IMPACTING MILLIONS, LLC
IMPACTING MILLIONS
TERMS OF ENROLLMENT

Please READ carefully. This is a legal contract.

You must agree to these Terms and Conditions of Use (“TOU”) before you are permitted to use any Impacting Millions, LLC digital or downloadable resources, online course, one-on-one or group coaching, class, program, workshop, or training, or enter any online private forums operated by Impacting Millions, LLC (for any purpose), whether on a website hosted by Impacting Millions, LLC or a third-party website such as an online course platform or Facebook.com (collectively “the Program”). 

If you do not agree with these TOU, you may not use the Program.

As used in these TOU, the term “Releasees” is defined to include the following: (i) Impacting Millions, LLC, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns (collectively “the Company”); (ii) any Company volunteers; and (iii) Selena Soo.

1. PROGRAM

The Company agrees to provide the Program in the following format: 

1. Seven (7) Core Program Modules 
2. Any of the following bonuses You may qualify for:
   • Six (6) 1 hour (60 minute) Live Group Q&A Coaching Webinars with Selena Soo
   • Twelve (12) Monthly Live Webinars with Media Coach
   • Access to Downloads of the Video and Audio from the Live Webinars
   • Master List of Our Favorite Media Professionals of 300+ contacts
   • Professional Media Bio Review with expert copywriter
   • Bonus One (1) Year Access to The Impacting Millions Insiders Circle, with access to members-only Facebook group
   • Any additional Bonuses officially announced by Company

The Company reserves the right to offer additional program elements from time to time, for any subgroup of participants. These additional program elements are a bonus, not a part of the services included in the base version of the Program. The selection of the participants who may participate in any additional program elements is at the sole discretion of the Company.

2. Participants

This Program is intended and only suitable for individuals aged 18 and above. Some of the content in this Program may not be appropriate for children. Company hereby disclaims all liability for use by individuals under the age of 18.

3. Payment

You agree to the following fees and payment schedule, as selected at checkout: 

PAY-IN-FULL: A one-time      payment of $1,997.00, due at the time of registration.

OR

PAYMENT PLAN: Twelve (12) monthly recurring payments in the amount of $197. Recurring monthly payments will be charged to your card every thirty (30) days.        

Participants of the Program may pay for the Program by credit card, debit card, or PayPal account.

If paying by Paypal, debit card or credit card, you give us permission to automatically charge your Paypal, credit or debit card for all fees and charges due and payable to the Company, without any additional authorization, for which you will receive an electronic receipt.  You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

If payment is not received within five (5) days of the due date, Company in its sole discretion may charge you a $45.00 late processing fee.

If you fail to make any payment in a timely manner or voluntarily withdraw from the Program at any time or for any reason, except as detailed in paragraph 4 of this Agreement, you will remain fully responsible for the full cost of the Program and all payments in any payment plan you have chosen. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

4. Refunds

We strive to ensure you are satisfied with any purchase you make from the Company but also want to ensure you put your best foot forward in applying the methods in the Program.

We offer a 30-day refund period that covers purchases of this Program. However, to qualify, you are required to submit evidence that you completed the coursework in the Program and you must request a refund within 30 days of the start date of the Program. You must contact our customer service team at support@selenasoo.com prior to May 12, 2021 at 11:59pm Eastern Time (herein defined as the “Refund Expiration Date”). Your refund request must include your completed coursework. 

The completed Program coursework (the “Work”) you submit along with your refund request must include all of these following items:

• Identify ten (10) places to pitch your story ideas including contact email address
• List of at least ten (10) story ideas around your expert topics
• Provide a copy of your Media Bio following Impacting Millions format 
• Screenshots showing you sent at least five (5) emails to media outlets with different story ideas 

Our success coach will review submitted Work and may schedule a short call to discuss your concerns and reason for refunding. If all steps are completed, then you will be granted a full refund.

If you request a refund and do not submit the required completed Program Work detailed above, by the Refund Expiration Date, you will not be granted a refund.

Company will NOT provide refunds for any request that comes more than 30 days following the date of purchase. After the Refund Expiration Date, all payments are non-refundable and you are responsible for full payment of the fees for the Program regardless of whether you complete the Program.

Please note: If you opted for a payment plan and you do not request a refund before the Refund Expiration Date, with the required information at the time of your refund request, you are required by law to complete the remaining payments of your payment plan.

Upon determining that you are entitled to a refund pursuant to this policy, Company will process your refund within 30-60 days from request in Company’s sole discretion.

