TERMS OF SERVICE
1. INTRODUCTION
The Offerings located at https://www.integratedacceleration.com, https://integrated-acceleration.teachable.com, http://www.thetransformationschool.com, its subpages, and all content, Offerings and products available at or through such Offerings, including, but not limited to, other related URLs and all materials and program offerings, free or paid program exercises, online workshops, webinars, associated media and communication methods, email, videos, live calls, online and in-person courses/programs, articles, recordings, associated blogs, forums, nervous system protocols, breathing suggestions, anxiety management, lifestyle management, coaching, and related work product (collectively, “Offerings”) are subject to these Terms, which are incorporated by reference.
2. PARTICIPANT REQUIREMENTS
You represent and warrant that you are at least 18 years old and have the requisite authority to enter into these Terms. If you are under 18, you may use the Offerings only with the involvement of a parent or guardian. These terms do NOT confer any rights, remedies, obligations, or liabilities upon any person or entity, including representatives, not a party to these Terms. Offering benefits and access are NOT assignable, transferrable, substitutable or delegable. Any unauthorized assignment, transfer, substitution, or delegation is void.
3. OWNERSHIP
The Offerings contain copyrighted material belonging to Integrated Acceleration, LLC (“INTEGRATED ACCELERATION, LLC“, “us” or “we“) and in a number of cases, content in the Offerings are protected under applicable trademark, service mark, trade secret laws. All content contained on the Offerings (collectively, “Content“), such as text, graphics, logos, icons, images, audio and video clips, digital downloads, data compilations, and software, is our property or the property of our licensors or licensees, and the compilation of the Content on the Offerings is our exclusive property, protected by United States and international copyright laws, treaties, conventions, and other applicable laws and regulations. All software used on the Offerings is our property or the property of our software suppliers and protected by United States and international copyright laws, treaties and conventions. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, sell, distribute, duplicate, lease, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Program or Materials in any manner or medium (including by email or other electronic means). You shall not remove any copyright notice or author designation from any part of the Offerings. Any trademarks, service marks, graphics, logos, page headers, icons, scripts and trade names (each, a “Mark“) contained on the Offerings are proprietary to us or our licensors or licensees. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else. All other Marks not owned by us that appear on the Offerings are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
4. CONSIDERATION
The Offerings provide authorized Users with educational materials and exercises developed from various methods, personal insights, and experiences of INTEGRATED ACCELERATION, LLC. For greater certainty, these Terms apply to the Offerings, as applicable, even when not otherwise specified. You agree that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including, without limitation, your access to and use of the Offerings and data, materials and information available at or through the Offerings. We intend to sell them to adults who can purchase with a credit card or other permitted payment method.
5. REFUSAL OF SERVICE
We reserve the right to refuse access to any Offering to any person or entity, without the obligation to assign reason for doing so. We may at any time change or discontinue any aspect or feature of the Offering, subject to us fulfilling our responsibilities to you based on acceptance of your payment. We reserve the right to immediately remove you from any Offering without refund if you violate any provision in these Terms. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
6. LIMITED LICENSE
Only the User on record with us may access the Offerings. Subject to these Terms, we grant you a non-transferable, non-assignable, non-exclusive, revocable, limited license to use and access authorized Offerings solely for your own personal use. Access may be revoked for failure to abide by these Terms or for failure to make full and/or timely payments. No Content of the Offerings owned, operated, licensed, or controlled by us may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose, except that you may download one (1) copy of the Content that we make available to you for such purposes on a single computer for your personal, noncommercial, home use only, provided that you: (a) keep intact all copyright, trademark and other proprietary rights notices; (b) do not modify any of the Content; (c) do not use any Content in a manner that suggests an association with any of our products, Offerings or brands; and (d) do not download Content so as to avoid future downloads from the Offerings. Your use of Content or Offerings on any other computer environment is strictly prohibited.
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Offerings, or any content displayed on the Offerings, in whole or in part; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Offerings; (c) you shall not access the Offerings in order to build a similar or competitive Offerings, product, or service; and (d) except as expressly stated herein, no part of the Offerings may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transferred to another person or ‘mirror’ the materials on any other server, or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Offerings shall be subject to these Terms. All copyright and other proprietary notices on the Offerings, or on any content displayed on or in the Offerings, must be retained on all copies thereof. You may not frame, or utilize framing techniques to enclose, any Mark, Content or other proprietary information, or use any meta tags or any other “hidden text” utilizing any such intellectual property, without our and each applicable owner’s express written consent. Any unauthorized use automatically terminates the license granted to you hereunder. You are granted a limited, revocable, and non-exclusive right to create a hyperlink only to our home page provided that the link does not portray us or our licensors or licensees, or their respective products or Offerings, in a false, misleading, derogatory, or otherwise offensive matter. You may not use any of our or any such party’s intellectual property as part of the link without our and each such party’s express written consent.
