TERMS OF SERVICE
These Terms and Conditions AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. Prices and Payment Terms. The license fees (“Price”) for the Products shall be as stated on the Order.
2. Fees and Payments. As consideration for the Product you purchase, you must pay Carolyn Stern all applicable fees and taxes on the Price. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the Price and any applicable taxes, and you hereby consent to the same. All payments will be charged and made in US Dollars unless Carolyn Stern provides live or in person services in Canada which case the (applicable portion of the) services will be charged in Canadian Dollars.
You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, expiration date and CVV) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your sign-in names or passwords). You hereby authorize Carolyn Stern to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.
3. Refund Policy. There are no refunds offered on the Products. Make sure you’re making a wise decision for yourself before you purchase any Product.
4. Sign-In Name; Password; Unique Identifiers. Upon purchase of a Product, you will receive a username and password for your own personal use and only you may access and use the Product. You will keep the username and password (paswords may be changed by you from time to time) for subsequent purchases.
5. Intellectual Property. You agree that the Products contain proprietary information and materials, such as videos, coursework, lesson plans, training modules, photographs, software, coding, text, graphics, images, illustrations, and sound recordings (collectively, “Product Content”) that are owned by Carolyn Stern and/or its licensors and are protected by copyright, trademark, and other applicable intellectual property laws. You are only granted a limited, non-exclusive, non-transferable license and right to use the Product and Product Content solely for the purposes set out in this Agreement. Duplicating, sharing, or uploading any Product Content, including to any sharing or social media sites, is considered stealing, and Carolyn Stern will prosecute such misconduct to the fullest extent permitted by law. Carolyn Stern provides you with the Products solely for your internal business and personal use, and not for the commercial use outside of your business. You agree that you will not use any of the Product Content in any way whatsoever except for use in compliance with this Agreement. You will not use any Product Content in a manner that constitutes an infringement of Carolyn Stern’s rights or that has not been authorized by Carolyn Stern. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works of, exploit, or distribute in any manner or medium (including by email or other electronic means) any Product Content. You may, however, from time to time, download and/or print one copy of individual pages of the Product Content for personal use and use the Product, provided that you keep intact all copyright and other proprietary notices.
To be clear: please be aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference Carolyn Stern, the Products, or the Product Content, or infringe on any of Carolyn Stern’s or its licensors’ intellectual property in any way. All copyrights, trademarks, and other intellectual property rights in and to the Products and the Product Content (including the compilation of content, postings, links to other internet resources, and descriptions of those resources) are owned by Carolyn Stern and/or its licensors, which reserve all of their rights, title, and interests in law and equity. THE USE OF THE PRODUCTS, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF CAROLYN STERN AND/OR ITS LICENSORS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.
The trademarks, service marks, and logos of Carolyn Stern (the “Carolyn Stern Trademarks”) used and displayed in the Products are registered and unregistered trademarks or service marks of Carolyn Stern. Other company, product, and service names used and displayed in the Products may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Carolyn Stern Trademarks, the “Trademarks”). Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Carolyn Stern Trademarks inures to our benefit.
6. Cannot Record Calls. You do not have our permission to record (video and/or audio) any live trainings, calls or meetings whether those occur in person, via teleconference or any electronic means.
7. Third-Party Materials and Websites. Carolyn Stern may provide links to third-party materials and websites as a convenience to you. These third-party materials and websites are not part of the Products, and they may be either withdrawn or terminated from the Products at any time without notice to you and without any liability to Carolyn Stern. You agree that you will be responsible for all payment and other obligations associated with your use of any and all third-party materials and websites. In addition, you agree that Carolyn Stern is not responsible for examining or evaluating the content or accuracy of any third-party materials and websites, and Carolyn Stern does not warrant and will not have any liability or responsibility for any third-party materials, websites, products, or services. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party and that Carolyn Stern will not be liable for your improper use of third-party materials and websites.
8. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS: (I) THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE;” AND (II) WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PRODUCTS.
