Please read these Terms of Service (collectively with Podia’s Privacy Policy located at https://www.podia.com/privacy, and, where applicable, Podia’s EU Data Processing Addendum located at https://www.podia.com/dpa, the “Terms of Service”) fully and carefully before using www.podia.com (the “Site”) and the services, features, content or applications offered by Podia Labs, Inc. (“Podia”, “we”, “us” or “our”) (together with the Site, the “Services”). These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services.

1) Acceptance of Terms.

1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Service (including, for clarity, the Privacy Policy and, where applicable, the EU Data Processing Addendum) and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

2. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

3. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

4. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND PODIA WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

2) Eligibility.

You represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, access or use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party. If you are registering with Podia on behalf of an entity or a third party, you represent and warrant that you have full authority to bind that entity to these Terms of Service.

3) Registration.

In order to use the Services, you must register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

4) Processing of Personal Data

Your personal data will be treated in accordance with Podia’s Privacy Policy, available at https://www.podia.com/privacy. To the extent that you are a controller that provides Podia with personal data of third party data subjects, including without limitation other users of the Services, that is subject to European Union Regulation (EU) No. 2016/679 of 27 April 2016, also known as the General Data Protection Regulation, you agree to the terms contained in Podia’s EU Data Processing Addendum, available at https://www.podia.com/dpa.

5) Content.

A. Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

B. User Content. Podia shall not be responsible for any Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

C. Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

D. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

E. Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service, or for no reason at all and (ii) to remove or block any Content from the Services.

6) Rules of Conduct.

A. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity, and all activity connected to your Account in connection with the Services (including without limitation your communications and collection of data from other users of the Services).

B. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, including without limitation User Content, on or through the Services that:
i. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity, or violates any law, rule, or regulation (whether domestic, foreign, or international) or contractual duty;
ii. violates these Terms of Service;
iii. you know is false, misleading, untruthful or inaccurate;
iv. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
v. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
vi. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equ ipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
vii. impersonates any person or entity, including any of our employees or representatives; or
viii. includes anyone’s identification documents or sensitive financial information.

C. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

D. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

E. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

7) Third Party Services.

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

8) Payments and Billing.

A. Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see https://www.podia.com/pricing for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.

B. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

C. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

D. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is no charge or a one-time or initial charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO https://app.podia.com/account/billing.

E. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT HTTPS://APP.PODIA.COM/SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

F. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

G. Auto-Renewal for Subscription-Based Services. Unless you opt out of auto-renewal, which can be done through your Account settings at https://app.podia.com/account/billing, any subscription-based Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to https://app.podia.com/account/billing. If you terminate a subscription-based Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

H. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

I. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at hello@podia.com.

9) Warranty and Other Disclaimers.

A. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
i. which users gain access to the Services;
ii. what Content you access via the Services; or
iii. how you may interpret or use the Content.

B. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

C. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

D. WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES, AND SUCH FAILURES MAY RESULT IN ERRORS OR DATA LOSS. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING, OR BY THE LOSS OF ANY DATA OR INFORMATION YOU PROVIDE TO PODIA. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

10) Indemnification.

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, the Services, Content, or otherwise from your User Content, your violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

11) ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:

A. ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND PODIA OR ITS OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH PODIA, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND PODIA HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE PODIA’S INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND PODIA WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT’S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR PODIA WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST PODIA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Podia is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Podia or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Service must be filed within one (1) year after such claim of action arose or be forever banned.

B. 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 15, you must notify Podia in writing within 30 days of the date that you first accept these Terms of Service (unless a longer period is required by applicable law). Your written notification must be mailed to Podia at the following address: 228 Park Ave S, PMB 96490, New York, NY 10003-1502. If you do not notify Podia in accordance with this Section 15(b), you agree to be bound by the arbitration and class-action waiver provisions of these Terms of Service, including such provisions in any Terms of Service revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses and (iii) a statement that you do not wish to resolve disputes with Podia through arbitration. If Podia makes any changes to the Arbitration and Class Action Waiver section of these Terms of Service (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending Podia written notice within 30 days of the change to the address set forth in this Section 15(b). This notification affects these Terms of Service only; if you previously entered into other arbitration agreements with Podia or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms of Service shall not affect the other arbitration agreements between you and Podia.

C. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration and Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with Podia.

12) Limitation of Liability.

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period or (B) $500.00.

13) Governing Law and Jurisdiction.

These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

14) Modification.

We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.

15) Miscellaneous.

A. Entire Agreement and Severability. These Terms of Service (including, for clarity, the Privacy Policy and, where applicable, the EU Data Processing Addendum) are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

B. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

C. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

D. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

E. Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to hello@podia.com.

F. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

G. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

Contact: You may contact us at the following address: 228 Park Ave S, PMB 96490, New York, NY 10003-1502

Effective Date of Terms of Service: Dec 30, 2023

Updated February 10th, 2024

Welcome to briannahughesSLP.com, “Site” as operated by Brianna Hughes, SLP, “Company”. These are our rules if you want to use our website and the services or products available from our website. If you do not agree to these rules, you cannot use our site. We can change these rules whenever we want and will post the new rules on our site, whether you notice them or not. We have intentionally written them in a way that avoids legalese so that everyone can clearly understand and agree to the rules and understand their rights and responsibilities.

We hope there won’t be any problems and that you will reach out to us if you are having issues with our site, service, or products.

1.0 Site Services

We agree to provide you with services, or the “Service(s)” on our Site and any sub-domains or related social media channels. In exchange for providing these services, we require you to follow these rules:

1. You must be at least 13 years old to use the Site, or if you are a resident of the EU, you must be at least 16 years old. Don’t lie about your age. If you are under 18, a parent or legal guardian must agree to these rules on your behalf. If you are not sure a parent or guardian agrees to these terms, please stop using the Site.

2. Don’t use the Site to do anything illegal or break the rules in our terms of use.

3. Don’t change anything about our website or applications, upload any type of virus or malware, or do anything that might interfere with the way the Site or its services work.

4. Don’t do anything that might affect how other people use and enjoy the Site. Be a good neighbor.

5. Don’t encourage anyone to break these rules.

6. Use your common sense and be a good human.

7. Don’t post anything violent, or anything that promotes violence or violent groups, or that might make other people feel scared.

8. Don’t post content that contains nudity, sexual violence, or commercial sexual services.

9. Don’t post content that promotes crime or anything that would break US law.

10. Do not post content related to certain regulated goods, like selling or trading non-medical drugs, pharmaceutical drugs, or marijuana.

11. Don’t bully anyone or post anything horrible about people. By bullying, we mean making a degrading statement about someone or posting inappropriate images that threaten someone. If you wouldn’t say it to someone’s face, you shouldn’t say it on the Site. And if you can’t say anything nice or at least constructive, maybe you shouldn’t say anything at all. 

12. Don’t scrape, post or share personal or private information about someone else on this Site or from information gained from this Site. This includes someone’s contact information like their phone number, address, email, location, or other private details. Posting private information or “doxing” can be a criminal offense in some states.

13. Don’t post stuff that doesn’t belong to you or infringes upon someone else’s intellectual property.

14. If we allow you to set up accounts, don’t use anybody else’s account without their permission or try to find out their login details and keep your own credentials secret. Don’t set up an account with someone else’s name, including a famous person or company. If you lie when you set up an account, you can be kicked off forever.

15. Don’t use any type of software or robot to create accounts or access Site, and don’t use it send spam or unwanted messages to others.

16. Don’t register an account if your previous account was disabled or you were kicked off for violating our rules.

17. Don’t register for an account if you are not allowed to under any other applicable laws in your jurisdiction.

18. We can make you switch your account credentials or username/password for any reason.

2.0 Your Rights

2.1 You have the right to feel safe using the Site.

2.2 You have the right to your privacy on Site. Our site is hosted by Podia. Please refer to their Privacy Policy for details.

2.3 Any communications made through our contact page, blog, blog comments, newsletter sign-up or other pages, or directly to us through phone, mail or email is not confidential and is subject to viewing and distribution by third parties. We own any and all communications displayed on our website, servers, comments, emails or other media as allowed by United States law, and we will not give credit or pay royalties for unsolicited user-generated content such as blog comments or emails. For more information on when and how we store and use your communications or any data provided by you in those communications, please refer to the Podia Privacy Policy.