7. YOUR PASSWORD AND ID
For certain Offerings, we may assign a password and account ID to you so you can access and use certain areas of the Offerings. You agree that the Offerings, including any usernames or passwords, will only be used by you as permitted herein and must not be sold or distributed without the Company’s express written consent. YOU ACKNOWLEDGE AND AGREE THAT AS BETWEEN YOU AND US, YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE OFFERINGS USING THE PASSWORD AND ID ASSIGNED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THE OFFERINGS IS ACTUALLY AUTHORIZED BY YOU, INCLUDING ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING FINANCIAL OBLIGATIONS FOR PURCHASES THROUGH THE OFFERINGS) THAT MAY RESULT FROM SUCH ACCESS OR USE.
You are solely responsible for protecting the security and confidentiality of the password and ID assigned to you. You shall immediately notify us of any unauthorized use of the assigned password or ID, or any other breach or threatened breach of the Offerings’ security of which you are aware. You will be responsible for any activity conducted under your assigned password or ID and ensure that you exit from your account at the end of each session if you use a shared computer. We cannot and will not be liable for any loss or damage arising from your failure to comply with this provision.
8. PRIVACY AND YOUR ACCOUNT
You may be required to provide information about yourself including your name, email address, username and password and other personal information. You agree that any such information you provide will always be accurate, correct and up to date. Your submission of information, including personal information, through or in connection with the Offerings is governed by the terms of our Privacy Policy, as we may update from time to time, which is available at http://www.thetransformationschool.com/privacypolicy, https://integrated-acceleration.teachable.com/p/privacy and https://www.integratedacceleration.com/privacypolicy[MOU1] . Please review our Privacy Policy to understand our privacy practices.
9. MENTAL HEALTH & MEDICAL DISCLAIMER
No person at INTEGRATED ACCELERATION, LLC claims to be a licensed mental healthcare professional unless specified as such. No person at INTEGRATED ACCELERATION, LLC, therefore, claims they are diagnosing or treating any conditions, mental or otherwise, whatsoever. Our offerings are intended to provide general health and lifestyle information for educational purposes only. Not all offerings are suited for everyone and the offerings may or may not work for your situation. We are not acting in the capacity of healthcare professionals or providers. Always consult a qualified healthcare professional if you suspect you require medical or psychiatric treatment. If you believe or suspect you are experiencing an emergency, call 911 immediately.
THE OFFERINGS CANNOT DIAGNOSE OR TREAT ANY MEDICAL OR PSYCHIATRIC CONDITION AND DO NOT REPLACE PERSONALIZED CARE FROM A QUALIFIED PHYSICIAN, THEARAPIST, OR LICENSED HEALTHCARE PROFESSIONAL. THUS, NONE OF OUR OFFERINGS ARE INTENDED OR TO BE TAKEN AS ANY SORT OF SUBSTITUTE FOR PROFESSIONAL MEDICAL, PSYCHIATRIC THERAPEUTIC ADVICE, DIAGNOSIS, OR TREATMENT, AND NO SPECIFIC OUTCOMES ARE REPRESENTED OR GUARANTEED, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
THE CREATORS OF ANY OFFERINGS DO NOT ASSUME, AND SHALL NOT HAVE, ANY LIABILITY TO USERS FOR INJURY OR LOSS IN CONNECTION THEREWITH. WE MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL LIABILITY CONCERNING ANY TREATMENT OR ANY ACTION FOLLOWING THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE OFFERINGS. IF YOU HAVE SPECIFIC CONCERNS OR A SITUATION IN WHICH YOU REQUIRE PROFESSIONAL OR MEDICAL ADVICE, YOU SHOULD CONSULT WITH AN APPROPRIATELY TRAINED AND QUALIFIED SPECIALIST, SUCH AS A LICENSED PSYCHOLOGIST, PHYSICIAN OR OTHER HEALTH PROFESSIONAL. NEVER DISREGARD THE MEDICAL ADVICE OF A PSYCHOLOGIST, PHYSICIAN OR OTHER HEALTH PROFESSIONAL, OR DELAY IN SEEKING SUCH ADVICE, BECAUSE OF THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE OFFERINGS.
