Payment Terms and Conditions
Last Modified: July 27, 2022
These Payment Terms and Conditions (“Payment Terms” or “Agreement”) govern any payments you make in connection with products or services provided by UnCloned Media, LLC (“UnCloned Media,” “Company,” “we,” “us,” or “our”), including those related to our websites including www.audriarichmond.com, www.audriarichmond.shop, www.unclonedmarketing.com, and www.unclonedmedia.com.
THESE PAYMENT TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE PAYMENT TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY USING OUR PRODUCTS OR SERVICES OR PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM US, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE FULLY BOUND BY THESE PAYMENT TERMS OF SERVICE IN ADDITION TO OUR OTHER TERMS LOCATED AT HTTPS://WWW.AUDRIARICHMOND.SHOP/POLICIES/PRIVACY-POLICY, AND HTTPS://WWW.AUDRIARICHMOND.SHOP/PAGES/WEBSITE-TERMS-OF-USE. YOU AFFIRM THAT YOU ARE AND END-USER AND THAT YOU ARE NOT PLACING AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY NOT INDICATED ON YOUR ORDER OR CONTRACT, AND THAT YOU ARE NOT PLACING AN ORDER FOR COMPETITIVE OR REGULATORY USE.
IF YOU DO NOT AGREE TO BE BOUND TO ALL OF THESE PAYMENT TERMS, DO NOT PURCHASE FROM US. YOUR FULL ACCEPTANCE OF THESE TERMS IS AN ESSENTIAL CONDITION TO US ACCEPTING YOUR ORDER AND GIVING YOU ACCESS TO OUR PRODUCTS AND SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE RESERVE THE RIGHT TO REFUSE SERVICE TO YOU AT ANY TIME.
UNCLONED MEDIA RESERVES THE RIGHT TO REVISE THESE TERMS AND CONDITIONS AT ANY TIME. BY ACCESSING AND/OR CONTINUING TO ACCESS OUR PRODUCTS OR SERVICES, ONLINE SYSTEMS, OR WEBSITES, YOU AGREE TO ACCEPT AND BE FULLY BOUND BY ANY SUCH REVISIONS WHEN THEY BECOME EFFECTIVE, WHETHER OR NOT YOU HAVE ACTUALLY REVIEWED THEM. IF YOU DO NOT AGREE TO ACCEPT AND BE FULLY BOUND BY THESE PAYMENT TERMS, YOU SHOULD NOT AND ARE EXPRESSLY PROHIBITED FROM DIRECTLY OR INDIRECTLY PLACING AN ORDER WITH US OR ACCESSING OUR WEBSITES, PROGRAMS, ONLINE SYSTEMS, PRODUCTS, OR SERVICES. YOU EXPRESSLY AGREE THAT YOU AS AN INDIVIDUAL, YOUR BUSINESS, AND EACH OF ITS OWNERS WILL BE JOINTLY AND SEVERALLY RESPONSIBLE FOR UNDERSTANDING AND UPHOLDING THESE PAYMENT TERMS AND WILL EACH BE JOINTLY AND SEVERALLY LIABLE FOR ANY BREACH, TO THE FULLEST EXTENT OF THE LAW. YOU FURTHER WARRANT THAT YOU HAVE THE LEGAL CAPACITY TO ACT ON BEHALF OF AND CONTRACTUALLY BIND YOUR BUSINESS AND EACH OF ITS OWNERS. ALL REFERENCES IN THESE PAYMENT TERMS FOR “YOU” AND “YOUR” SHALL INCLUDE YOU, YOUR BUSINESS, AND EACH OF YOUR BUSINESS’ OWNERS.
Fees and Payments
By placing an order, you agree that you are responsible for all fees in connection with the products or services you have selected and commence the check-out process for. All payments fees for our products and services must be paid in full and are non-refundable. You understand that if the Company accepts payments in the form of a monthly fee, this does not convert any annual or quarterly service/product packages into a monthly subscription plan.
