Last updated 10 August 2020

 

Terms of Business

Azurean Coaching & Consulting, Inc.


1. TERMS OF BUSINESS AND AGREEMENT

1.1. These terms of business and all schedules, appendices, attachments, or similar documents attached to it constitute the entire agreement between you (“Customer”) and Azurean Coaching & Consulting, Inc. (“Service Provider”) (“Agreement”) unless a separate agreement has been signed between the Parties, in which case such separate agreement will solely and exclusively apply. The Customer and the Service Provider are individually referred to as “Party” and together as “Parties”.

1.2. The Customer is deemed to have accepted the terms and conditions of this Agreement if the Customer uses, accesses, accepts the Services, or makes payment for the Services, whichever the earlier.

1.3. This Agreement governs and applies to all Services performed by the Service Provider and materials provided to the Customer pursuant to this Agreement.

2. SERVICES AND PROPRIETARY RIGHTS

2.1. Subject to the Customer’s payment of the fees for the Services and subject to the Customer’s compliance with the terms of this Agreement, the Service Provider agrees to provide the Customer access to the coaching services as set out in Schedule 1 (“Services”). Certain Services are provided to the Customer through or using third party platforms, including but not limited to, Kajabi and Facebook (each a “Third Party Platform”). The Customer agrees that its use of any such Third Party Platforms may be subject to Third Party Platform terms, including but not limited to those set out in Schedule 2 to this Agreement. It is the Customer’s responsibility to comply at all times with any such Third Party Platforms terms. Any breach or non-compliance of any such Third Party Platform terms by the Customer constitutes a material breach of this Agreement.

2.2. The Service Provider will perform the Services in accordance with this Agreement and with the degree of skill, care and diligence expected of a professional performing services of the same kind. The Services will be made available to you without undue delay upon your payment of the relevant fees.

2.3. The Customer acknowledges and agrees that the Services are coaching services and do not in any way constitute psychological therapy or psychological counselling, and the Service Provider expressly disclaims any liability and responsibility in connection with any reliance or consequence of relying on the Services, recommendations, suggestions, proposals and/or any materials provided to the Customer pursuant to this Agreement.

2.4. The Service Provider retains ownership of all intellectual property rights and other proprietary rights in the Services and all work products arising out of or in connection with the Services, including, but not limited to, all materials, ideas, concepts, formats, suggestions, feedback, developments, arrangements, inventions, technologies, packages, programs and other intellectual properties that the Service Provider may develop or create in connection with the Services, but excluding Customer Confidential Information.  The Service Provider expressly reserves all rights not expressly granted to Customer in this Agreement. For clarity, suggestions and feedback in this clause 2.4 refers to any feedback that the Customer may provide to the Service Provider in relation to the Services (or any part thereof) for the Service Provider’s consideration for improvement of the Services only.

2.5. If applicable, the Customer agrees to grant the Service Provider a non-exclusive, transferable, sub-licensable, perpetual, worldwide, irrevocable and royalty-free licence to all intellectual property rights in any materials (including results of any personality tests (through Third Party Platforms) completed by the Customer as recommended by the Service Provider as part of the Services (“Personality Test Results”)) provided by the Customer which the Service Provider requires to perform the Services and carry out its obligations under this Agreement, and for the Service Provider’s use in accordance with this Agreement.

2.6. The work products and all other materials provided to the Customer pursuant to this Agreement are for the Customer’s exclusive use (as applicable). The Service Provider expressly disclaims any liability in connection with any use other than by the Customer (as applicable).

3. TERM AND TERMINATION

3.1. This Agreement commences on the date on which the Customer is deemed to have accepted this Agreement in accordance with clause 1.2 of this Agreement and remains in effect until terminated in accordance with this Agreement (“Term”).

3.2.  This Agreement is deemed terminated if you have not accessed at least one of the Services at any point in time for the last twelve months.

3.3. If the Customer is in default or is in breach of any of the obligations set out in this Agreement, the Service Provider may suspend or terminate the Services at its discretion.

3.4. Termination of this Agreement will not release the Parties from any liability that, at the time of termination, has already accrued or that thereafter may accrue with respect to any act or omission before termination.

4. FEES AND TAXES

4.1. Fees are in US dollars, payable on or before the commencement of the Term and are non-refundable in any circumstance.

4.2. All fees or other amounts payable under this Agreement are exclusive of any and all applicable sales, use, HST, VAT, GST and other taxes, duties and similar charges. The Customer shall pay any such taxes in addition to the fees or other amounts payable under this Agreement.

