY WARRANTY, AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE, ALL OF WHICH ARE HEREBY DISCLAIMED.
WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, DISTRIBUTORS, OR LICENSORS WARRANT OR REPRESENT THAT THE DIGITAL PROGRAM, INCLUDING THE INFORMATION MADE AVAILABLE THROUGH THE DIGITAL PROGRAM, WILL BE UNINTERRUPTED, UNCORRUPTED, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, COMPLETELY SECURE, OR ERROR-FREE, OR THAT DEFECTS OR BUGS CAN OR WILL BE CORRECTED, OR THAT THE PAGES OR THE SERVER, SYSTEMS, OR NETWORKS THAT MAKE THE DIGITAL PROGRAM AVAILABLE ARE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE NOR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING THROUGH THE DIGITAL PROGRAM WILL BE FREE OF INFECTION BY SOFTWARE VIRUSES OR OTHER HARMFUL COMPUTER CODE, FILES, OR PROGRAMS.
You agree and acknowledge that Company and its subsidiaries, affiliates, owners (including, but not limited to, Allana Pratt), principals, directors, executives, employees, staff, or agents are not lawyers, doctors, managers, therapists, psychiatrists, psychologists, licensed or accredited professionals, business managers, registered dieticians, financial analysts, or accountants. You agree and acknowledge that nothing shared or recommended during the Digital Program, nor any related products, videos or coaching sessions will constitute financial, investment, legal, medical and/or other professional advice and that no professional relationship of any kind is created between you and Company.
You agree and acknowledge that the Digital Program may provide experiential, philosophical or educational information that may or may not assist in personal growth. You agree and acknowledge your participation in the Digital Program will not treat or diagnose any disease, illness, or ailment (mental, physical or otherwise) and if you should experience any such issues you should see your registered physician or other practitioner as determined by your own judgment.
You agree and acknowledge the Digital Program is not and not intended to be psychological, emotional, medical, and/or therapeutic, nor is it intended to be a substitute, replacement, or supplement to or of therapy or any other process. You agree and acknowledge the Digital Program is not a substitute for health care, psychological, medical or nutritional advice of any kind. You agree and acknowledge you are fully responsible for your physical and mental well-being, and mental and physical choices and decisions during your participation in the Digital Program. You agree and acknowledge you will not hold Company liable for any consequences that may result from any financial, investment, legal, medical, and/or other decisions based in whole or in part on anything discussed during the Digital Program. You further understand that any information provided during the Digital Program is for general educational and informational purposes only. You agree and acknowledge that such information is not intended nor otherwise implied to be medical or health advice. You agree and acknowledge that such information is by no means complete or exhaustive, and that as a result, such information does not encompass all medical conditions, psychological disorders, health-related issues, or respective treatments. You agree and acknowledge that you should always consult your physician or other healthcare provider to determine the appropriateness of this information for your own situation or should you have any questions regarding a medical condition or treatment plan.
You agree and acknowledge Company does not offer any representations, warranties, or guarantees, verbally or in writing, express or implied, regarding any results of any kind. You agree and acknowledge Company is not required to do so and does not guarantee any result or outcome. You agree and acknowledge you are responsible for your results and any such results are dependent on various factors and in no way dependent on any information or services Company provides to you.
4. USER INDEMNIFICATION
You agree to indemnify and hold us, our affiliates, licensors, and suppliers—and our and their respective officers, directors, trustees, representatives, employees, and agents—harmless from any losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) directly or indirectly arising out of or relating to (i) your use of the Digital Program, unless the claims are covered by our obligations in the Section entitled Infringement below; (ii) your noncompliance with applicable Laws or breach of this Agreement; and (iii) User Data.
5.1. Third Party Claims. If a third party makes a claim against you alleging the Digital Program (excluding User Data) directly infringes any United States patent, copyright, or trademark, or misappropriates any trade secret (“IP Claim”), then we will have the sole and exclusive right—but not the obligation—to defend you against the IP Claim and pay all costs, damages, and expenses (including reasonable legal fees and costs) finally awarded against you by a court of competent jurisdiction or agreed to in a written settlement agreement signed by us arising out of such IP Claim; provided that: (a) you notify us in writing no later than thirty (30) days after your receipt of notification of a claim or potential claim; (b) you permit us to assume sole control of the defense of such claim and all related settlement negotiations; and (c) you provide us, at our request and expense, with the reasonable assistance, information and authority necessary to perform our obligations under this Section. You may not make any admissions or consent to any judgment or settlement in respect of an IP Claim without our prior written consent.
5.2. Exceptions. We shall have no liability for any claim of infringement based on: (a) the unauthorized modification of the Digital Program; (b) use of the Digital Program other than in accordance with the provided documentation and this Agreement; or (c) User Data. If, due to an IP Claim or the threat of an IP Claim, (i) the Digital Program is held by a court of competent jurisdiction to be infringing, or in our reasonable judgment may be held to infringe by such a court or (ii) you receive a valid court order enjoining you from using the Digital Program, or in our reasonable judgment you may receive such an order, we may, at our option: (1) replace or modify the Digital Program to be non-infringing; (2) obtain for you a license to continue using the Digital Program; or (3) terminate this Agreement upon notice. THIS SECTION ENTITLED INFRINGEMENT STATES THE ENTIRE LIABILITY OF COMPANY TO YOU OR ANY THIRD PARTY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, OR ITS AFFILIATES, LICENSORS, TRUSTEES, EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR ANY LOSS OF OR DAMAGE TO DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSS, OR FOR DAMAGE TO PROPERTY OR PERSONAL INJURY, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF SUCH CLAIM. OUR TOTAL MAXIMUM LIABILITY TO YOU WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY YOU TO US IN CONSIDERATION FOR YOUR USE OF THE DIGITAL PROGRAM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CAUSE OF ACTION. In the event this limitation of liability or disclaimer of damages is not enforceable in certain jurisdictions, our liability shall be limited in those jurisdictions to the greatest extent permitted by law. Without limiting the foregoing, we are not responsible for your behavior, or for any personal injury, death, property damage, or other harm or losses arising from or relating to your use of the Digital Program.