Note: As outlined above, after the thirty (30) day period, you are responsible for full payment of fees for the entire Program, regardless of whether you have selected a pay-in-full or monthly payment plan. If you elect to discontinue your use of the Program for any reason, you are still responsible for any and all outstanding balance(s) plus any fees we may incur in an attempt to obtain payment from you.

Company reserves the right, in its sole discretion, to determine how to discipline a participant who violates these Terms. Therefore, if a participant disagrees with how the Company disciplines another participant and requests a refund, the Company will deny such request.

Furthermore, if a participant violates these Terms, the Company reserves the right, in its sole discretion, to offer the participant another opportunity to abide by these Terms. If a participant disagrees with the Company offering another participant a second opportunity to follow these terms, no grounds for a participant to receive a refund would be created, and any request for a refund on this basis shall be denied.

If, in the Company’s sole right and discretion, you persist with behaviors or actions that violate these Terms, the Company may terminate your access and participation in the Event without notice and without refund. 

Since we have a clear and explicit Refund Policy in these TOU that you have agreed to prior to completing the purchase of the Program, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.

5. Intellectual Property Rights

a. Ownership of the Content

The words (oral and written), videos, voice and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases,  and all other information and intellectual property accessible on or through the Company website, any third-party website the Company may use to distribute or host the Program, and contained in e-mails sent to you by the Company, as well as the look and feel of all of the foregoing (“the Content”) is property of the Company and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.

b. The Company’s Limited License to You

If you view, purchase or access any Program or any of the Content, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.  

This means you may view, download, print, email and use one copy of individual pages of the Program and Content for your own personal purposes only.

You may not republish, reproduce, record, duplicate, copy, sell, divulge, teach, display, disclose, distribute to friends, family, or any other third party, or otherwise use any material from the Program or Content for commercial purposes or in any way that earns you or any third party money (other than by applying them generally in your own business). By downloading, printing, or otherwise using the Program or Content for personal use you in no way assume any ownership rights of the Content – it is still Company property.  Any unauthorized use of any materials found in the Program or Content shall constitute infringement.  

You must receive our written permission before using any of the Program or Content for your own commercial use or before sharing with others. 

The trademarks and logos displayed on the Program or Content are trademarks belonging to the Company, unless otherwise indicated. Any use including framing, metatags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.

All rights not expressly granted in these terms or any express written license, are reserved by us.

c. The Company’s Limited License to You: Facebook group and Live Calls

You are granted a non-exclusive, revocable, non-transferable right, license and privilege to use and access (but not to sublicense) our Facebook.com private group and live calls for a one (1) year period for personal, non-commercial use only, limited to only you. Thereafter, your right to continue to use the Program and Content is subject to you executing Company’s Alumni Program agreement and paying the applicable fee.

d. The Company’s Limited License to You: Lifetime Access to Program Materials within the Membership Site

You are granted lifetime access to the Program materials and Content on the membership site, for the life of the Program only. 

This means you will have access to any Program materials found on the membership site, provided your account is in good standing, for as long as Impacting Millions, LLC continues to host and provide access to the Content you have purchased.

e. Unauthorized Use

Your use of any materials found in the Program or Content other than that expressly authorized in this agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages of five (5) times the total fees paid for the Program in the event of your Unauthorized Use, or a minimum of $5,000, whichever is greater, in addition to any legal or equitable remedies the Company may be entitled to pursue.  This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.     

You agree that any violation or threatened violation of the Intellectual Property Rights terms in these TOU would cause irreparable injury to the Company that may not be adequately compensated by damages, entitling the Company to obtain injunctive relief, without bond, in addition to all legal remedies.

f. Your License to the Company; Use in Testimonials and Marketing. 

By posting or submitting any material during the Program such as comments, posts, photos, designs, graphics, images or videos or other contributions, you are representing to us that you are the owner of all such materials, and you are at least 18 years old.

The Company may request your consent to use your likeness (including your name or screen name), comments, posts, photos, images, videos or other contributions created by you (collectively, “Your Material”), for any purposes, including commercial purposes such as advertising. If you grant such consent, you agree that the Company, and anyone authorized by the Company, is granted an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly display Your Material, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and grant us the right to make it part of the Company’s current or future Site and Content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you.  You acknowledge that, if you grant this consent, we have the right but not the obligation to use Your Material and that we may cease the use of Your Material on our Site or in our Content at any time for any reason. 