YOU AGREE THAT BY USING ANY OFFERINGS, YOU DO SO ENTIRELY AT YOUR OWN RISK. ANY RECOMMENDATION FOR CHANGES IN DIET INCLUDING THE USE OF FOOD SUPPLEMENTS, WEIGHT REDUCTION AND/OR BODY BUILDING ENHANCEMENT PRODUCTS ARE ENTIRELY YOUR RESPONSIBILITY AND YOU SHOULD CONSULT A PHYSICIAN PRIOR TO UNDERGOING ANY EXERCISE, DIETARY OR FOOD SUPPLEMENT CHANGES. YOU AGREE THAT YOU ARE VOLUNTARILY PURCHASING PRODUCTS OR OFFERINGS, PARTICIPATING IN RECOMMENDED ACTIVITIES, AND USING THIS OFFERINGS AND ASSUME ALL RISKS OF INJURY, ILLNESS, OR DEATH.
YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS MEDICAL DISCLAIMER AND FULLY UNDERSTAND IT. YOU EXPRESSLY AGREE TO RELEASE AND DISCHARGE US AND ALL OUR EMPLOYEES AGENTS AND OFFICERS (“INDEMNIFIED PARTIES”) FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION AND YOU AGREE TO VOLUNTARILY GIVE UP AND IRREVOCABLY WAIVE AND RELEASE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST ANY INDEMNIFIED PARTY FOR PERSONAL INJURY OR PROPERTY DAMAGE. CERTAIN STATE LAWS LIMIT OR DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10. LIVE SERVICES
The date and time of any sessions where the Offerings are provided live, including, without limitation, live one-on-one or group training calls (the “Live Services”), shall be determined by us in our sole discretion. You assume all responsibility to attend such sessions. Failure to attend a Live Service session shall in no way give rise to any right of reimbursement to you or obligation of us to reschedule such session. Notwithstanding the foregoing, we will provide you with reasonable notice of any anticipated rescheduling of a Live Service.
11. ONLINE SHOPPING
We take care to ensure that all prices, pictures, and descriptions of products appearing in our Offerings are generally accurate in material respects. What you see will depend on your monitor and computer equipment, we are therefore unable to guarantee that the product images are an accurate representation of the actual merchandise. We will not be liable if for any reason the Offerings are unavailable at any time or for any period. From time to time, we may restrict access to some parts or all the Offerings.
12. ORDERING PROCESS
All orders that you place on this website will be subject to acceptance in accordance with these Terms. You authorize us to automatically charge the credit card on file for any and all balances owed. You agree to keep your payment and credit card information current and up-to-date with us. If any payment is insufficient or declined for any reason, we may revoke your access to any Offering. While may electronic orders can be fulfilled almost instantaneously, it may take more than one business day to process your order, regardless of the download or shipping option selected. For hard products, we typically ship Monday through Friday, excluding weekends and holidays. You will receive a tracking number once your order ships. When you place an order on our website, we will email your order detailing the product you have ordered, and the payment method used.
13. TRACKING & CHANGES TO YOUR ORDER
Once your payment has cleared, we will process your order. It is your responsibility to make sure that you enter the fulfillment information correctly. We do our best to timely fulfill orders, hence there is a very small time gap to change the address of your order.
14. PAYMENT METHODS
We accept payment by the credit cards and payment methods indicated on our check out page. We take commercially reasonable measures to keep the details of your purchase and payment secure, but, in the absence of negligence on our part, we will not be liable for any loss you may suffer if a third party procures unauthorized access to any data you provide when accessing or ordering from the We website. Our site uses industry-standard Secure Sockets Layer (SSL) technology to provide encryption of personal information such as your name, address and credit card details. By buying our Offerings, you specifically authorize us to transmit information (including any updated information) or to obtain information about you from third parties from time to time, including, but not limited to, your debit or credit card number or credit reports, to authenticate your identity, to validate your credit card, to obtain an initial credit card authorization and to authorize individual purchase transactions.
15. PRICING POLICY
Although we try to ensure all our prices displayed on our website are accurate, errors may sometimes occur. If we discover an error in the price of an item you have ordered we will contact you as soon as possible. You will have the option to reconfirm your order at the correct price or cancel it. If we are unable to contact you, we will treat your order in respect of the incorrectly priced item as canceled.
16. REFUND POLICY
All sales are final.