5. CONFIDENTIALITY

5.1. Each Party agrees to protect and keep confidential any Confidential Information provided to it by the other Party. For the purpose of this Agreement “Confidential Information” means and includes: (a) this Agreement and details of the Services, (b) any information or material which is proprietary to the Service Provider or acquired by the Customer solely as a result of the Services, (c) any intellectual property and methodologies and technologies that the Service Provider uses to perform the Services, (d) any information designated as confidential by either Party, (e) Client Information, and (f) any work product, materials and deliverables that the Service Provider provides to the Customer under this Agreement. Confidential Information excludes any information that: (i) is or becomes publicly available, except as a result of a breach of this Agreement, (ii) is disclosed to either Party by a third party provided that the recipient reasonably believes the third party is legally entitled to disclose such information, or (c) was known to a Party before such Party received it from the other Party or is independently developed by such Party.

5.2. Except as set out in this Agreement or as otherwise agreed between the Parties, the Service Provider will only use or disclose Client Information to perform the Services and to be used in connection with this Agreement, and for analytical, statistical and/or research purposes, as part of the Service Provider’s improvement and development of the Service Provider’s services. The Customer agrees that the Service Provider may aggregate results, information and data arising out of the performance of Services (including Personality Test Results and/or other Customer provided materials, information and data) in a de-identified form for research, statistical, analytical and development purposes. The Service Provider may also disclose Confidential Information and Client Information to the Service Provider’s professional advisers on a confidential basis. For clarity, the Customer’s Personality Test Results may be discussed during group coaching calls and/or virtual forums and/or groups, subject to clause 5.3.

5.3. The Customer acknowledges that the Service Provider respects the Customer’s privacy rights and agrees that the Service Provider will not disclose any personal information, Personality Test Results (in a way that identifies the Customer or that a person would reasonably be able connect or associate the Customer with the Personality Test Results), discussions, documents, materials or similar thing that the Customer provides, discusses, discloses or otherwise communicates to the Service Provider in private (or otherwise in any strictly “one on one” discussion or conversation without any third party’s presence), if and to the extent applicable, without the Customer’s consent (“Client Information”), subject always to clause 5.4 of this Agreement. For clarity, despite anything to the contrary in this Agreement or otherwise, the Customer acknowledges and agrees that (and the Customer consents to) the Customer’s questions and discussion in connection with any questions submitted to the Service Provider to be discussed during group coaching calls and/or on virtual forums and/or groups may be heard and/or discussed between the Customer, the Service Provider and other participants of such group coaching calls and/or such virtual forums and/or groups. For clarity, any information disclosed and/or discussed during such group coaching calls and/or such virtual forums and/or groups do not constitute Client Information or Confidential Information. The Customer acknowledges that group coaching calls (and consequently the Customer’s voice and anything the Customer says on such calls) are recorded by the Service Provider through Third Party Platforms, for the purpose of documenting the discussions and making such recordings available on the Service Provider’s website(s) and/or Third Party Platforms as resources as part of the Services made available by the Service Provider’s clients generally. The Customer expressly agrees and consents to such recording of the Customer’s voice and everything the Customer says on such calls and to the Service Provider making such recordings available on the Service Provider’s website(s) and/or Third Party Platforms as resources as part of the Services made available by the Service Provider’s clients generally. If the Customer does not agree to such recording of their voice, the Customer should refrain from speaking on any group coaching calls and instead, provide any questions, comments and responses in writing using the free-text box if such functionality is made available on the Third Party Platforms, for discussion on such group coaching calls.

5.4. Either Party may disclose any Confidential Information if and to the extent required to be disclosed under applicable law, order of any court, tribunal, authority of competent jurisdiction, provided that where practical and if and to the extent permitted by applicable law, the Party required to disclose must notify the other Party of such disclosure requirement and only disclose as much Confidential Information as strictly necessary to comply with applicable law or disclosure requirement.

5.5. Each Party will return or destroy the other Party’s Confidential Information at any time upon request, provided that the Service Provider shall have the right to retain a copy of any such Confidential Information of the Customer and any materials provided by the Customer, including but not limited to Personality Test Results and/or relevant group coaching calls recordings if and to the extent containing recordings of the Customer’s voice, questions, comments and responses), or which forms part of any work products and/or materials delivered by the Service Provider as part of the Services if and to the extent applicable, or otherwise in connection with the performance of the Services under this Agreement, subject always to confidentiality obligations set out in this Agreement.