You also consent to photographs, videos, and/or audio recordings, including teleconference calls, webinars, or other communications, that may be made by the Company during the Program that may contain you, your voice and/or your likeness. The Company may request your consent to the Company’s use, display, distribution or other publication of these photographs, videos, and or/audio recordings and/or any other materials submitted by you to the Company or created by the Company in connection with your participation in any Program.  If you grant such consent, you agree that the Company, and anyone authorized by the Company, is granted the right, without any compensation to you, to use your likeness and identify you as the author and individual depicted in any comments, posts, photos, images, videos or other contributions created by you or the Company, or by name, email address, or screen name, for any purposes, including commercial purposes and advertising. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions in the Program or in our Content at any time for any reason.

g. Request for Permission to Use the Content

If you wish to use any of the Content, or any other intellectual property or property belonging to the Company, you should request permission in writing BEFORE you use the Content by sending an e-mail to support@selenasoo.com.

If you are granted permission by the Company, you agree to use the specific Content that the Company allows and only in the ways for which the Company has given you its written permission. If you choose to use the Content in ways that the Company does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in the Program and Content.

6. Coach-Client Relationship

The coaching relationship is co-creative, meaning that the coaches and you are equal partners in the coaching process.

a. Your Coaches’ Responsibilities

• Your coaches are trained to use communication skills and coaching tools to support you as an equal partner throughout the coaching process.
• Your coaches will provide individual guidance to group participants based on information provided to the coaches. 
• Your coaches will answer questions through whatever forum your Program provides, such as via the Company’s website, a social media forum, live event, private message or live group coaching call.

b. Your Responsibilities

You agree to:

• Constantly use your best efforts in the use of the Program and Content in a way to protect the good name and goodwill associated with the Program and Content and Company. 
• Not to attack the title of Company in and to the Program or any of Content nor attack the validity of the license granted hereunder. 
• Not to harm, misuse or bring into disrepute the Program, Content or Company, but to the contrary, maintain the value and reputation thereof to the best of your ability. 
• At all times comply with all applicable government laws and regulations, and all voluntary industry standards relating or pertaining to the use of the Program and Content, and shall maintain appropriate customary high-quality standards. You shall also abide by Company’s suggestions and specifications regarding quality control over the use of the Program Material.
• You agree to complete all tasks assigned during the Program, including but not limited to watching or listening to videos, completing worksheets and assignments, and attending coaching sessions.
• You agree that your relationship with the Company is that of a coach-client relationship and that no other professional relationship has been established.
• You agree that coaching is not to be used as a substitute for professional advice of any kind, including medical, mental or other qualified professional help and you agree to seek professional guidance for such matters, should they arise, independent of the coaching relationship.

7. Your Conduct

The Program is a “pitch free zone.” You agree you will not pitch, promote, market, or sell any other products, groups, programs, or events to Program participants on any Company website or third-party forums operated by the Company, whether or not officially sanctioned, owned, or operated by the Company. This means you agree not to form, or ask Program participants to join, “shadow” groups on social media or any other platform, or in-person meetups, based on interests or locality. You agree you will not invite Program participants to participate in events, such as a meetup, seminar, webinar, or workshop without first receiving approval from the Company. You agree not to market, promote, or sell products or services such as public relations, marketing, publicity, or other coaching services, or other products or services to Program participants, unless you are authorized or requested to do so by the Company.

Please choose carefully the materials that you upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material you post on the Company’s website or in any third-party forums operated by the Company may become public. 

You are responsible for your material and for any liability that may result from the material you post.  You participate, comment, and post material at your own risk.  Any communication by you on the Company’s website and any third-party forums operated by the Company, whether by leaving a comment, participating in a chat, public or private forum, or other interactive service, must be respectful. You may not communicate or submit any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others.  You agree to post comments or other material only one time. 

You are strictly forbidden from the following:

• Harassing, fighting with, or being disrespectful to other participants
• Causing damage to any Company website or third-party forums operated by the Company
• Using any Company website or third-party forums operated by the Company for any unlawful, illegal, fraudulent or harmful purpose or activity
• Using any Company website or third-party forums operated by the Company to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software
• Using any Company website or third-party forums operated by the Company to transmit, send or deliver unsolicited communications or for other marketing or advertising purposes
• Systematically or automatically collecting data from any Company website or third-party forums operated by the Company
• Sharing private and proprietary information (i.e., name, email addresses, titles, positions, phone numbers, addresses, experience, results, statements (oral or written) from other participants with anyone else or any third party 
• Discriminatory speech, hate speech, comments, or actions against another participant based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels

The Company does its best to create a safe and welcoming space for all participants, however, Company cannot guarantee that all participants will follow these guidelines. Company, in its sole discretion, may remove any participant’s comments, posts, content or materials, however, Company does not have a duty to review all comments, posts, content and material shared within any online private forums or groups or on any group call. The Company neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the Company website or any third-party forums operated by the Company. Therefore, Company shall not be held liable for any loss or damage caused by participant’s comments, actions, posts, content or materials that result in another participant’s trauma or discomfort.