You agree that all materials, products, and Content provided to you by us shall be immediately returned and that all use of our products, services, and Content shall immediately cease in the event that any of the following occur:
- You default on the terms of any agreement with us
- You default on any payments with us
- Your access to our programs, services, or products is revoked by us
You agree to provide us with any guarantees and assurances that we may request to establish your compliance with the return and cessation of use of our materials and content.
In addition to other legal rights and remedies we hereby reserve, we expressly reserve the right to assess a recurring monthly user fee for any unreturned materials, Content, or products in the amount equal to either the original monthly installment payment, or one-tenth of our “Pay In Full” program fee, whichever is greater, until all materials, Content, and products in your possession have been received by us.
In addition to other legal rights and remedies we hereby reserve, we expressly reserve the right to accelerate the due dates of all amounts under this Agreement and declare all amounts as immediately due and payable in the event that you breach this Agreement or fail to make timely payments as they come due.
If you utilize fewer services or products than are provided to you in a particular period, you expressly agree that you will not receive a rollover or similar credit in the following period for any unused products or services in the previous period.
You agree that all fees, including any applicable taxes, for which you are responsible for, may be debited from a bank account or charged to a credit card. You may be assessed additional fees and costs if your bank debit or credit card are declined for any reason.
Waiver or tolerance by us of any delay in payment of any fee shall not be construed as waiver of any future such payment delay.
ACH/Debit Payment Method:
By choosing to use a bank account as your payment method, you will be able to pay the fees due for your use of Company products and our services by using any valid automated clearing house ("ACH") enabled bank account at a United States-based financial institution.
Your transaction must be payable in U S. dollars.
In the case of an ACH transactions being rejected for Non-Sufficient Funds (NSF), submission error, or other bank related return reasons, you understand and agree that Company may at its discretion, where applicable, assess a return item charge for each returned ACH debit.
You acknowledge that the origination of the ACH transaction to your account must comply with provisions of U.S. law and AGREE NOT TO DISPUTE THIS RECURRING BILLING WITH YOUR BANK SO LONG AS THE TRANSACTIONS CORRESPOND TO THE TERMS INDICATED IN THESE TERMS.
As a general rule, you should report any fraudulent, erroneous or unauthorized transactions to your bank within 60 days after the questionable transaction FIRST appeared on your bank account statement. You should contact your bank for more information about the policies and procedures that apply to your account and any unauthorized transactions, including any limits on your liability.
Bank Debit or Credit Card Payment Method:
By choosing to use a bank debit or credit card as your payment method, you will be able to pay the fees due for your use of Company products and services by using most valid debit or credit cards. Your transaction must be payable in U.S. dollars.
FOR BANK DEBIT OR CREDIT CARD PAYMENT, YOU HEREBY AUTHORIZES COMPANY TO AUTOMATICALLY AND ON A RECURRING BASIS DEBIT THE BANK ACCOUNT OR CHARGE THE CREDIT CARD, AS THE CASE MAY BE, THAT HAS BEEN DESIGNATED BY YOU IN ACCORDANCE WITH EITHER THE SIGNED CREDIT CARD/ACH AUTHORIZATION FORM, THE TERMS OF WHICH FORM ARE EXPRESSLY INCORPORATED HEREIN, OR PAYMENT CREDENTIALS THAT ARE ON FILE WITH OUR THIRD PARTY PAYMENT PROCESSORS, WHICHEVER IS APPLICABLE.
Company, in its sole discretion, may refuse these payment options to anyone or any user without notice for any reason at any time.
All questions relation to any transactions made by us using your bank account or credit/debit card should be initially directed to us, but may also require involvement of your bank or card issuer. Contact your credit card issuer for information on your liability for unauthorized transactions.
