Terms Of Service
Updated July 7, 2022
Thank You for purchasing the Accelerated Unshakable Wealth (“Program”) Larilu, LLC (hereinafter referred to as “Company”). All sales are final for this course/membership. By clicking “I Agree,” “Buy Now,” “Complete Order,” "Pay Now," "Submit Payment,"or any other phrase on the purchase button, entering your credit card information, or otherwise rendering payment (either in-full or partial) for the Product for which these terms appear, you (“Client” and/or “Customer”) indicate that you have read and understood this Agreement and You will be bound by its Terms and you are executing a legally binding agreement with the Company, subject to the following terms and conditions (“Agreement”).
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS OF SERVICE & DISCLAIMER BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER WWW.UNSHAKABLEWEALTH.COM. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
By purchasing any product You indicate that You have read and understood this Agreement and You will be bound by its Terms.
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE BEFORE ACCESSING, USING, PURCHASING OR SUBSCRIBING OR PLACING AN ORDER FOR ANY DIGITAL OR PHYSICAL PRODUCTS ON ANY WEBSITES CREATED & OWNED BY THE COMPANY. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES (see Sections 8, 13, and 14). THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
The use of Company sites www.unshakablewealth.com (hereafter “Websites”), which is owned and maintained by Larilu, LLC (“Company,” “we,” “our,” “us”), is governed by the terms and conditions set forth below. We offer the Websites, including all information, tools, and services available from the Websites to you, the user, conditioned upon your acceptance of all terms and conditions stated here. By accessing, using, subscribing, or placing an order over the Websites, you and your business agree to the terms set forth herein. If you do not agree to these terms and conditions in their entirety, you are not authorized to use the Websites in any manner or form whatsoever.
THIS IS A BINDING AGREEMENT. THESE TERMS AND CONDITIONS OF USE & SALE (“TERMS”) TOGETHER WITH OUR PRIVACY STATEMENT FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND THE COMAPANY. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITES AND THE SERVICES PROVIDED BY THE COMPANY, ANY ORDER YOU PLACE THROUGH THE WEBSITES, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITES.
THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 14.
Company reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Websites. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms at our Websites under Terms & Conditions. Use of the Websites after such changes constitutes acceptance of such changes. Any new features or tools which are added to the current Websites shall also be subject to the Terms.
SECTION 1 – WEBSITES USE
The Websites is intended for adults. If you use the Websites, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.
SECTION 2 – WEBSITES USER CONDUCT AND RESTRICTIONS-LICENSE TERMS
All aspects of our Websites are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Websites may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Company trademark and logo are proprietary marks of Company, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Company.
Subject to your continued strict compliance with all Terms, Company provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferrable license to use the Websites. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.
If you purchase a subscription to Company software over the Websites, Company provides to you a revocable, limited, non-exclusive, non-sublicenseable, non-transferrable license to use the software. You acknowledge and agree that: (1) the software is copyrighted material under United States and international copyright laws that is exclusively owned by Company; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without the express written permission of Company; and (5) in the event of any permitted copying (e.g., from the Websites to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made.
You agree not to use or attempt to use the Websites or any software provided by Company, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Company. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Websites or through use of any software or hardware including, but not limited to, refraining from:
HARMFUL ACTS. Any dishonest or unethical practice; any violation of the law; infliction of harm to Company’ reputation; hacking and other digital or physical attacks on the Websites; and the violation of the rights of Company or any third party;
“SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Company’ reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all communications comply with state and local anti-spamming or analogous laws.
OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any Websites operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or solicitous of unlawful behavior.
SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any Websites, software, or other electronic service hosted, provided by or connected to Company, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.
ILLEGAL ACTIVITY. Any promotion of illegal activity, promoting the sale or use of illegal drugs (including but not limited to Marijuana-derived CBD Oil); or infringing or promoting the infringement of the intellectual property rights of another.
In addition to the foregoing, Company requires you to follow these best practices when sending electronic communications:
Use only permission-based marketing electronic communications lists (i.e., lists in which each recipient affirmatively opted-in to receiving those electronic communications).