We may also post separate rules regarding your behavior in any online community or forum, whether hosted on the Company’s website or a third-party website, which may be updated from time to time. You agree that you are bound by those rules and they are expressly incorporated into these TOU.     

If, in the Company’s sole discretion, your conduct violates these TOU in any way, you agree that the Company may immediately and permanently terminate your participation in the Program and your access to the Content without refund.  

8. Confidentiality

Company is not legally bound to keep your information confidential. Nevertheless, the Company agrees to keep all information about the coaching relationship confidential except when disclosure is required by law, for example if a court issues a subpoena for the file or information, or if you threaten to harm yourself or others. You acknowledge that your communications with any Company coach are not covered by any doctor-patient privilege or other privilege.

Confidential information does not include information that:

a. was in the Company’s possession prior to your participation in the Program;

b. is generally known to the public or in your circle of friends and family and co-workers; or

c. the Company may be required by law to disclose.  

You may use a screen name or pseudonym instead of your actual name for your participation in group coaching sessions and public posts on the Company website and in third-party forums operated by the Company. 

You agree that the Company shall not be liable for the disclosure of any of your information by another Program participant. You agree to keep all information you learn about other Program participants, their businesses, or clients (as applicable), strictly confidential except in very rare circumstances where disclosure is required by law.

The Company may record coaching calls and share them in the Program, on the Company’s website, or on third-party forums operated by the Company. 

The Company respects your privacy and insists that you respect the Company’s and other Program Participants. Thus, you agree that any confidential information shared by Participants within the Program or any representative of the Company is confidential, proprietary, and belongs solely and exclusively to the Participant who discloses it. You agree not to disclose, reveal or make use of any confidential information or any transactions, during discussions, during group calls, from the forum or otherwise.

You agree not to use such confidential information in any manner other than in discussion with other Participants throughout the Program. Confidential information includes, but is not limited to, information disclosed in connection with this Agreement, intellectual property, trade secrets, and other proprietary information.  

You also agree that you will not share any recorded coaching calls or third-party forum postings outside the private member areas of the Company’s website or any third-party forums operated by the Company. If the Company discovers you have done so, this will be grounds for immediate termination of your access to the Program and Content without refund.

9. Username and Password

To access certain features of the Program, including any Content or private membership areas, you may need a username and password. It is your responsibility to inform the Company before the Program start date if you do not receive an email containing your password to access the Program. You agree to keep your username and password confidential. Your username and password may not be shared with any third parties. During the registration process for any service or product, you agree to provide true, accurate, current and complete information about yourself. If the Company has reasonable grounds to suspect that you have provided false information, shared your username and password with anyone else, or forwarded any non-public material from the Program to any other person, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Program or any Content, in whole or part, without refund. Any personally identifiable information you provide as part of the registration process is governed by the terms of the Company’s website Privacy Policy.

10. Termination

Company is committed to providing all customers in the Program with a positive Program experience. By signing and clicking the box within the order form prior to your purchase of the Program,  you agree that the Company may, in its sole discretion, terminate this Agreement, and limit, suspend, or terminate your access to Program and Content without refund or forgiveness of one-time or monthly payments if you breach any part of these TOU, as determined by Company in its sole discretion. You will still be liable to pay the total fees outlined above in paragraph 3 of these TOU.

The restrictions imposed on you in these TOU with respect to the Program and its Content will still apply now and in the future, even after termination by you or the Company.