7. TERM AND TERMINATION
The term of this Agreement will commence on the date that your subscription to the Digital Program commences, and will continue through the applicable Subscription Term unless and otherwise terminated in accordance with this Section 7. Each party may terminate this Agreement if the other party breaches this Agreement and does not cure such breach within thirty (30) days of receipt of notice of the breach. Upon termination of this Agreement, your right to access or use the Digital Program shall immediately cease and Company will have no obligation to maintain, deliver or provide access to any of your data or information. Sections 3, 4, 5, 6 and 8 and this sentence will survive expiration or termination of this Agreement. Expiration or termination of this Agreement shall immediately terminate all subscriptions and access rights granted to you herein.
8. GENERAL TERMS
8.1. Third Party Website Links and Referrals. The Digital Program may contain links to other websites operated by third parties and referrals to third party service providers or other entities. These third party websites and referrals are not under our control. We provide these links and referrals only as a convenience to you. Your use of these third party websites and referrals to third party vendors is at your own risk.
8.2. Construction. You agree that this Agreement will not be construed against us by virtue of having drafted it.
8.3. Interpretation; Severability. All headings in this Agreement are included solely for convenience, and shall not affect its interpretation. If it turns out that a particular term in this Agreement is not enforceable, this will not affect any other terms.
8.4. Waiver. If you fail to comply with these terms, and we do not take action right away, this does not mean that we are giving up any rights or remedies that we may have (such as taking action in the future). If we decide, in our sole discretion, to waive a term or condition of this Agreement, such waiver will stand alone and will not imply any other waiver of any other term or condition.
8.5. Entire Agreement. This Agreement constitutes the entire agreement between, and supersedes any prior or separate agreements, between the parties, with respect to its subject matter.
8.6. Notices. All notices and consents sent to us under this Agreement must be written and transmitted by confirmed email to email@example.com. Notices shall be deemed received on the date of receipt. Notices to you will be provided through the Digital Program or as an Update to this Agreement or to the email address you used to register with us.
8.7. Relationship. The parties are independent contractors and nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties or as authorizing either party to act as agent for the other or to enter into contracts on behalf of the other. These terms do not create any third party beneficiary rights.
8.8. Force Majeure. We will be excused from performance for any period during which, and to the extent that, we or our suppliers, licensors, and agents are prevented from performing any obligation or service, in whole or in part, as a result of causes beyond our reasonable control, and without fault or negligence.
8.9. Governing Law. The laws of the State of Nevada will apply to any disputes arising out of or relating to this Agreement, without regard to conflict of laws principles, and the United Nations Convention for the International Sale of Goods is hereby excluded.
8.10. Dispute Resolution.
(a) Both parties agree to first attempt to negotiate any dispute (except those expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will begin upon written notice from one party to the other.
(b) If the parties cannot come to a resolution within thirty (30) days of commencement of informal negotiations, either party may choose to have the dispute (except those expressly excluded below) finally and exclusively resolved by binding arbitration in Reno, Nevada, United States. This election to arbitrate is final and binding. The Consumer Arbitration Rules (the “Rules”) of American Arbitration Associations (available on the AAA website, www.adr.org will govern the binding arbitration. There are two exceptions to the exclusivity of arbitration. The first exception to the exclusivity of arbitration is the equitable relief circumstance described in more detail in Clause (e) below. The second exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small claims court of competent jurisdiction in the county in which you reside, or in Reno, Nevada. Such arbitration shall be conducted by written submissions only, unless either you or the Company elect to invoke the right to an oral hearing before the Arbitrator. But whether you choose arbitration or small claims court, you agree that you will not under any circumstances commence, maintain, or participate in any class action, class arbitration, or other representative action or proceeding against the Company. Except as otherwise provided in this Agreement, both parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
(c) YOU UNDERSTAND THAT ABSENT CLAUSE (b) and CLAUSE (c), YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL, AND SO YOU HEREBY WAIVE THE RIGHT TO A JURY TRIAL.
(d) BOTH PARTIES AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN THE PARTIES. TO THE FULL EXTENT PERMITTED BY LAW: (i) NO ARBITRATION WILL BE JOINED WITH ANY OTHER; (ii) YOU WAIVE ANY RIGHT TO COMMENCE A CLASS-ACTION SUIT; AND (iii) NO DISPUTE MAY BE BROUGHT IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
(e) Equitable Relief: As an exception to the agreement to resolve disputes as described in Clause (a) and (b), in the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including without limitation a temporary restraining order or injunction, without posting a bond or proving damages.
8.11. Assignment. You may not sell, lease, assign, or otherwise transfer any rights granted under this Agreement. Any attempt to do so shall be void and of no effect without our advance written consent. This Agreement will inure to the benefit of and be binding upon any successors and permitted assigns of the parties.
8.13. Location of Service. You acknowledge that we operate and control the Digital Program from North America. We make no representation that the Digital Program is appropriate or available in other locations. The information provided on the Digital Program is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Digital Program from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
PLEASE PRINT THESE TERMS OF SERVICE FOR YOUR RECORDS.