Electronic Payment Authorization:
By choosing credit/debit card or ACH as your method of payment, as applicable, you agree that:
(a) you have read, understand, and agree to these Payment Terms and Conditions and that this agreement constitutes a 'writing signed by you" under any applicable law or regulation, and that Company providing proof of your purchase from us is all that is necessary to establish the legitimacy of any charge to your credit card agency, banking institution, or payment processor, and is therefore sufficient support documentation to deny any chargeback or payment reversal initiated by you or on your behalf;
(b) you consent to the electronic delivery of the disclosures contained in these Payment Terms and Conditions;
(c) you authorize Company (or our agent) to make any inquiries we consider necessary to validate any dispute involving your payment, which may include ordering a credit report and performing other credit checks or verifying the information you provide against third party databases;
(d) you authorize Company (or our agent) to initiate one or more ACH debit entries (withdrawals) and you authorize the financial institution that holds your bank account to deduct such payments, in the amounts and frequency designated in your then-current payment plan; and
(e) if choosing credit / debit card as your method of payment, you authorize Company (or its agent) to charge your card; and
(f) you consent to the assessment of additional fees and costs if your bank debit or credit card either are declined or issue a refund without our authorization.
If you believe that any payment transaction initiated by Company (or its agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible at firstname.lastname@example.org.
Unauthorized Account Access:
Notify us at once if you believe the password associated with your account has been lost or stolen, or if someone has attempted (or may attempt) to make a transfer from your bank account or credit card without your permission.
No refunds, credits, or rollovers for unused, forfeited, expired, or cancelled Services will be provided. No refunds, credits, or rollovers for travel or hotel accommodations for on-site or in-person events will be allowed for unused, forfeited, or cancelled Services.
NO CHARGEBACKS AND DEFAULTED PAYMENTS
You agree to reimburse Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment. You further understand and agree that your company and each of its owners shall be jointly and severally liable for all payments and obligations under these Payment Terms, and as such, will be subject to any disclosure and collection efforts.
You agree and understand that all payments, including but not limited to credit card charges, checks, and wire transfers, for the purchase of any products or services of Company are irrevocable and may not be charged back now or in the future, by you or your credit card company, banking institution, or payment processor. Your direct or indirect initiation of a chargeback is a material breach of this Agreement for which Company shall be entitled to recover attorney fees, costs associated with addressing a chargeback, the original amount challenged, and any additional costs we incur as a result of your breach.
If a payment reversal/chargeback is initiated by you or on your behalf and Company is not fully reimbursed for the reversal/chargeback within ten (10) calendar days, Company reserves the right to turn those charges and your information over to third parties for collection, report you to one or all credit reporting agencies, and pursuing other legal remedies which Company hereby explicitly reserves. Company shall have at its sole disposal any other legal remedy in accordance with this Agreement Company independently chooses to pursue for any collection against you.
You further agree that Company providing proof of your purchase from us is all that is necessary to establish the legitimacy of any charge to your credit card agency, banking institution, or payment processor, and is therefore sufficient support documentation to deny any chargeback or payment reversal initiated by you or on your behalf.
In addition to other legal rights and remedies our Company hereby reserves, we expressly reserve the right to accelerate all amounts due to us in connection with this Agreement and declare all amounts as immediately due and payable in the event that you breach this Agreement or fail to make timely payments as they come due.
The terms in this section shall survive termination of the Agreement.
Rates Subject to Change
Company expressly reserves the right to change our rates, product prices, services offered, and the composition of our service package, with or without notice to you. Notwithstanding anything to the contrary, the prices agreed upon in individual service contracts shall continue to apply in accordance with the that agreement, but are subject to increases upon contract renewal.
Company also reserves the right to update these Payment Terms at any time by email and/or posting changes to the following sites:
You expressly agree to check your emails and these sites regularly and be fully bound by all changes.
As part of our service and product offerings, you may be granted a limited, non-exclusive, non-transferable, revocable license to access and use our various programs, content, videos, trainings, downloads, workbooks, media, forms, quizzes, printed materials, and other resources (“Content”).