We reserve the right (but not the obligation) to republish or distribute anything you upload to our Site for any purpose. You agree not to submit any content that could be illegal or serve an unlawful purpose, including, but not limited to, content that is potentially libelous or maliciously false, obscene, abusive, negligent or otherwise harmful or inappropriate. You agree not to submit any information that is confidential, privileged, or that should not be shared publicly. 

2.4 If we offer user accounts and if you are a resident of the EU, you have the right to be forgotten and can delete your account and the content on your page at any time by logging in and completing a delete request. It may take a few days to process and may be visible by others in the meantime. Some of your content that was on other accounts or pages or that was shared may survive and may not be deletable. Please think before you post. We may also keep your registration information for as long as we need to do to run our business and to follow these rules.

2.5 You are responsible for anything you do on Site under your login, including things you post and comment on. You are responsible for making sure the stuff you post belongs to you, including any music or photos. If you post something you shouldn’t have and get a fine – you’ll have to pay it.

3.0 Our Rights

3.1 We are not responsible for the following: 

• Links to other companies or websites, even when the link shows up in the Site.

• What happens when you connect your Site account to another website or service, including sharing a picture or video. You should read the rules for that service to know your rights, including any third-party logins and their respective privacy policies and terms for more information.

• The data cost on your mobile device for using the Site or its services.

• Any content that is stolen or copied from the Site by someone else. Please post any user-generated-content (or “UGC”) at your own risk. We reserve the right to display, share, reproduce, transform, edit, and to use any UGC throughout the world in perpetuity for any purpose.

3.2 We reserve the right to end the Site and its services at any time or stop you from using Site at any time and for any reason without letting you know beforehand. We can also delete content you have uploaded for any reason, whether you think it violates our rules or not. We do not have to pay you if we delete content that was making you money.

4.0 Intellectual Property Rights 

4.1. All images, text, designs, graphics, trademarks and service marks are owned by and property of our Company or the properly attributed party. It is a violation of United States federal law to use any of our intellectual property in whole or in part. And distributions or modification of any materials displayed on this Site or any related Services, products, or offers is illegal and may be prosecuted to the fullest extent permissible, including asking for financial penalties (damages) and/or an injunction forcing you to stop using our intellectual property immediately. Do not try to use our stuff, remove it, change it, or claim to be us without written permission.

You may NOT use our intellectual property without permission, which includes copying and pasting any text, screenshotting or reposting an image, design or other property on another site, whether it is yours or someone else’s, including posting a quote or image on social media. NOT ALL SHARING IS CARING. We have invested a lot of time and money into creating our intellectual property and we respect intellectual property rights—as should you. Be a good creator and help make the digital ecosystem a place where content creator rights matter.

By posting or submitting any material (including, without limitation, comments, blog entries, Facebook postings, photos, and videos) to us through the website, internet groups, social media venues, or to Company or any Company staff via email, text, voice message, or through software (including a Zoom or other video recording), or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are eighteen years of age or older; and (iii)  you are granting us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose, including any digital or virtual representations. This includes the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark, or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, company, email address, or screen name, as we deem appropriate.

4.2. DMCA policy: 

We reserve the right to to suspend, disable, or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights, trademarks, or other intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you would like to read the DMCA, please visit the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

If you believe in good faith that materials on the Site infringe your copyright, the DCMA provides that you (or your agent) may send us a notice requesting that the material be removed or access to it blocked. The notice must include the following information:

• the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works);

• identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Company to locate the material on the Services;

• the name, address, telephone number, and email address (if available) of the complaining party;

• a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Services can be sent via email to: info@briannahughesSLP.com

We suggest that you consult your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA.

5.0 This Agreement

5.1 If you use other third-party services on the Site, including payment services, you will need to follow those rules or terms. If any of those rules conflict with these rules, those rules will win.