WHEN ADDRESSING FINANCIAL MATTERS IN ANY OF OUR PRODUCTS, WEBSITES, VIDEOS, NEWSLETTERS, PROGRAMS, OR OTHER CONTENT, WE’VE TAKEN REASONABLE EFFORT TO ENSURE THAT WE ACCURATELY REPRESENT OUR PROGRAMS AND THEIR ABILITY TO HELP YOU GROW YOUR BUSINESS AND IMPROVE YOUR LIFE. HOWEVER, CAROLYN STERN DOES NOT GUARANTEE THAT YOU WILL GET ANY RESULTS OR EARN ANY MONEY USING ANY OF OUR ADVICE, PRODUCTS, IDEAS, TOOLS, STRATEGIES, OR RECOMMENDATIONS, AND NOTHING ON OUR WEBSITES OR IN OUR PRODUCTS IS A PROMISE OR GUARANTEE TO YOU OF FUTURE EARNINGS, YOUR LEVEL OF HAPPINESS, OR YOUR EMOTIONAL AND SOCIAL WELL BEING.
YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE PRODUCTS, AND RELIANCE ON ANY ADVICE THAT CAROLYN STERN MAY PROVICE, IS AT YOUR SOLE RISK. BY PURCHASING A PRODUCT, 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 (EXPRESSED OR IMPLIED) REGARDING YOUR EARNINGS, BUSINESS PROFITS, MARKETING PERFORMANCE, AUDIENCE GROWTH, OR RESULTS OF ANY KIND. YOU ALONE ARE RESPONSIBLE FOR YOUR ACTIONS AND BUSINESS, WHICH ARE DEPENDENT ON PERSONAL FACTORS INCLUDING, BUT NOT NECESSARILY LIMITED TO, YOUR SKILL, KNOWLEDGE, ABILITY, DEDICATION, BUSINESS SAVVY, NETWORK, AND FINANCIAL SITUATION, TO NAME JUST A FEW. YOU ALSO UNDERSTAND THAT ANY TESTIMONIALS OR ENDORSEMENTS BY OUR CUSTOMERS OR AUDIENCE REPRESENTED IN OUR PRODUCTS, PROGRAMS, WEBSITES, CONTENT, LANDING PAGES, SALES PAGES, OR OFFERINGS HAVE NOT BEEN SCIENTIFICALLY EVALUATED BY US, AND THE RESULTS EXPERIENCED BY INDIVIDUALS MAY VARY SIGNIFICANTLY. ANY STATEMENTS OUTLINED IN OUR PRODUCTS, WEBSITES, PROGRAMS, CONTENT, AND OFFERINGS ARE SIMPLY OUR OPINIONS AND THUS ARE NOT GUARANTEES OR PROMISES OF ACTUAL PERFORMANCE. WE OFFER NO PROFESSIONAL, LEGAL, MEDICAL, PSYCHOLOGICAL, OR FINANCIAL ADVICE.
9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS: (I) UNDER NO CIRCUMSTANCES SHALL CAROLYN STERN, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR OUT OF YOUR USE OF THE PRODUCTS OR PURCHASES HEREUNDER; AND (II) YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PRODUCTS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
10. Waiver of Rights. Any rights of Carolyn Stern under this Agreement shall not be deemed to be waived unless specifically waived in writing by an authorized representative of Carolyn Stern. No such waiver shall be deemed a waiver of any succeeding breach of the same or any other provision of this Agreement.
11. Assignment of Agreement. You may not assign or delegate this Agreement (or any of your rights, duties or obligations hereunder) to any third party.