All Content is the property of our Company and/or our vendors/suppliers and protected by copyright and other intellectual property laws. Your access to Content does not result in a transfer of any intellectual property to you.
As an express condition of us giving you access to our Content, you agree that you will not
- use any Content for any purpose that is unlawful or prohibited by these Terms;
- use Content in any manner that could damage, disable, overburden, or impair Company’s reputation, website, or customers;
- use Content in any manner that could interfere with any other party’s use and enjoyment of the Content;
- use Content in any manner that infringes upon the rights of any third party;
- use Content for any purposes that our Company deems in our sole discretion as competitive to us; or
- use Content in any manner that is not in the capacity as a final end-user.
You may not obtain or attempt to obtain any materials, information, or any other content through any means not intentionally made available to you by us.
You agree to observe and abide by all intellectual property laws, copyright and other proprietary notices, legends, and other restrictions contained in Content, and will not make any changes thereto.
You expressly agree to not directly or indirectly modify, publish, transmit, reverse engineer, participate in the transfer or sale of, create derivative works from, create transformative works from, or in any way exploit in whole or in part any of the Content.
The Content is not for resale. Your access to the Content does not entitle you to make any unauthorized use thereof. You shall not delete or alter any proprietary rights or attribution notices contained in the Content.
You agree to use the Content solely for your individual, non-competitive use as an end-user, and will make no other use thereof without the express written permission of our Company and the copyright owner.
Company does not grant you any licenses, express or implied, to the Content or other intellectual property of the Company or our licensors except as expressly authorized by these Terms.
You hereby agree that any infringement of Company’s intellectual property rights and misuse of the Resources, Program, Courses, or Content shall result in an immediate termination of the license granted hereunder in addition to other remedies contained in this Agreement, including but not limited to, the legal remedies available to Company in both law and equity.
To be clear, if you violate Company’s intellectual property rights or misuse any of Company’s protected content, your access to our Content will be terminated immediately, and you shall not be entitled to any refund of any portion of the fees paid and/or owed.
The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. All other names, logos, product and service names, designs and slogans on affiliated websites are the trademarks of their respective owners. You agree not to use such marks without the prior written permission of the Company or of their respective owners.
The terms and conditions contained in this Article shall survive termination of this Agreement.
The Company respects the privacy of its clients and other participants and will take reasonable steps not to disclose any information you provide except as set forth in this Agreement. As a condition of purchasing from us or participating in our programs, you hereby agree to respect the privacy of other participants and to respect the Company’s confidential and proprietary information.
Specifically, you shall not share, record, take images of, sell, disassemble, decompile, create derivative or transformative works from, or otherwise use any information provided by other participants unless you receive express written permission from such other participant to use the information.
Similarly, the Content of our programs and services contain our Company’s proprietary methods, processes, forms, templates, and other confidential and sensitive information. You hereby agree not to share the information provided to you through our products and services with anyone. You further agree to not to share, record, take images of, sell, disassemble, decompile, create derivative or transformative works from, or otherwise use any information obtained from our Company through our products or services, absent the express written permission from an authorized representative of our Company.
You must choose carefully the materials that you upload to, submit to, or embed on any website operated or managed by the Company and any third-party forums operated or managed by the Company, including those on social media. Any material you post on the Company’s website or in any third-party forums managed by the Company may become public.
By publicly posting or submitting any material to us, such as questions, comments, posts, photos, images, videos or other contributions, you are representing to us that you are the owner of and have the right to post or submit all such materials, and that you are at least 18 years old.
You are also granting our Company, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting our Company the right to make it part of our current or future products or services. This right includes granting our Company proprietary rights or intellectual property rights under any relevant jurisdiction without any attribution, further permission from you, or compensation to you. You acknowledge that our Company has the right, but not the obligation, to use any contributions from you and that our Company may elect to cease the use of any such contributions at any time for any reason.