5.2 If a court in your valid jurisdiction finds any of this Agreement unenforceable, the other rules will still be valid to the fullest extent of the law.

5.3 Any changes to these rules must be made in writing. If we fail to enforce any of these rules for any reason, we still have the right to enforce them in the future, and our behavior will not be a waiver of our overall rights in this Agreement.

5.4 We reserve all the rights we did not expressly grant or tell you about in this Agreement.

5.5 No one else besides you and us (no third parties) have rights under this agreement.

5.6 You cannot give these rights or obligations to someone else without our consent. We can give our rights and obligations to someone else, however, like if we change ownership by selling part or all of our business, or if we need to for legal reasons.

6.0. Advertising, Affiliates and Testimonials

This Site may use advertising or affiliate links to sell certain products or services. We disclaim any and all liability as a result of your purchase through one of these links. We will use reasonable efforts to notify you when and where we have placed ads or affiliate links in addition to this disclaimer located in these Terms & Conditions. You accept express liability for any and all consequences or benefits of clicking the affiliate links contained on this website or related communications. Any testimonials reflect the accurate experience of the person quoted, however, your results with any particular product or service may vary because humans are complex. Please consider your purchases carefully and own your decisions. 

7.0 Refunds, Access & Payment Collection

7.1. Refunds. We like to have fun, but we take our business seriously. We’d appreciate your careful consideration of the service and products available on the site, and we advise you to make your purchases of any of our offers, products, or services carefully.

Due to the nature of the services and/or products provided, refunds will not be given unless otherwise specified in writing.  

9.0 Limits on Liability

9.1 Site operates as is, and we can't guarantee it will be safe and secure or will work perfectly all the time. Sometimes wild things and mistakes happen, even when we try to find reliable vendors to help us operate the Site and its services. TO THE EXTENT PERMITTED BY LAW, WE ALSO DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT FOR ANY PRODUCTS, OFFERS, OR SERVICES SOLD OR OFFERED THROUGH THE SITE TO THE FURTHEST EXTENT OF THE APPICABLE LAW. 

9.2. UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 

Translation: If something bad happens when you use this website, the Company that made the website us) are not responsible and you can't make us pay for any damages. Even if we, the Company knew something bad could happen, we don't have to pay. Some places have different rules, but the Company only has to pay a little bit if have to by a Court.

9.3. Any provision herein to the contrary notwithstanding, the maximum liability of Company to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Content delivered to You hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Company by you for the product, offer, or goods which gives rise to the liability. The essential purpose of this provision is to limit the potential liability of Company arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the website and any services rendered hereunder and that, were Company to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

Translation: If Company gives you something and something bad happens because of it, Company can only be responsible for a certain amount of money. This is to make sure Company doesn't have to pay too much if something goes wrong. Company and the person getting the thing agree that this is fair. If Company had to pay more money, the thing would cost more for the person getting it.

9.4. We do not control or direct what people and others do or say online or offline, and we are not responsible for their actions or conduct (or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content), even on our own site. We also aren’t responsible for services and features offered by other people or companies, even if you access them through our Service. You should read and agree to their rules and terms.

9.5 We cannot predict when issues might arise with our service. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law. We are not responsible for lost profits, data or any kind of damages connected to you using the Site. The total limit on our liability to you under these Terms is the greater of: $100 or the amount you have paid us in the past twelve months.

9.6 You agree to defend (at our request), indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney's fees and costs, arising out of or connected with a breach of these Terms or your use of the Service. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you may not settle any claim without our prior written consent. 

Translation: This means if you do something wrong or break the rules, you have to pay for any problems or damage that happens because of it. You also have to help us fix any problems and let us handle any legal stuff. You can't fix any problems without asking us first.

9.7 Nothing on the site, or offered through its services or products, is intended to diagnose or treat any physical or mental illness or condition. No information on the Site is intended to be legal, medical, tax or financial advice and is for educational purposes only, unless clearly marked otherwise. If you have any questions about a business opportunity and what the typical results are for any opportunity, please ask for more information so you can make an informed decision. 

Translation: This is the internet. Do your research, check your sources, own your choices please. 