 

6. WARRANTIES

6.1. The Service Provider expressly disclaims all warranties of any kind or nature, whether express, implied or statutory, including, but not limited to, any warranties of title, non-infringement, accuracy of data or quality, as well as any warranties of merchantability, workmanship, suitability, fitness for a particular purpose, or the absence of any defects or errors therein.  The Service Provider does not warrant that the Services will meet Customer’s requirements or that the Services will be error-free. The Services or anything arising from the performance if the Services are coaching and training in nature and the Service Provider expressly disclaims any and all liability in connection with, arising out of, or relating to the outcome, results, reliance, consequences of reliance on the Services. The Service Provider does not guarantee, warrant or represent in any way that the Services will result in or enable the Customer and/or the Client to achieve their expectations or expected outcome.

7. LIABILITY

7.1. Despite anything to the contrary in this Agreement or otherwise, the cumulative and total aggregate liability of the Service Provider arising out of, in connection with or relating to this Agreement will shall be limited to an amount equal to the fees paid by the Customer under this Agreement. In no event will the Service Provider be liable to the Customer for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, even if the Service Provider has been advised of the possibility of such damages.

7.2. The Service Provider is not liable for any losses, damages or failure to perform the Services which are caused by the Service Provider’s reliance on inaccurate, false, misleading or incomplete information, data and/or materials provided by the Customer and/or the Client.

8. MISCELLANEOUS

8.1. This Agreement is governed by and construed in accordance with the laws of Ontario, Canada and each Party irrevocably submits to the exclusive jurisdiction of the courts of Ontario, Canada.

8.2. The Service Provider will be excused from any delays in performance of its obligations under this Agreement if such a delay results from compliance with any requirement of applicable law, acts of god, fire, epidemic or pandemic, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of the Service Provider. Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.

8.3. The Service Provider is an independent contractor and neither Party is an agent or representative of, or has the authority to bind the other Party. Neither Party will act or represent the other Party directly or by implication, as an agent of the other Party or in any manner assume or create any obligation on behalf of, or in the name of, the other Party. This Agreement is not intended to and will not be taken to constitute a partnership, agency, employment, joint venture or fiduciary relationship between the Parties. The Service Provider may modify this Agreement at any time and from time to time upon notice to the Customer and the Customer will be deemed to have accepted any such modifications if the Customer continues using any of the Services. If any provision, or portion thereof, of this Agreement is held unenforceable or invalid by a court of competent jurisdiction, the enforceability of the remaining provisions will not be affected.  The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement. This Agreement sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof. No waiver under this Agreement will be binding unless set forth in writing and duly signed by the Party against whom enforcement of such waiver is sought.  Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time.  Any delay by either Party in exercising any right hereunder will not be deemed a waiver of that right. The rights and remedies in this Agreement are cumulative and not exclusive of any rights or remedies provided by applicable law.

 

SCHEDULE 1

DESCRIPTION OF SERVICES AND SPECIFIC TERMS

 

The Services include the following:

(a) access to the Service Provider’s course content and all updates thereof as may be provided by the Service Provider from time to time and at any time, at its discretion,

(b) access to group coaching calls offered by the Service Provider on a weekly basis during which questions that you submit prior to the weekly call as instructed by the Service Provider will be addressed,

(c) access to Service Provider-created virtual forums and/or members only dedicated support groups where the Service Provider may discuss topics relevant to members of such virtual forums and/or groups, and

(d) reasonable support in connection with matters relating to the Services that cannot be addressed under (a), (b) or (c), such as technical problems, complaints, suggestions, feedback, etc.

Your access to the Services are made available to you for as long as the Service Provider operates as a business, and on any platform as the Service Provider deems appropriate from time to time. The Service Provider will notify you in the event of any change to the platform and your access to it. The Service Provider may discontinue the Services in the event of a change of control.

You acknowledge and agree that your questions and discussion in connection with any questions submitted to the Service Provider hereunder may be heard and/or discussed between you, the Service Provider and other individuals during such group coaching calls and/or such virtual forums and/or groups. You agree to indemnify, defend and hold the Service Provider harmless from any claims against the Service Provider in connection with, arising out of or relating to your questions, discussions and behavior, including but not limited to any type of abuse, trolling, harassment, misconduct, defamation, insult, libel, injury, slander, unethical, immoral, criminal conduct, etc. If the Service Provider becomes aware that you have done any of those things, the Service Provider reserves the right to suspend, discontinue and/or terminate your access to the Services at the Service Provider’s discretion, without prior notice to you.

Despite the Service Provider’s efforts to maintain an amicable, respectful, non-discriminatory, healthy and professional environment on group coaching calls and virtual forums and/or groups, the Service Provider does not represent or warrant that group coaching calls and virtual forums and/or groups that it hosts are free from unacceptable behavior and conduct by participants. As such, to the extent permitted under applicable law, the Service Provider disclaims all liability and responsibility for and in connection with the behavior and conduct of participants in group coaching calls and/or virtual forums and/or groups, provided that the Service Provider will use its reasonable efforts to monitor participants’ behavior and conduct on its group coaching calls and virtual forums and/or groups and address any unacceptable behavior and conduct as soon as practicable upon becoming aware of such unacceptable behavior and conduct, at the Service Provider’s sole discretion.