Not Professional Advice
The information contained on our website and the Content provided to you are not intended as, and shall not be understood or construed as, professional advice. While the employees and/or owners of the Company are professionals and the information provided on this Website relates to issues within the Company’s area of professionalism, the Content is not a substitute for advice from a professional who is aware of the facts and circumstances of your individual situation.
We have done our best to ensure that the Content are accurate and provide valuable information. Regardless of anything to the contrary, no Content should be understood as a recommendation that you should not consult with a professional to address your particular information. The Company expressly recommends that you seek advice from a professional.
Neither the Company nor any of its employees or owners shall be held liable or responsible for any errors or omissions contained in the Content or for any damage you may suffer as a result of failing to seek competent advice from a professional who is familiar with your situation.
User’s Personal Responsibility and Code of Conduct
By using our Content, you accept personal responsibility for the results of your actions. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the Content made available to you. You agree to use judgment and conduct due diligence before taking any action or implementing any plan or policy suggested or recommended through the Content.
Compliance, respect, and the adherence to all applicable laws and regulations remain core value of our Company. We have enacted and you hereby agree to adhere to the following Code of Conduct when engaging with others through our products and services:
Treat all other participants and users fairly, equally, and with respect. You shall refrain from personal attacks and shall not infringe upon the legitimate intellectual property rights of others. You agree to give credit to the originators of ideas and not share the posts of others without written permission.
Furthermore, the following conduct is strictly prohibited:
- Sharing defamatory, abusive, profane, threatening, offensive, or illegal material.
- Disseminating discriminatory, hostile, or intimidating messages, whether based on a person’s race, ethnicity, culture, national origin, social or economic class, educational level, sex, sexual orientation, gender identity and expression, age, size, family status, political belief, religion, or mental or physical ability.
Company is not responsible for the availability or the quality, accuracy, integrity, fitness, safety, reliability, legality, or any other aspect of any third-party products or services that you may purchase or connect to through us.
All services and information provided hereunder are for your convenience alone and are for informational purposes only. You assume all responsibilities and liability associated with utilization or implementation of any information obtained from us. The Content and other resources found and available through us are not intended as, and shall not be understood or construed as legal, financial, tax, medical, health, or any other professional advice. You agree to use any such Content or resources at your own personal, professional, commercial, and legal risk.
COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES FOR THE INFORMATION PROVIDED UNDER THE PROGRAM, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
YOU UNDERSTAND THAT IT IS GETTING ACCESS TO INFORMATION ONLY AND THAT NO RESULTS ARE GUARANTEED.
COMPANY DOES NOT REPRESENT THAT THE PROGRAM OR COMPANY’S SERVICES WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT THE OPERATION OF COMPANY’S SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU HEREBY ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY EVALUATED OUR PRODUCTS AND SERVICES THEIR ABILITY TO MEET YOUR NEEDS AND THE NEEDS OF YOUR BUSINESS. COMPANY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL OTHER REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY CLAIMS ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. YOU MAY NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF OUR COMPANY WITHOUT OUR EXPRESS PRIOR WRITTEN CONSENT.
Limitation of Liability
YOU AGREE TO ABSOLVE THE COMPANY OF ANY AND ALL LIABILITY OR LOSS THAT YOU OR ANY PERSON OR ENTITY ASSOCIATED WITH YOU MAY SUFFER OR INCUR AS A RESULT OF USE OF OUR COMPANY’S CONTENT, PRODUCTS, OR SERVCIES. YOU AGREE THAT THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY TYPE OF DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EQUITABLE, OR CONSEQUENTIAL LOSS OR DAMAGES FOR USE OF OUR CONTENT, PRODUCTS, OR SERVICES.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES MADE AVAILABLE TO YOU MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE CONTENT. THE COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE CONTENT, PRODUCTS, AND SERVICES AT ANY TIME.