11. Personal Responsibility, Assumption of Risk, Release, Disclaimers

a. You are voluntarily participating in the Program and assume all risk of injury, illness, damage, or loss to you or your property that might result, whether arising out of the negligence of Releasees or otherwise.

b. The Program and Content provide information and education only, and do not provide any financial, legal, medical or psychological services or advice. None of the Program or Content prevents, cures or treats any mental or medical condition.  The Program and Content is not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, financial advisor, or medical professional.  You are responsible for your own financial, legal, physical, mental and emotional well-being, decisions, choices, actions and results. You should consult with a professional if you have specific questions about your own unique situation. The Company disclaims any liability for your reliance on any opinions or advice contained in the Program.

c. You agree that you will not use coaching as a way of diagnosing or treating mental disorders as defined by the American Psychiatric Association. If you are in therapy or under the care of a mental health professional, you will notify and consult with the mental health care provider regarding your decision whether to work with a coach.

d. You acknowledge that, by engaging with the Company for the Program, you voluntarily assume an element of inherent risk, and knowingly and freely assume all risk and responsibility for injuries to any persons or damages to any property, and release, covenant not to sue, and hold Releasees harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your participation in the Program, whether or not caused by the active or passive negligence of the Releasees. This release is not intended as an attempted release of claims of gross negligence or intentional acts by Releasees.

In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to the Company for the Program.

e. Earnings and Results Disclaimer:  You agree that Company has not made and does not make any representations about the earnings or results you may receive as a result of your participation in the Program. The Company cannot and does not guarantee that you will achieve any particular result or earnings from your use of the Program, and you understand that results and earnings differ for each individual.

f. Any links to third-party products, services, or sites are subject to separate terms and conditions. The Company is not responsible for or liable for any content on or actions taken by such third-party company or website. Although the Company may recommend third-party sites, products or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.

g. The Company tries to ensure that the availability and delivery of the Program and Content is uninterrupted and error-free. However, the Company cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction.

h. THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE PROGRAM AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE PROGRAM OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE COMPANY’S WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

i. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL COMPANY, COMPANY’S SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF OR THE INABILITY TO USE, THE PROGRAM AND THE SITE, INCLUDING COMPANY’S MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE PROGRAM OR BY COMPANY IN ANY WAY, EVEN IF COMPANY IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, COMPANY’S LIABILITY AND THE LIABILITY OF COMPANY’S SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT COMPANY IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY PARTICIPANT. IF YOU ARE DISSATISFIED WITH THE PROGRAM OR CONTENT OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PROGRAM, AND CONTENT.

12. Security 

You acknowledge that there is an inherent risk in all forms of electronic communication, and communications between you and the Company may be unlawfully intercepted by third parties not under our control. The Company does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with Company are done at your own risk. 

13. Legal Disputes

These TOU shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles. The state and federal court nearest to New York, New York shall have exclusive jurisdiction over any case or controversy arising from or relating to the Program or Content, including but not limited to the Company’s Privacy Policy or these TOU. By using the Program or Content, you hereby submit to the exclusive jurisdiction and venue of these courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum non conveniens. The prevailing party in any dispute between the parties arising out of or related to these TOU, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.

14. Users Outside United States

The Company controls and operates the Program from offices in the United States. The Company does not represent that materials on the Program are appropriate or available for use in other locations. People who choose to access the Program from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

15. Indemnification

You agree to defend, indemnify, release, and hold harmless the Company, Company’s officers, employers, employees, contractors, directors, partners, agents, assigns, successors-in-interest, related entities, trustees, affiliates, and successors from and all claims, damages, judgments, awards, settlements, investigations, disbursements, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) – which any of them may incur or become obligated to pay arising from, in connection with or resulting from: (i) the offering for sale, the sale, and/or use of the Program(s), (ii) any breach of you of these TOU or any representation and warranty made by you herein, (iii) any comment, post, or material you submit to the Company’s website or any third-party forum or website operated by the Company, (iv) your use of materials or features available on the Program or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by the Company) or (v) a violation by you of applicable law or any agreement or terms with a third party to which you are subject, excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. 

16. Non-disparagement 

Both you and the Company agree that neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other.

Neither you nor Company, nor their associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, negative, intended to or would reasonably be expected to cause harm, impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation of business of either you or the Company or any of one another’s Programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

17. Assignment

This Agreement may not be assigned by either party without express written consent of both parties.

18. Waiver

Any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance.

19. Force Majeure

The Company shall not be deemed in breach of this Agreement if the Company is unable to complete all of the Program or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of the Company or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Company’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Company shall give notice to you of its inability to perform or of delay in completing the Program and shall propose revisions to the schedule for completion of the Program or other accommodations, or may terminate this Agreement.

20. General Provisions.

This Agreement may only be modified by agreement of both parties in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.

This is the entire agreement of the parties, and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.

By clicking on the box, in the order form, when signing up for the Program, you are providing the electronic equivalent of your signature and assert that you have read, understood and agreed to this entire document.  If you do not agree with these TOU, do not purchase or use the Program or Content.