10.0 How We Will Handle Disputes

10.1 We hope there won’t be any problems and that you will reach out to us if you are having issues with our service. But, if you have a legal problem with Site, you agree to use binding arbitration under the AAA, which means you will not get to go to court by yourself or with others or be part of a class-action lawsuit or arbitration. You agree to waive a trial by jury. The following claims don't have to be arbitrated and may be brought to court: small claims, intellectual property disputes (like copyrights and trademarks), or efforts to interfere with the services or engage with the service in unauthorized ways. A court can also decide issues about the scope and enforceability of these arbitration provisions. 

10.2. In the event that you fail to make payment for any outstanding sums due to the Company within the specified timeframe as set forth in Section 7.0 of these Terms and Conditions or on the applicable sales or checkout page, the Company reserves the right to immediately initiate collections proceedings and does not have to arbitrate this matter. Upon commencement of collections proceedings, you shall be responsible for the total amount of any outstanding payments, as well as any costs associated with the collections process, including but not limited to reasonable attorney's fees. The Company may, at its discretion, engage the services of a third-party collections agency to facilitate the collection of the outstanding amounts.

10.3 For any claim that is not arbitrated or resolved in small claims court, you agree that it will be resolved exclusively in the U.S. District Court for the District of California or a state court located in California. You also agree to submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.

10.4 The laws of the State of California, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.

10.5 We appreciate feedback, but we may use any of your comments without any obligation to pay you and do not have to keep them confidential. For questions about this policy, you can email us at info@briannahughesSLP.com.

Welcome to  “Brianna Hughes, SLP” (“Seller”) and its digital products. ("the Product")! These Terms of Use ("Terms") govern your use of the Product and outline the rights and responsibilities of both you and the Seller ("we" or "us"). By accessing or purchasing the Product, you agree to be bound by these Terms and any additional marketplace terms. If you do not agree with any part of these Terms, please do not purchase, or use the Product.

Acceptance of Terms: You affirm that you are at least 18 years old and have the legal capacity to enter into these Terms for yourself or for the organization you represent. 

License: We grant you a non-exclusive, non-transferable, revocable license to use the Product solely for a)personal or internal business purposes. This license does not grant you ownership of any intellectual property rights in the Product, and you agree not to copy, modify, distribute, sell, or lease any part of the Product unless expressly permitted by us.

Examples: 

OKAY  - You can use this digital product for yourself or use it in your business to educate, help you offer services, or as part of your marketing, etc.

NOT OKAY - You make this digital product available for download for others, you email it to a friend, you share a link in a Facebook Group, you allow someone else to make photocopies for their personal or business use, etc.

User Responsibilities: You agree not to use the Product for any unlawful or unauthorized purposes, and you will comply with all applicable laws and regulations. 

Intellectual Property: All intellectual property rights in the Product, including but not limited to copyrights, trademarks, and trade secrets, are owned by us or our licensors. You agree not to infringe or misappropriate any intellectual property rights related to the Product.

Limitation of Liability: To the maximum extent permitted by law, we will not be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with the use or inability to use the Product. We do not guarantee the accuracy, reliability, or completeness of any information provided by the Product. You acknowledge that any reliance on such information is at your own risk.

Refund Policy: Due to the digital nation of this product, no refunds are available. 

Governing Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of California. Any dispute arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of California.

Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Entire Agreement: These Terms constitute the entire agreement between you and “Brianna Hughes, SLP” regarding your use of the Product and supersede any prior agreements or understandings, whether written or oral. These Terms are in addition to any terms that you agree to upon purchasing through a third-party marketplace like Etsy, Amazon, or TPT.

If you have any questions or concerns regarding these Terms, please contact us at info@briannahughesSLP.com. 

The following Terms of Use are entered into between You and Brianna Hughes, SLP (“Company”, “we”, or “us”).

The following terms and conditions, together with any documents they expressly mention or incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.briannahughesSLP.com including any content, programs, functionality or services offered through the site or related sites (the “COURSE”), whether as a guest or a registered user.

Please read these Terms of Use carefully before you start to use the Course. By using the Course or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated by reference. If you do not agree to these Terms of Use including the agreements incorporated documents, you cannot access or use the Course.