THE COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE CONTENT, PRODUCTS, SERVICES AND RELATED GRAPHICS FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH CONTENT, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE CONTENT, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF COMPANY’S CONTENT, PRODUCTS, OR SERVICES, WITH THE DELAY OR INABILITY TO USE THE CONTENT, PRODUCTS, OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED FROM US WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
From time to time, the Company will refer to other products, services, coaches, consultants, and/or experts. Any such reference is not intended as an endorsement or statement that the information provided by the other party is accurate. The Company provides this information as a reference for users. It is your responsibility to conduct your own investigation and make your own determination about any such product, service, coach, consultant, and/or expert.
At various places on our websites and throughout your interaction with us, you may find testimonials from clients and customers of the products and services offered by the Company.
Although these testimonials are truthful statements about results obtained by these clients and/or customers, the results obtained by these clients and/or customers are not necessarily typical. You specifically recognize and agree that the testimonials are not a guarantee of results that you or anyone else will obtain by using any products or services offered by the Company.
From time to time, the Company may report on the success of one of its existing or prior clients/customers. Although the information about this success is accurately portrayed by the Customer, you acknowledge that the prior success of others does not guarantee your success.
As with any business, your results may vary and will be based on your individual capacity, business experience, expertise, and level of desire. There are no guarantees concerning the level of success you may experience. There is no guarantee that you will make any income at all, and you accept the risk that the earnings and income statements differ by individual. Each individual’s success depends on his or her background, dedication, desire and motivation.
The use of our Content, products, and services should be based on your own due diligence and you agree that the Company is not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of our Content, products, and services reviewed or advertised by us.
Dispute Resolution and Binding Arbitration
YOU AND UNCLONED MARKETING ARE AGREEING TO GIVE UP RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
Unless exclusive remedies have been explicitly provided for otherwise in this Agreement and the aggrieved party seeks to enforce its rights exclusively in accordance with those remedies, and unless an action seeking only injunctive relief or to enforce an arbitrator’s award, the exclusive means of resolving through adversarial dispute resolution any disputes arising out of this Agreement shall be those contained in this Dispute Resolution and Binding Arbitration section.
- FOR ANY DISPUTE, CLAIM OR CONTROVERSY UNDER $25,000 IN VALUE ARISING OUT OF OR RELATING TO THESE TERMS, OR THE BREACH THEREOF, ANY SUCH DISPUTE SHALL BE RESOLVED BY ARBITRATION ADMINISTERED BY FAIRCLAIMS (WWW.FAIRCLAIMS.COM) IN ACCORDANCE WITH ITS SMALL CLAIMS RULES & PROCEDURES EFFECTIVE AT THE TIME A CLAIM IS MADE, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
- FOR ANY DISPUTE, CLAIM OR CONTROVERSY $25,000.00 OR MORE IN VALUE ARISING OUT OF OR RELATING TO THESE TERMS, OR THE BREACH THEREOF, ANY SUCH ARBITRATION ADMINISTERED BY FAIRCLAIMS (WWW.FAIRCLAIMS.COM) IN ACCORDANCE WITH ITS FASTTRACK RULES & PROCEDURES FOR CLAIMS OVER $25,000 EFFECTIVE AT THE TIME A CLAIM IS MADE, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
- IF ANY PARTY IS REASONABLY CONSIDERED UNAMENABLE TO U.S. JURISDICTION, ALL PARTIES AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, OR THE BREACH THEREOF, SHALL BE DETERMINED BY ARBITRATION ADMINISTERED BY THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION (“ICDR”) IN ACCORDANCE WITH ITS INTERNATIONAL ARBITRATION RULES. THE NUMBER OF ARBITRATORS SHALL BE ONE. THE ARBITRATOR SHALL BE LICENSED TO PRACTICE LAW IN THEIR JURISDICTION AND POSSESS A MINIMUM OF TEN (10) YEARS OF EXPERIENCE AS AN ARBITRATOR. THE ARBITRATOR SHALL HAVE THE ABILITY TO GRANT PRELIMINARY, INJUNCTIVE, AND INTERIM RELIEF. THE PLACE OF THE ARBITRATION SHALL BE VIA SECURE VIDEO CHAT, WHENEVER POSSIBLE. IF ELECTRONIC ATTENDANCE IS NOT AVAILABLE, THE PLACE OF ARBITRATION SHALL BE IN ANY SUITABLE FACILITY LOCATED IN COBB COUNTY, GEORGIA. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE LAWS OF THE STATE OF GEORGIA, U.S.A. SHALL APPLY.