Always include a working “unsubscribe” mechanism in each marketing electronic communication that allows the recipient to opt out from your mailing list (receipt/transactional messages that are exempt from “unsubscribe” requirements of applicable law are exempt from this requirement).
Comply with all requests from recipients to be removed from your mailing list within the earlier of ten (10) days of receipt of the request, or the deadline under applicable law.
Include in each electronic communication your valid physical mailing address or a link to that information.
Do not send electronic communications to addresses obtained from purchased or rented lists.
Do not use third party electronic addresses, domain names, or mail servers without proper permission from the third party.
Do not routinely send electronic communications to non-specific addresses (e.g., email@example.com or firstname.lastname@example.org).
Do not engage in spamming.
Do not disguise the origin, or subject matter of, any electronic communications or falsify or manipulate the originating message address, subject line, header, or transmission path information for any electronic communication.
Do not send offers to obtain or attempt to obtain personal information, or generate leads, for third parties.
Do not send “chain letters,” “pyramid schemes,” or other types of electronic messages that encourage the recipient to forward the content to strangers.
Do not send to lists of addresses that are programmatically generated or scraped from the Internet.
Do not employ sending practices, or have overall message delivery rates, which may cause harm to our services or other users of our services.
Do not send messages that may be considered junk mail. Some examples of these types of messages include, but are not limited to, messaging related to penny stocks, gambling, multi-level marketing (except in compliance with the FTC’s Business Guidance Concerning Multi-Level Marketing, see www.ftc.gov/tips-advice/business-center/guidance/business-guidance-concerning-multi-level-marketing), direct to consumer pharmaceutical sales, and payday loans.
You further agree to conduct yourself and all of your businesses in full compliance with all applicable laws, whether through the use of Company or otherwise.
SECTION 4 – INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS; PROHIBITION AGAINST HOSTING THIRD-PARTY AGENCY ACCOUNTS
As a Company user, you will be required to create an account with Company. You warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person. You are responsible for maintaining the confidentiality of any password you may use to access your Company user account, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to your user account, to any third party. So called “agency accounts,” or accounts in which you host funnels for third parties, are prohibited. Should your usage data indicate, in Company’ sole and exclusive discretion, that you are operating an agency account, you will be subject to cancellation of your Company user account or enhanced pricing for your Company user account, at Company’ sole and exclusive discretion. You are fully responsible for all transactions with, and information conveyed to, Company under your user account. You agree to immediately notify Company of any unauthorized use of your password or user-name or any other breach of security related to your user account. You agree that Company is not liable, and you will hold Company harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations. Please see Section 17 below for additional information.
SECTION 5 – ORDER PLACEMENT AND ACCEPTANCE
If you order a service or product, payment must be received by us before your order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate and may cancel or limit an order any time after it has been placed. Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at email@example.com in order to modify or cancel your pending order. We cannot guarantee that we will be able to amend your order in accordance with your instructions.
All items are subject to availability. We will notify you if any item is not available, the expected availability date, and may offer you an alternative product or service. If the availability of any product or service is delayed and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your payment card will be fully refunded for that specific order. We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis at our sole and exclusive discretion.
Your purchase order of products and other services is conditioned on you re-affirming your acceptance of this Agreement.
All advertised prices are in, and all payments shall be in, U.S. Dollars.
PLEASE NOTE THE ACCELERATED UNSHAKABLE WEALTH MEMBERSHIP IS AN ANNUAL MEMBERSHIP AND YOUR CARD WILL BE CHARGED 12 MONTHS AFTER YOUR ORIGINAL DATE OF PURCHASE. CURRENTLY WE DON'T OFFER A MONTHLY SUBSCRIPTION PAYMENT, IF A MONTHLY SUBSCRIPTION PAYMENT OPTION IS OFFERED THE ACCELERATED UNSHAKABLE WEALTH MEMBERSHIP HAS A 3 MONTH MINIMUM ON THE MONTHLY PAYMENT OPTION. YOU CAN CANCEL YOUR MEMBERSHIP EASILY AT ANY TIME BEFORE RENEWAL BUT YOU MUST GIVE 30 DAYS CANCELLATION NOTICE BY EMAIL TO SUPPORT@UNSHAKABLEWEALTH.COM TO BE CANCELLED ON THE NEXT PAYMENT CYCLE. ACCELERATED UNSHAKABLE WEALTH MEMBERSHIP IS AVALAIBLE THROUGH A 12-MONTH PAYMENT PLAN, IF STUDENT CHOOSES THIS PAYMENT OPTION, ALL PAYMENTS MUST BE MADE AND THE STUDENT IS RESPOSIBLE FOR THE FULL PROGRAM AMOUNT, EVEN IF THE STUDENT CANCELS BEFORE THE 12 MONTHS.