12. Governing Law. This Agreement will be governed by and construed exclusively and solely in accordance with the laws, other than choice of law rules, of the Province of British Columbia. Any matter regarding the interpretation and application of this Agreement, and all disputes arising under or in connection with this Agreement will be within the sole and exclusive jurisdiction of the courts of British Columbia. You irrevocably agree to and hereby accept and attorn to the exclusive jurisdiction of the Courts of British Columbia for any and all claims that they may have related in any way to this Agreement and all disputes relating to or arising under this Agreement, and you irrevocably covenant and agree not to commence any action or bring any claim in any other forum relating in any way to this Agreement or any dispute relating to or arising under this Agreement.
13. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. We may assign this Agreement at any time without notice to you. You have no right to assign this Agreement, by operation of law or otherwise. The Products are non-transferable.
14. Carolyn Stern is committed to providing all customers with a positive experience. If you fail, or Carolyn Stern suspects that you have failed, to comply with any of the provisions of this Agreement, Carolyn Stern, in its sole discretion and on notice to you, may, without waiving any other remedies under this Agreement: (a) limit, suspend, or terminate your access to the Products and/or you participation in program without refund; and/or (b) terminate this Agreement. Your obligations to Carolyn Stern under this Agreement will survive expiration or termination of this Agreement for any reason.
15. Carolyn Stern reserves the right, at any time and at its sole discretion, to modify this Agreement and to impose new or additional terms or conditions on your access and use of the Products. Such modifications and additional terms and conditions shall be effective immediately and automatically incorporated into this Agreement. Your continued use of the Products will be deemed your acceptance thereof. The changes may be listed in an area accessible to you on Carolyn Stern’s website or you may be notified by either e-mail or postal mail.
16. By purchasing a subscription to the Products and/or using the Products, you, to the extent permitted by applicable laws, agree to defend, indemnify, and hold harmless Carolyn Stern, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever — including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, legal fees, and disbursements — which any of them may incur or become obligated to pay arising out of or resulting from your breach of this Agreement and/or your purchase and/or use of Products. You recognize and agree that all of Carolyn Stern’s owners, officers, directors, employees, shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of Carolyn Stern.
17. Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of Carolyn Stern’s intellectual property rights and confidential and proprietary information by you, Carolyn Stern will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. Carolyn Stern may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of any arbitration, mediation or litigation. You consent to the personal and subject matter jurisdiction of the the courts of British Columbia for purposes of any such action by Carolyn Stern.
18. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
19. In the event that any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity of unenforceability shall attach only to such provision or part thereof and the remaining terms and provisions of this Agreement remain in full force and effect.The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail, but in such event the provision affected in this Agreement shall be limited or eliminated only to the extent necessary, and the remainder of this Agreement shall remain in full force and effect.
20. The captions of sections and other subdivisions hereof are inserted only for the purpose of convenient reference, and it is recognized that they may not adequately or accurately describe the contents of such sections or subdivisions. Such captions shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or Intent of the provisions of this Agreement or any part or portion thereof, nor shall they otherwise be given any legal effect.
21. Costs to Enforce. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs including reasonable legal fees.
22. This Agreement may be executed in any number of counterparts, each of which may be executed by fewer than all of the parties, and all of which together constitute one instrument. When all of the parties have signed one or more counterparts then despite the date of execution, this Agreement becomes effective as of the date set out above. A copied or electronic facsimile transmission of this Agreement signed by any party will be sufficient to establish the signature of that party and to constitute the consent in writing of that party to this Agreement.
23. Other Documents. The parties will from time to time, both before and after the execution and delivery of this Agreement, execute and deliver or cause to be executed and delivered all documents, deeds, conveyances and other instruments and do or cause to be done the further acts and things which may be reasonably necessary, or which counsel for a party advises is reasonably necessary or advisable, to carry out fully the intent of this Agreement and the transactions contemplated by this Agreement.
24. Authorized Signature. You expressly represent and warrant to Carolyn Stern that you have the authority to enter into tthis Agreement. If this Agremeent is entered into on behalf of a corporate entity then you expressly represent and warrant to Carolyn Stern that the person signing this Agreement is authorized to sign on behalf of any corporate entity for which that person is signing and bind that corporate entity to the terms set forth herein.