 

SCHEDULE 2

TERMS OF USE FOR THIRD PARTY PLATFORMS

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIRD PARTY PLATFORMS (INCLUDING THIS WEBSITE AND ANY OTHER WEBSITE TO WHICH ACCESS IS PROVIDED TO YOU BY AZUREAN COACHING & CONSULTING, INC). By using this website and/or any other website to which access is provided to you by Azurean Coaching & Consulting, Inc., you signify your consent to these terms of use. If you do not agree to these Terms of Use, please do not use the website and/or any other website to which access is provided to you by Azurean Coaching & Consulting, Inc.

Your access to and use of this website, as well as all related websites operated by Azurean Coaching & Consulting, Inc. (which includes www.drjontam.com, among others) (collectively the “Site”) is subject to the following terms and conditions (“Terms of Use”) and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms of Use and acknowledge that any other agreements between you and the Site are superseded and of no force or effect:

  1. You agree that the Site itself, as well as all content, videos, training materials, products, services and/or other materials, made available on the Site by us or other third parties, as well as the look and feel of all of the foregoing, (collectively referred to as the “Content”) are maintained for your personal use and information by Azurean Coaching & Consulting, Inc., (the “Company”) and are the property of the Company and/or its third party providers. You agree that such Company Content shall include all proprietary videos, HTML/CSS, Javascript, graphics, voice, and sound recordings, artwork, photos, documents, and text as well as all other materials included in the Site, excluding only the materials you provide. Subject to your compliance with these Terms of Use, the Company hereby grants you a limited license, which is non-exclusive, non-transferable, and non-sublicensable, to access, view, and use the Site solely for your personal purposes. No Company Content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, used for public or commercial purposes, or downloaded in any way unless written permission is expressly granted by the Company. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Company, as well as other authors who created the materials, and may be subject to monetary damages and penalties. You may not distribute, modify, transmit or use the content of the Site or any Content, including any and all software, tools, graphics and/or sound files, for public or commercial purposes without the express written permission of the Company.
  2. All Content, such as text, data, graphics files, videos and sound files, and other materials contained in the Site, are copyrighted unless otherwise noted and are the property of the Company and/or a supplier to the Company. No such materials may be used except as provided in these Terms of Use.
  3. All trade names, trademarks, and images and biographical information of people used in the Company Content and contained in the Site, or used with permission by, the Company. The use of Content by you is strictly prohibited unless specifically permitted by these Terms of Use. Any unauthorized use of Content may violate the copyright, trademark, and other proprietary rights of the Company and/or third parties, as well as the laws of privacy and publicity, and other regulations and statutes. Nothing contained in this Agreement or in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Trademark or other proprietary information without the express written consent of the Company or third party owner. The Company respects the copyright, trademark and all other intellectual property rights of others. The Company has the right, but has no obligation, to remove content and accounts containing materials that it deems, in its sole discretion, to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use. If you believe that your intellectual property rights are being violated and/or that any work belonging to you has been reproduced on the Site or in any Content in any way, you may notify Company at legal@drjontam.com. Please provide your name and contact information, the nature of your work and how it is being violated, all relevant copyright and/or trademark registration information, the location/URL of the violation, and any other information you believe is relevant.
  4. While the Company uses reasonable efforts to include accurate and up-to-date information in the Site, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Site.
  5. When you register with the Company and/or this Site, you expressly consent to receive any notices, announcements, agreements, disclosures, reports, documents, communications concerning new products or services, or other records or correspondence from the Company. You consent to receive notices electronically by way of transmitting the notice to you by email.
  6. If you send comments or suggestions about the Site to the Company, including, but not limited to, notes, text, drawings, images, designs or computer programs, such submissions shall become, and shall remain, the sole property of the Company. No submission shall be subject to any obligation of confidence on the part of the Company. The Company shall exclusively own all rights to (including intellectual property rights thereto), and shall be entitled to unrestricted use, publication, and dissemination as to all such submissions for any purpose, commercial or otherwise without any acknowledgment or compensation to you.