SECTION 6 – REFUNDS POLICY
If Client requests a refund and does not include all required coursework within ninety (30) days of enrollment, Client’s refund will not be accepted. All refunds are under the sole discretion of the Company. We are about honesty, fairness, and customer satisfaction.
Example of No Refund. An example of a situation where we wouldn’t grant a refund is if a student doesn’t put in any effort, doesn’t try at our courses/modules/lessons, doesn’t take full responsibility for their own success, and then asks for their money back. We also do not offer refunds for the following: (1) attempts to use the refund policy as a way to opt-out of any existing financial obligation and/or payment plan already committed to us upon signing up for our program, (2) change of personal direction after purchasing the course, and/or (3) inability to complete the program.
Example of Granted Refund. An example of a situation where Company would give a refund is if Client completes the entire course, tries their best, shares with us what they learned, and then provides an objectively fair reason why Client wants their money back. This means Company expects the following documents and tasks to completed before requesting a refund:
Disclaimer: Due to the digital nature of our course, Company does not offer refunds for those who do not do their due diligence to ensure the program is the right fit for them. It is the Client’s responsibility to carefully review our sales page and terms and conditions before purchasing, using, or accessing any of our products and Program. Please note, we do not offer partial refunds for our programs and our exclusive optional Add-On Bonuses are non-refundable under any circumstances. Company follows a refund, as outlined above.
THE MEMBERSHIP HAS A 3 MONTH MINIMUM ON THE MONTHLY PAYMENT OPTION. YOU MUST GIVE 30 DAYS CANCELLATION NOTICE BY EMAIL TO SUPPORT@UNSHAKABLEWEALTH.COM TO BE CANCELLED ON THE NEXT PAYMENT CYCLE.
The 30-Day Money Back Guarantee begins on the date the purchase was made.
4. You agree that all payments made on the Website are final, and you will not challenge or dispute the charge with your bank. You further agree that should you have any issues relating to your payment (such as duplicate billing), you will contact the Company to resolve the issue. Should a chargeback or dispute be initiated with your bank, you agree that you will be held responsible for any outstanding balance owed to us plus any chargeback fees charged by our bank, which may be as much as $65. You agree that you will pay any outstanding balance you have with the Company within 30 days from the date of notification. Any outstanding balance left unpaid after 30 days may be submitted to a collections agency, and you agree that a collections fee of up to 50% of the outstanding balance or $120 (whichever is higher) will be added to the amount that you owe.
SECTION 7 – PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITES
Products, services, and prices are generally posted on our websites, but are subject to change:
At times, Company may also offer services, such as its Coaching program which will be described when offered but nonetheless governed by this Agreement and these Terms. Company reserves the right, without notice, to discontinue products or services or modify specifications and prices on products and services without incurring any obligation to you. Except as otherwise expressly provided for in these Terms, any price changes to your purchase of product(s) or services will take effect following email notice to you.
Price changes are effective on the first day of the month after the price change is posted. By accessing, using, subscribing or placing an order over the Websites, you authorize Company to charge your account in the amount indicated for the value of the services you select, including any future price changes. If you request a downgrade in services, the downgrade (and corresponding price reduction) will become effective on the first day of the month following your requested downgrade. By your continued use of Company services, and unless you terminate your subscription as provided herein, you agree that Company may charge your credit card monthly for the products and services you have selected, and you consent to any price changes for such services after e-mail notice has been provided to you.