This Course is offered and available to users who are 18 years of age or older. By using this Course, you represent and warrant that you are of legal age to form a binding contract with the Company and comply with the terms of this Agreement. If you do not meet all of these requirements, you must stop using the Course.

1.0 COURSE/SERVICE. Brianna Hughes, SLP (herein referred to as “Company”) agrees to provide the following courses: [AAC Advocacy: for Parents, AAC Advocacy: for Professionals] (herein referred to as “Course”) as identified on the Course. As a condition of purchasing and participating in any Course that you select, you agree to be bound by all the policies and procedures set out in this Agreement, including those incorporated by reference.

As part of the Course, the Company shall provide you a Password Protected Course Area: The Company shall maintain a Course Area that may include various types of content, including video, templates, worksheets, checklists, slide decks and other training and support materials. You shall have access to this Course Area for as long as the Course Area exists, however no less than 120 days. In the event that Company intends to close the Course Area, it shall provide you with a 30-day notice and the ability to download the resources contained in the Course Area, which is what is referred to as “Lifetime Access” in any marketing material.

2.0 Disclaimer. 

The Company’s Terms of Use, Privacy Policy, and Disclaimer are hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Course.

You understand Company is not serving you as a licensed professional and is not providing accounting, tax, legal, financial, healthcare, therapeutic advice, diagnosis or treatment. You understand that Consultant has not promised and will not; (1) procure or attempt to procure employment or business or sales for You; (2) perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy; (4) act as a public relations manager; (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for You; (6) introduce You to Consultant’s network of contacts, media partners or business partners; (7) diagnose or treat any illnesses or disease or (8) promise any set of results from the Course. You understand that a relationship does not exist between the parties after the conclusion of this Course. If the Parties wish to continue their relationship, they shall execute a separate agreement that explicitly governs that relationship.

3.0. PAYMENT

In consideration of your access to the Course, You agree to pay the balance reflected on the sales checkout page (due immediately). 

4.0. METHODS OF PAYMENT

You hereby authorize the Company to charge your credit card or debit card as described under the Company’s Terms of Use and Privacy Policy. 

5.0. REFUND POLICY

We want You to be satisfied with your purchase, however due to the digital nature of this Course, no refunds are available for this purchase. If you have any questions or problems, please let us know by contacting us directly at info@briannahughesSLP.com. 

6.0. CONFIDENTIALITY

The Company respects your privacy and will not disclose any information you provide except as set forth in this Agreement and in the incorporated Privacy Policy. As a condition of participating in the Course, you hereby agree to respect the privacy of other Course participants and to respect the Company’s confidential information.

Specifically, you shall not share any information provided by other Course participants outside of the bounds of the Course, in any format, unless you receive express written permission from such other participant to share the information. Similarly, the content of the Course contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided in the Course with anyone other than the Company, it’s owners and employees, and other Course participants.

7.0. GUEST CONTENT

The Company may provide information from a third party in the form of a podcast guest interview, audio interview, interview on another platform, guest blog post, panel, roundtable, or other format. The Company does not control the information provided by any third-party guest or its truthfulness and cannot guarantee the veracity of any guest information.

Individuals who agree to appear as guests or contribute content in any way to the Company agree to transfer all intellectual property rights they may have in any such interviews to the Company and further provide a license to any rights they are unable to assign.

8.0. NO TRANSFER OF INTELLECTUAL PROPERTY

All content included as part of the Course, such as text, graphics, logos, slides, images, audio, video, as well as the compilation thereof, and any software used in the Course, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights.

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You cannot use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Course are the trademarks of their respective owners.

Your participation in the Course does not result in a transfer of any intellectual property to you, and, as a condition of participation in the Course, you agree to observe and abide by all copyright and other intellectual property protection.

You are granted a limited, personal, non-exclusive, non-transferable, license to access and use the Course content and resources for your own personal or internal business use. You hereby agree that you will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Course. By ordering or participating in Course/Courses, you further agree that you shall not create any derivative work based upon the Course and you shall not offer any competing products or services based upon any information contained in the Course.