17. AVAILABILITY OF OFFERINGS
Once an Offering is sold out, we will endeavor to timely indicate such information on the website and such Offering may or may not be available again. Prices of Offerings may change from time to time. Offerings are also subject to demand and availability. As there is a delay between the time when your order is placed, and the time when the order is accepted, the stock position relating to particular Offerings may change. If an Offering you have ordered becomes out of stock before we accept the order, we shall notify you as soon as possible and you will not be charged for the out of stock items.
18. SMS PERMISSION
By submitting your phone number on this website, you agree to receive promotional text messages (SMS) and MMS messages from us. You can opt-out any time by following the prompt in the message.
19. SYSTEM REQUIREMENTS
Use of the certain areas of the Offerings requires Internet access, audio manager software or other software allowing the downloading and storing of audio and audio-visual files in MP3 or other digital format (the “Software“), and, for certain downloadable content, a compatible player device (the “Device“). We may, at any time and from time to time, in its sole discretion, modify, revise, or otherwise change the system requirements for the Offerings and the format of any downloadable content, in whole or in part, without notice or liability to you. Internet access, use of the Software, or use of a Device may result in fees in addition to any fees incurred on the Offerings. Software and Devices may require you to obtain updates or upgrades from time to time. Your ability to use the Offerings may be affected by the performance of the Software, the Device, or your Internet connection. You acknowledge and agree that it is your sole responsibility to comply with the system requirements of your Software and Device, as in effect from time to time, and to maintain, update, and upgrade your Software and Devices, including the payment of all Internet access, Software, and Device fees without recourse to us.
20. SUBMISSIONS
You may post reviews, comments, photographs, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, so long as none of these materials are illegal, vulgar, profane, obscene, threatening, defamatory, invasive of privacy or publicity rights, infringing on intellectual property rights, or otherwise injurious to third parties or objectionable and do not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, any form of “spam,” contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. You may not use a false e-mail address, impersonate anyone, or otherwise mislead as to the origin of any content. We reserve the right (but not the obligation) to remove or edit any such content, but we do not regularly review posted content.
Please do not send us any material that you do not intend to be subject to the User-Generated Content License described in this paragraph. All content described in the immediately preceding paragraph and any and all other information, content or materials that you post or send to us hereinafter collectively is referred to as “User-Generated Content.” If you post or send any User-Generated Content to us, intentionally or unintentionally, we (and such others as we may designate from time to time) shall have the unrestricted rights to the use thereof for any and all purposes whatsoever, commercial or otherwise, without any further permission from, or any payment to, you or anyone else. We and our designees also shall have the right (but no obligation) to use the name that you submit, as well as any other name by which you are or may be known, in connection with User-Generated Content. Without limiting the generality of the foregoing, you hereby unconditionally grant to us a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable universal license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, download, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform User-Generated Content, in whole or in part, by all means and in all media now known or hereafter devised for any and all purposes without further notice to you and with or without attribution (the “User-Generated Content License“). You agree to the User-Generated Content License whether or not your User-Generated Content is used by us.
You represent, warrant and agree that: you own or otherwise control all of the rights to all User-Generated Content that you post or send to us; that all such User-Generated Content is accurate; use of such User-Generated Content does not violate these Terms, our Privacy Policy or the rights of any third party and will not cause injury to anyone; and you will indemnify us and our affiliates and designees from and against all claims arising out of, resulting from or relating to any such User-Generated Content. We have the right (but no obligation) to monitor, edit or remove any activity or content involving you. We have no responsibility, and assume no liability, for any User-Generated Content posted or sent by you or by anyone else. You agree that User-Generated Content will not be subject to any expectation of trust or confidence between us and that no confidential or fiduciary relationship is intended or created between you and us. To the extent that any so-called “moral rights,” “neighboring rights” or similar or analogous rights apply to any User-Generated Content and which are not exclusively owned by us, you agree not to enforce or assign, or permit any third party to enforce or assign, any such rights. Each time that you access the Offerings, or post or submit User-Generated Content, you agree that the User-Generated Content License is ratified and confirmed with respect to such User-Generated Content and all User-Generated Content previously posted or submitted by you.
Any testimonials or endorsements used in promotion of the various program offerings or on this Offerings have not been scientifically evaluated and results experienced are anecdotal and vary significantly. Unless expressly stated otherwise in each instance, the statements on this Offerings are simply opinion.