Company takes reasonable steps in an effort to ensure that the prices set forth on the Websites are correct, and to accurately describe and display the items available on the Websites. If the correct price of our product is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
When ordering products or services, please note that Company does not warrant that product or service descriptions are accurate, complete, current, or error-free, or that packaging will match the actual product that you receive. All sales are deemed final. Company’ descriptions of, or references to, products or services not owned by Company are not intended to imply endorsement of that product or service, or constitute a warranty by Company.
SECTION 8 – DISCLAIMER - YOUR INDIVIDUAL RESULTS WILL VARY
A. Websites- The material appearing on every website under Larilu, LLC (“this Site”), is provided as either information about events, people, the Program or stories & is a platform for online connection and community. The Company, owners and its directors, agents, employees and affiliates assume no responsibility or liability for any consequences resulting directly or indirectly from any action or inaction you take based on the information found on or material linked to on this Site. Any information by or on this Site or inside the Program is provided for promotional or informational purposes only and is not to be relied upon as a professional opinion whatsoever. By using this Site and/or Program, you accept and agree that following any information or recommendations provided therein is at your own risk.
B. No Guarantees- Company makes NO GUARANTEES about any success that you’ll get from our Site or our courses/memberships, such as Program, or any of our free offers. Client understands that the Program has been designed by Company for general educational and informational purposes only, with the goal of teaching Client new skills and providing Client with awareness of traditional practices. Through the Program, the Company might provide guidance regarding wealth decisions, but it is ultimately the responsibility of the Client (and only the Client) to make the final decision for themselves. By using Company’s services and purchasing this Program, Client accepts any and all risks, foreseeable or unforeseeable, arising from such a transaction. Client agrees that Company, owners, employees, directors or anyone associated with the Company will not be held liable for any damages of any kind resulting or arising from the use or misuse of the Program. Client agrees that use of this Product is at user’s own risk.
Client hereby acknowledges that Client is solely responsible for the amount and type of income that Client generates by implementing techniques and advice provided by Program. Client also acknowledges that the Company cannot and does not guarantee that implementation of the Program will provide Client with lucrative wealth. Client also agrees that Client is solely responsible for any decision Client makes and indemnifies Company from any liability regarding said decision.
Ultimately, we will not be responsible or make any promises for what will happen in your life and business. Even if you’ve worked with us as a client before and achieved certain results, we make no guarantee that they will happen again. We cannot be any more clear about this: We are here for you and want you to succeed, but we make no promises regarding results and make no guarantees whatsoever.
Further, we do not make earnings claims, efforts claims, return on investment claims, or claims that our software, tools, or other offerings will make you any specific amount of money, and it is possible that you will not earn your investment back. We do not sell wealth opportunity, “get rich quick” program, guaranteed system, franchise system, or wealth in a box. You should not purchase our products or services if that is your expectation. Instead, you should purchase with the understanding that using the information and software purchased will take time and effort and may be applicable in some situations but not others. Also, Larisa Olteanu is not a CPA, attorney, insurance, tax or financial advisor and the information, courses, memberships, website content, videos shall not be construed as tax, legal, insurance, or financial advice. If you need such advice, please contact a qualified CPA, attorney, insurance agent, or financial advisor. Linked items may create a financial benefit for Larilu, LLC. You should consult your business’ accountant, attorney, or financial advisor for advice on these topics.
SECTION 9 – YOUR RESPONSIBILITIES
You represent and warrant that you are in good standing and you agree that there are no prior or pending government investigations or prosecutions against you or your business. You also agree that you and your business will only use Company’s products and services for lawful purposes and that you shall not use such products or services, whether alone or in connection with other software, hardware, or services, for any unlawful or harmful purpose. You are solely and exclusively responsible for complying with any and all applicable laws and regulations in running your business, including, but not limited to, all laws governing advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business. You agree to notify Company if any investigation or lawsuit is threatened or filed against you, whereupon Company shall have the right to terminate this Agreement without liability. Company shall have no liability for your violation of any laws. You are solely and exclusively responsible for collecting and reporting any and all sales and use tax, and any other taxes, which may apply to sales of products or services by your business including, but not limited to, taxes which may apply to voluntary donations provided by your customers (as described in Section 10 below). Company shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business. You agree to indemnify Company as set out in Section 17 below in the event that you and/or your business violates any law and a claim is threatened or asserted against Company as a result.