  7. The Company shall use commercially reasonable efforts to restrict unauthorized access to our data and files. However no system whether or not password protected can be entirely impenetrable. You acknowledge that it may be possible for an unauthorized third party to access, view, copy, modify, or distribute the data and files you store using the Site. Use of the Site is completely at your own risk.
  8. The Company will not intentionally disclose any personally identifying information about you to third parties, except where the Company, in good faith, believes such disclosure is necessary to comply with the law or enforce these Terms of Use. By using the Site, you signify your acceptance of the Company’s Privacy Policy, http://drjontam.com/privacy-policy/. If you do not agree with this Privacy Policy, in whole or part, please do not use this Site.
  9. NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR MAINTAINING THE SITE AND/OR ANY CONTENT ON THE SITE SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO OR USE OF THE SITE. WITHOUT LIMITING THE FOREGOING, ALL CONTENT ON THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE SITE, THE RESULTS OF THE USE OF SUCH MATERIALS, THE SUITABILITY OF SUCH MATERIALS FOR ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION. THE COMPANY LIKEWISE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES THAT YOU WILL EARN ANY MONEY USING THE SITE OR THE COMPANY’S TECHNOLOGY OR SERVICES. YOU ACCEPT ALL RESPONSIBILITY FOR EVALUATING YOUR OWN EARNING POTENTIAL AS WELL AS EXECUTING YOUR OWN BUSINESS AND SERVICES. YOUR EARNING POTENTIAL IS ENTIRELY DEPENDENT ON YOUR OWN PRODUCTS, IDEAS, TECHNIQUES; YOUR EXECUTION OF YOUR BUSINESS PLAN; THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES OFFERED AND UTILIZED; AS WELL AS YOUR FINANCES, YOUR KNOWLEDGE AND YOUR SKILL. SINCE THESE FACTORS DIFFER AMONG ALL INDIVIDUALS, THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING YOUR SUCCESS OR INCOME LEVEL. THE COMPANY DOES NOT WARRANT THAT USE OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, THE CONTENT, AND/OR THE MATERIALS AVAILABLE ON THIS SITE ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. Please note that the applicable jurisdiction may not allow the exclusion of implied warranties. Some of the above exclusions may thus not apply to you.
  10. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER (including, for example, your web service provider service, Stripe payment services, your software and/or any updates or upgrades to that software). ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY ALSO RESERVES THE RIGHT TO LIMIT YOUR USE OF THE SITE AND/OR THE CONTENT OR TO TERMINATE YOUR ACCOUNT SHOULD THE COMPANY DETERMINE THAT YOU HAVE VIOLATED THESE TERMS OF USE, OR THAT YOU HAVE VIOLATED ANY OTHER RULES OR CONDITIONS OF THE COMPANY. THE COMPANY RESERVES THE RIGHT TO REFUSE ACCESS TO THE SITE AND/OR THE COMPANY’S CONTENT, PRODUCTS AND/OR SERVICES TO ANYONE IN ITS SOLE DISCRETION. THE COMPANY RESERVES THE RIGHT TO DETERMINE, IN ITS SOLE DISCRETION, WHETHER THE COMPANY IS RESPONSIBLE FOR ANY SUCH MALFUNCTION OR DISRUPTION. THE COMPANY MAY, IN ITS SOLE DISCRETION, REFUND THE INITIAL FEE CHARGED FOR ANY USE OF THE SITE AND/OR ANY CONTENT OR A PRO-RATA PORTION THEREOF CONSISTENT WITH THE COMPANY’S REFUND POLICY. THE COMPANY SHALL REFUSE ANY REFUND THIRTY (30) DAYS AFTER YOUR PAYMENT FOR USE OF THE SITE AND/OR ANY CONTENT, EITHER PURSUANT TO THE COMPANY’S CUSTOMER LICENSE AGREEMENT OR OTHERWISE, REGARDLESS OF THE REASON FOR DISRUPTION.
  11. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL, COST OF CAPITAL, COST OF REPLACEMENT SERVICES, OR CLAIMS FOR SERVICE INTERRUPTIONS OR TRANSMISSION PROBLEMS, OCCASIONED BY ANY DEFECT IN THE SITE, THE CONTENT, AND/OR RELATED MATERIALS, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT THERETO, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
  12. You agree to indemnify and hold the Company and each of its directors, officers employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including reasonable attorney’s fees, arising out of or relating to (i) your breach of this Agreement, (ii) any violation by you of law or the rights of any third party, (iii) any materials, information, works and/or other content of whatever nature or media that you post or share on or through the Site, (iv) your use of the Site or any services that the Company may provide via the Site, and (v) your conduct in connection with the Site or the services or with other users of the Site or the services. The Company reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide the Company with such cooperation as is reasonably requested by the Company.
  13. The provisions of these Terms of Use are for the benefit of the Company, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
  14. These Terms of Use may be revised from time to time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms of Use to which you are bound.