21. CONTENT LINKED TO THE OFFERINGS
You should be aware that when you access the Offerings, you could be directed to other content beyond our control including links to or from affiliates and content partners that may or may not use our Marks as part of a referral or an affiliate relationship. When you click on a link that directs you away from the Offerings, the content to which you are directed may not be controlled by us and different Terms and privacy policies may apply which you should carefully read and evaluate. You acknowledge that we are not responsible for examining or evaluating, and that we do not warrant the offerings of, any such third party or the content of their content. We do not assume any responsibility or liability for the actions, products, or content of any third party or any third party content. We reserve the right to disable links from or to third-party content, although we are under no obligation to do so.
22. DISCLAIMER OF WARRANTIES
By using or purchasing the Offerings, you accept, agree and understand that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties or guarantees verbally or in writing regarding your future earnings, business profit, marketing performance, or audience growth of any kind. We do not guarantee that you will get any results, earnings, or specific outcomes by using any of our ideas, tools, strategies or recommendations, or anything else accessed through the Offerings. THE CONTENT ON THE OFFERINGS IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY CONTENT (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE OFFERINGS OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY OF YOUR EQUIPMENT OR SOFTWARE. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING USE, OR THE RESULTS OF USE, OF ANY CONTENT, PRODUCT OR SERVICE CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE OFFERINGS INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY CONTENT OR SERVICE LINKED TO FROM THE OFFERINGS (AND SPECIFICALLY NO REPRESENTATION OR WARRANTY OF CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY OR SAFETY).
WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR AVAILABILITY OF INFORMATION, CONTENT AND MATERIALS FOUND ON CONTENT THAT LINK TO OR FROM THE OFFERINGS. WE CANNOT ENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCT OR SERVICE THAT YOU PURCHASE FROM A THIRD PARTY THAT LINKS TO OR FROM THE OFFERINGS OR THIRD PARTY INFORMATION, CONTENT OR MATERIALS CONTAINED ON OUR OFFERINGS. WE DO NOT ENDORSE ANY OF THE MERCHANDISE, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM THE ACCURACY, COMPLETENESS, OR RELIABILITY OF, ANY OF THE INFORMATION, CONTENT OR MATERIALS CONTAINED ON ANY THIRD PARTY OFFERINGS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION, CONTENT OR MATERIALS (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION) YOU MIGHT BE REQUESTED TO GIVE TO ANY THIRD PARTY. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL CLAIMS AGAINST US WITH RESPECT TO INFORMATION, CONTENT AND MATERIALS CONTAINED ON THE CONTENT (INCLUDING, WITHOUT LIMITATION, USER-GENERATED CONTENT), ON THIRD PARTY CONTENT, AND ANY INFORMATION, CONTENT AND MATERIALS YOU PROVIDE TO OR THROUGH ANY SUCH THIRD PARTY (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION). WE STRONGLY ENCOURAGE YOU TO MAKE WHATEVER INVESTIGATION YOU FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY ONLINE OR OFFLINE TRANSACTION WITH ANY THIRD PARTY.
23. ERRORS, INACCURACIES, AND OMISSIONS
Information provided about or in the Offerings is subject to change. We Make no representation or warranty that the information provided, regardless of its source, is accurate, complete, reliable, current or error-free. Company disclaims all liability for any inaccuracy, error or incompleteness in the Program or Materials.
24. RELEASE
Subject to applicable law, you hereby release and forever discharge us, and our directors, officers, employees, agents, successors and assigns, from, and hereby waive and relinquish each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature that has arisen or may arise directly or indirectly out of, or that relates directly or indirectly to, the Offerings, including any interactions with, or act or omission of, other Users or third-parties, and any interactions or acts or omissions associated with Third Party Content or User Contracts.
25. INDEMNIFICATION
You hereby agree to indemnify, defend, and hold us, and our licensors, licensees, successors, distributors, agents, representatives and other authorized users, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by you of these Terms. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records and reasonable access to you, as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by you.
26. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM: (A) THE USE OF, OR ANY INABILITY TO USE, THE OFFERINGS OR ANY CONTENT OR FUNCTIONS THEREOF; OR (B) ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF ANY USER OF THE OFFERINGS OR ANYONE ELSE, EVEN IF WE HAVE BEEN ADVISED OF TH4E POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS FEES AND COSTS) THAT YOU MAY SUFFER OR INCUR, UNDER ANY THEORY OF LIABILITY, IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF THE AMOUNT PAID BY YOU, IF ANY, FOR THE RIGHT TO ACCESS OR PARTICIPATE IN ANY ACTIVITY RELATED TO THE OFFERINGS OR $100.00.
UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY EVENT OF FORCE MAJEURE OR OTHER CAUSE BEYOND OUR OR THEIR CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NEITHER WE NOR ANY OTHER INDEMNIFIED PARTY IS RESPONSIBLE OR LIABLE FOR: (A) ANY INCOMPATIBILITY BETWEEN THE OFFERINGS AND ANY OFFERINGS, SERVICE, SOFTWARE OR HARDWARE; OR (B) ANY DELAY OR FAILURE YOU MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATED TO THE OFFERINGS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPLICABLE LAW MAY NOT ALLOW CERTAIN OF THE EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS OF LIABILITY SET FORTH IN THESE TERMS, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.
27. COPYRIGHT COMPLAINTS
We respect the intellectual property rights of others. If you believe that your work has been copied on the Offerings in a way that constitutes copyright infringement, please notify us at the soonest possible moment in writing.
28. AMENDMENTS
We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms at any time without notice, and it is your responsibility to review these Terms for any changes. Your use of the Offerings following any change to these Terms will constitute your assent to and acceptance of the revised Terms.
29. TERM & TERMIINATION
The term of the Terms is effective from your first use of the Offerings and will continue month to month until terminated by either you or us (the “Term”). You may terminate these the Term by providing written notice to us of discontinuing your access to and use of the Offerings and destroying all materials obtained from the Offerings and all related documentation and all copies and installations thereof, whether made under these Terms or otherwise. If you terminate the Term, the portions of the Terms that are still applicable to the Offerings shall continue to control. We may terminate the Term (including your access to and use of the Offerings) without cause and without notice to you, in our sole discretion. Upon termination, you must cease any access to or use of the Offerings and destroy all materials obtained from the Offerings and all related documentation and all copies and installations thereof, whether made under these Terms or otherwise. We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of users who are repeat infringers of copyright or repeat violators of these Terms. The provisions of these Terms, which by their nature should survive the termination of these Terms, shall survive such termination.
30. APPLICABLE LAW AND DISPUTES
These Terms, your rights and obligations, our rights and obligations, and all actions contemplated by these Terms, will be governed by the laws of the United States of America and the State of Washington, without regard to principles of conflicts of law and as if these Terms were a contract wholly entered into and wholly performed within the State of Washington. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any dispute relating in any way to your visit to the Offerings or to products you purchase through the Offerings shall be submitted to confidential binding arbitration in Seattle Washington, United States of America, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in Seattle Washington, United States of America, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms shall be conducted under the rules then prevailing of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise.
31. RECOVERY OF LITIGATION EXPENSES
If any legal action, arbitration, or other proceeding is brought for the enforcement of these Terms, or because of an alleged dispute, breach, default, or misrepresentation related or arising from these Terms, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
32. ELECTRONIC COMMUNICATIONS
When you interact with the Offerings, provide content, visit the website, or send e-mails to us, you are communicating with us electronically. You hereby warrant that such information does not constitute confidential or protected health information under HIPAA. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices in connection with the Offerings. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
33. FORCE MAJEURE
We will not be liable for any failure or delay on its part caused by force majeure or forces beyond its control such as natural disasters, pandemics or health quarantines, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, loss or malfunctions of utilities, disruption of signal, communications, internet, communications, computer (software or hardware) services and similar circumstances. In the event of injury or illness of one of our officers, employees, agents, or representatives, who is specifically tasked or assigned for a specific service for you, we reserve the right to postpone and make alternative reasonable alternate arrangements for you.
34. MISCELLANEOUS LEGAL PROVISIONS
We may modify, suspend, or discontinue the Offerings at any time and for any reason, without notice. We may change the contents, operation, or features of the Offerings at any time for any reason, without notice. You agree that to the maximum extent allowed by law, we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Offerings or any part thereof. You acknowledge and agree that we have no obligation to provide you with any support or maintenance in connection with the Offerings. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Offerings. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Offerings or information provided to or gathered by us with respect to such use. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Our failure to enforce any provision of these Terms or respond to a breach by you or others shall not constitute a waiver of our right to enforce any other provision of these Terms as to that breach or any other. If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. These Terms constitute the entire agreement between you and us regarding the Offerings and supersedes any prior or contemporaneous agreement regarding that subject matter. No ambiguity in these Terms shall be construed against us as drafter.