SECTION 10 – COMMISSIONS PROGRAM AND INDEPENDENT COMPANY AFFILIATE PROGRAM
Company may offer you an opportunity to become an independent Company Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Company accounts that you sell to other users. Company reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed in the Company Affiliate Agreement.
For avoidance of doubt, Affiliates are independent contractors and are not employees or agents of Company. Affiliates have no authority to act on behalf of or bind Company. Affiliates shall be solely and exclusively responsible for all costs and other expenses incurred. Sections 14 and 16 below – in their entirety (as well as all other terms in this Agreement) – apply to Affiliates, and further govern the relationship between Company and each Affiliate.
Affiliates are responsible for following local, state, and federal laws, including but not limited to those laws outlined in Section 12 below and avoiding making misrepresentations or creating the wrong net impression of the products and services offered by Company.
To find out more information about the Affiliate program and the additional terms that apply, please click here. For avoidance of doubt, all Sections of these Terms and Conditions apply to you in your role as Affiliate, unless expressly provided otherwise.
SECTION 11 – TESTIMONIALS, REVIEWS, AND PICTURES/VIDEOS
Company is pleased to hear from users and customers and welcomes your comments regarding our services and products. Company may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it. Testimonials may be used for any form of activity relating to Company’ services or products, in printed and online media, as Company determines in its sole and exclusive discretion. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and/or your business may have using our services or products. As set forth above in Section 8, your business’ results will vary depending upon a variety of factors unique to you, your personal financial situation, your business and market forces beyond Company’ control. Note that testimonials,
photographs, and other information that you provide to us will be treated as non-confidential and nonproprietary, and, by providing them, you grant Company a royalty-free, worldwide, perpetual, non-exclusive and irrevocable license to use them.
Additionally, Company reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. Company shall be under no obligation to use any, or any part of, any testimonial or product review submitted.
SECTION 12 – COMPLIANCE WITH THE LAWS, INCLUDING COMMITMENT AGAINST HARASSMENT AND INTERFERENCE WITH OTHERS
As a Company user and/or Affiliate, whether or not you display the Company’ Badge, you must comply with all laws, both U.S. and foreign, including, but not limited to, laws prohibiting deceptive and misleading advertising and marketing, e-mail marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), telemarketing laws (including the federal Telephone Consumer Protection Act (47 U.S.C. § 227) and the Federal Trade Commission’s Telemarketing Sales Rule (16 C.F.R. § 310)), laws governing testimonials (including the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255)), and/or any similar laws, laws relating to intellectual property, privacy, security, terrorism, corruption, child protection, or import/export laws. You are solely responsible for ensuring their compliance with all applicable laws, rules, regulations, and court orders of any kind of any jurisdiction applicable to you and your business, and any recipient to whom you send digital messages using our products or services. You have the responsibility to be aware of, understand, and comply with all applicable laws and ensure that you and all users of your account comply with such applicable laws at all times.
If you use any messaging software, or any other messaging system or other software or hardware provided by you or a third-party, you agree that you will follow all applicable laws with respect to sending messages, including without limitation the federal Telephone Consumer Protection Act. You further agree to indemnify and defend Company from any claims, damages, losses, and lawsuits of any kind or nature that may be made or brought against Company relating in any way to your violation of law or third-party rights by use or misuse of any messaging software or hardware, whether or not provided by Company. You further understand and agree that Company has no control over, and therefore cannot be responsible for, the functionality or failures of any third-party software, including without limitation Facebook, Facebook Messenger, and internet browser notifications.
Company DOES NOT WARRANT THAT ANY COMPANY MESSAGING SOFTWARE WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF ANY AND ALL MESSAGING SOFTWARE AND/OR HARDWARE.