- Each Party hereby expressly consents to any such disputes being so resolved by these arbitration terms, and that all proceedings be exclusively conducted electronically via secure video chat, when available. If electronic attendance is not available, all arbitration hearings shall be conducted in any suitable facility located in the Cobb County, Georgia area. The Parties consent to electronic service of process, with service to be made to you at the email address we have on file for you, and to our Company at the following email addresses: email@example.com.
Each Party expressly agrees that
- videoconferencing constitutes an acceptable means of communication permitted by the applicable rules, including those at the juridical seat of the arbitration;
- the parties have agreed to the use of videoconferencing as the means for conducting the arbitral hearing; and
- no party will seek to vacate any resultant arbitral award on the basis that the arbitral hearing was not held in person.
- The Parties agree to split all arbitration fees evenly, excluding any professional fees paid by each Party to their respective legal counsel.
- Judgment on the award rendered in any arbitration hearing shall be binding and entered in any court having jurisdiction. The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. The arbitrator shall have the power to determine the existence or validity of a contract of which an arbitration clause forms a part. Such an arbitration clause shall be treated as a contract independent of the other terms of the Terms. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced
- All parties shall be obligated to the arbitration procedures contained herein and understand that decisions rendered by the arbitrator(s) are non-appealable. If neither party demands arbitration, or in the event that arbitration is inapplicable or impossible, the Parties agree that Cobb County, Georgia will be the sole agreed venue for litigation necessary to enforce the agreements set forth herein.
- Nothing in this Agreement shall prevent either Party from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other equitable relief available to prevent immediate loss. Any Party shall also be entitled to file in any court having jurisdiction any suit necessary to enforce a decision or award resulting from any arbitration or other proceeding.
- The arbitrator or arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
The terms contained in this Dispute Resolution and Binding Arbitration section shall survive termination of the Agreement.
Each of the parties agrees to execute and deliver such further documents and to cooperate in such manner as may be necessary to implement and give effect to the agreements contained herein.
Authority of Executing Party
BY PLACING AN ORDER WITH US YOU EXPRESSLY AGREE AND WARRANT THAT YOU AS AN INDIVIDUAL, YOUR BUSINESS, AND EACH OF ITS OWNERS WILL BE JOINTLY AND SEVERALLY RESPONSIBLE FOR UNDERSTANDING AND UPHOLDING THESE TERMS AND WILL EACH BE JOINTLY AND SEVERALLY LIABLE FOR ANY BREACH, TO THE FULLEST EXTENT OF THE LAW. BY PLACING AN ORDER WITH US YOU FURTHER WARRANT THAT YOU HAVE THE LEGAL CAPACITY TO ACT ON BEHALF OF AND CONTRACTUALLY BIND YOUR BUSINESS AND EACH OF ITS OWNERS. ALL REFERENCES IN THESE TERMS FOR “YOU” AND “YOUR” INCLUDE YOU, YOUR BUSINESS, AND EACH OF YOUR BUSINESS’ OWNERS.
Company shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 10 days, you shall be entitled to give notice in writing to Company to terminate this Agreement.
No waiver by Company of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by Company. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Notices section). Unless otherwise agreed herein, all Notices must be delivered by email in addition to either personal delivery, nationally recognized courier services, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Notices section.
Notice to Client:
Correspondence will be sent to the addresses we have on file for you.
Notice to Company:
2690 Cobb Parkway SE, Suite A5 #193
Smyrna, GA 30080
Attention: LEGAL NOTICES
The rights and obligations of the parties set forth in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration of this Agreement.