The Company content is not for resale. Your participation in the Course does not entitle you to make any unauthorized use of any protected content, and in particular you will not remove or alter any proprietary rights, metadata, footnotes, watermarks or attribution notices in any content. You will use protected content solely for your individual use, and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein.

You hereby agree that any infringement of the Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if you violate the Company’s intellectual property rights, your access to the Course will be terminated immediately, and you shall not be entitled to a refund of any portion of the fees. You may also be subject to further penalties or damages as permitted by the fullest extent of the law. You acknowledge that the actual damages likely to result from breach of this Section are difficult to estimate on the date of this agreement and would be difficult for Company to prove. The parties intend that your payment of the Liquidated Damages Amount would serve to compensate Company for any breach by you of its obligations under this Section, and they do not intend for it to serve as punishment for any such breach by You. Each instance of noncompliance with this prohibition constitutes a separate instance of infringement, and subjects You to a payment obligation in the amount of $150,000 USD per infringement, as liquidated damages and not as a penalty. 

The Company provides various resources on this Website, which users may access by providing an email address. The Company grants you a limited, personal, non-exclusive, non-transferable license to use our resources provided in exchange for an email address (the “Freemium Content”) for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Freemium Content in any manner.

By downloading the Freemium Content, you agree that the Freemium Content you download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of the Company.

By downloading the Freemium Content, you further agree that you shall not create any derivative work based upon the Freemium Content and you shall not offer any competing products or services based upon any information contained in the Freemium Content.

9.0 INDEPENDENT CONTRACTOR STATUS

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide you with access to the Course, for information and educational purposes. The information contained in the Course, including any interactions with the instructors, is not intended as, and shall not be understood or construed as professional advice.

10.0 FORCE MAJEURE

The Company shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in performing any term of this Agreement if caused by acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), server failures, data breaches, data loss or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

11.0 SEVERABILITY/WAIVER

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate such term in any other jurisdiction.

12.0 MISCELLANEOUS

You agree to hereby absolve the Company of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of use of the Course and/or any information and resources contained in the Course. You agree that the Company shall not be liable to you for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Course.

The information, software, products, and service included or available through the Course may include inaccuracies or typographical errors. Changes are periodically added to the information in the Course. The Company and/or its suppliers may make improvements and/or changes in the Course at any time.

The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Course for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Course, with the delay or inability to use the Course or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Course, or otherwise arising out of the use of the Course, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you. If you are dissatisfied with the Course or any portion of it, your sole and exclusive remedy is to discontinue using the Course.

13.0 ASSIGNMENT

You may not assign this Agreement without the express written consent of Company.

14.0 MODIFICATION

The Company reserves the right, in its sole discretion, to change the Terms under which the Course is offered. The most current version of the Terms will supersede all previous versions. The Company encourages you to periodically review the Terms to stay informed of our updates.

15.0 TERMINATION

The Company reserves the right, in its sole discretion, to terminate your access to the Course and the related services or any portion thereof at any time, if you become disruptive to the Company or other Course participants, if you fail to follow the Course guidelines, or if you otherwise violate this Agreement. You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of such termination.

16.0 INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Course and related services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

17.0 RESOLUTION OF DISPUTES

You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to this Course, the Company, any and all contracts you enter into with the Company, and any and all of the Company’s products and services.

To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur in Livermore, California. You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against the Company. To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.

18.0 INTERNATIONAL USERS

The Service is controlled, operated and administered by the Company from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Company Content accessed through the Course in any country or territory or in any manner prohibited by any applicable laws, restrictions or regulations.

19.0 DISCLAIMER

Every effort has been made to accurately represent this product/course and its potential. This site and the products offered on this site are not associated, affiliated, endorsed, or sponsored by any platform, including YouTube, Instagram, or Facebook, nor have they been reviewed, tested, or certified by any platform. Many factors will be important in determining your actual results after taking this course and no guarantees are made that you will achieve any results from our ideas and techniques in our material. Every person is different and every situation is different and success is highly dependent on individual work and fact-specific scenarios. All information is presented "as is" without any guarantees.

Last Updated: July 10th, 2024

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