COMMITMENT AGAINST HARASSMENT AND INTERFERENCE WITH OTHERS. You must not use our services, whether alone, or in connection with other software or hardware, to: (i) store, distribute, or transmit any malware or other material that you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive; or (ii) commit, promote, aid, or abet any behavior, which you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive. Non-limiting examples may include emails or other digital messages that promote
SECTION 13 – DISCLAIMERS OF OTHER WARRANTIES
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:
THE WEBSITES AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITES. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITES OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITES, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITES WILL BE CORRECTED, OR (F) THE WEBSITES OR THE SERVER(S) THAT MAKE THE WEBSITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You agree to protect, defend, indemnify and hold harmless Company, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of Your conduct. Your indemnity obligation includes, but is not limited to, any third-party claim against Company for liability for payments for, damages caused by, or other liability relating to, You.
SECTION 14 – LIMITATIONS OF LIABILITIES
IN NO EVENT SHALL COMPANY’ LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (2) TIMES THE PAYMENTS PAID BY YOU TO COMPANY FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST COMPANY OCCURRED OR ONE-THOUSAND DOLLARS ($1,000), WHICHEVER IS LESS.
SECTION 15 – DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
The arbitrator shall follow the substantive law of the State of Idaho without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You and Company agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and Company expressly waive any right to pursue any class or other representative action against each other.
Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the 120-day informal resolution procedures described above).
This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
This provision survives termination of your account or relationship with Company, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.
YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.
SECTION 16 – COMPANY’ ADDITIONAL REMEDIES
In order to prevent or limit irreparable injury to Company, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Company or a third-party, Company shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Williams County, Texas restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Company from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Williams County, Texas for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
SECTION 17 – INDEMNIFICATION
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Company, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Websites, software, products, or services, (2) information you submit or transmit through the Websites, (3) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties provided by you in this Agreement, or (4) your violation of any law or the rights of a third-party.
SECTION 18 – NOTICE AND TAKEDOWN PROCEDURES; DIGITAL MILLENNIUM COPYRIGHT ACT
If you believe that materials or content available on the Websites infringes any copyright you own, you or your agent may send Company a notice requesting that Company remove the materials or content from the Websites.
SECTION 19 – THIRD-PARTY LINKS
SECTION 20 – TERMINATION
This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Websites, respond to a request for information, begin installing, accessing, or using the Websites, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement or violated any law, whether in connection with your use of Company or otherwise, we may terminate the Agreement or suspend your access to the Websites at any time without notice to you. Sections 8, 9, 10, 15 through 11, and 20 through 29 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Company.
Upon termination, you remain responsible for any outstanding payments to Company.
SECTION 21 – NO WAIVER
No failure or delay on the part of Company in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Company.
SECTION 22 – GOVERNING LAW AND VENUE
SECTION 23 – FORCE MAJEURE
Company will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.
SECTION 24 – ASSIGNMENT
Company may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Company’ (or its assigns’) express written consent.
SECTION 25 – ELECTRONIC SIGNATURE
All information communicated on the Websites is considered an electronic communication. When you communicate with Company through or on the Websites or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
SECTION 26 – CHANGES TO THE AGREEMENT
SECTION 27 – YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES
You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Websites; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not resell, re-distribute, or export any product or service that you order from the Websites. You further represent that Company has the right to rely upon all information provided to Company by you, and Company may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Websites.
You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to You, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Company of the same within 24 hours. Company, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Company without incurring any obligation or liability to you.
SECTION 28 – SEVERABILITY
If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.
SECTION 29 – ENTIRE AGREEMENT
These Terms, the Agreement, and any policies or operating rules posted by us on the Websites or in respect to the Websites constitutes the entire agreement and understanding between you and your business and Company and governs your access to and use of the Websites and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Company. We may also, in the future, offer new services and/or features through the Websites. Such new features and/or services shall also be subject to these Terms, the Agreement, and any policies or operating rules posted by us on the Websites. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.
SECTION 30 – CONTACTING US
We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an e-mail to firstname.lastname@example.org
If you have any questions or inquiries concerning any of the Terms, you may contact Company by email at email@example.com