Site Terms and Conditions
Product Terms and Conditions

Terms and Conditions

Please read these Terms and Conditions carefully before using this Website.

Terms and Conditions

The Website and its Content is owned by (“Company”, “we”, or “us”). The term “you” refers to the user or viewer of (“Website”) and any other websites operated by the company, including but not limited to:

Please read these Terms and Conditions (“T&C”) carefully. We reserve the right to change these Terms and Conditions on the Website at any time without notice, and by using the Website and its Content you are agreeing to the T&C as they appear, whether or not you have read them. If you do not agree with these T&C, please do not use our Website or its Content.

Website Use and Consent

The words, design, layout, graphics, photos, images, information, materials, documents, data, databases and all other information and intellectual property accessible on or through this Website (“Content”) is our property and is protected by United States intellectual property laws.

If you have purchased a service, program, product or subscription or otherwise entered into a separate agreement with us you will also be subject to the terms of that agreement or those terms of use, which shall prevail in the event of a conflict. Online purchases have additional terms of use relating to the transaction.

By accessing or using this Website and its Content, you represent and warrant that you are at least 18 years old and that you agree to and to abide by these T&C. Any registration by, use of or access to the Website and its Content by anyone under age 18 is unauthorized, unlicensed and in violation of these T&C.

Intellectual Property Rights

Our Limited License to You. This Website and its Content is property solely owned by us and/or our affiliates or licensors unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.

If you view, purchase or access our Website or any of its Content, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.

When you purchase or access our Website or any of its Content, you agree that

  • You will not copy, duplicate or steal our Website or Content. You understand that doing anything with our Website or its Content that is contrary to these T&C and the limited license we are providing to you herein is considered theft, and we reserve our right to prosecute theft to the full extent of the law.
  • You are permitted from time to time to download and/or print one copy of individual pages of the Website or its Content, for your personal, non-commercial use, provided that you give us full attribution and credit by name, keep intact all copyright, trademark and other proprietary notices and, if used electronically, you must include the link back to the Website page from which the Content was obtained.
  • You may not in any way at any time use, copy, adapt, imply or represent that our Website or its Content is yours or created by you. By downloading, printing, or otherwise using our Website Content for personal use you in no way assume any ownership rights of the Content – it is still our property.
  • You must receive our written permission before using any of our Website Content for your own business use or before sharing with others. This means that you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, market, create derivative works, exploit, or distribute in any manner or medium (including by email, website, link or any other electronic means) any Website Content because that is considered stealing our work.
  • We are granting you a limited license to enjoy our Website and its Content for your own personal use, not for your own business/commercial use or in any that earns you money, unless we give you written permission that you may do so.


As a Licensee, you understand and acknowledge that this Website and its Content have been developed or obtained by us through the investment of significant time, effort, and expense and that this Website and its Content are valuable, special and unique assets of ours which need to be protected from improper and unauthorized use. We clearly state that you may not use this Website or its Content in a manner that constitutes an infringement of our rights or that has not been authorized by us.

The trademarks and logos displayed on our Website or its Content are trademarks belonging to us unless otherwise indicated. Any use including framing, meta tags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.

All rights not expressly granted in these terms or any express written license are reserved by us.

Your License to Us

By posting or submitting any material on or through our Websites such as comments, posts, photos, images or videos or other contributions, you are representing that you are the owner of all such materials and you are at least 18 years old.

When you submit to us or post any comment, photo, image, video or any other submission for use on or through our Website, you are granting us, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting us the right to make it part of our current or future Website and its Content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you.

You also grant us, and anyone authorized by us, the right to identify you as the author of any of your comments, posts, photos, images, videos or other contributions by name, email address, or screen name. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions on our Website or in our Content at any time for any reason.

Request for Permission to Use Content

Any request for written permission to use our Content, or any other intellectual property or property belonging to us, should be made BEFORE you wish to use the Content by completing the “Contact Us” form on this Website, or by sending an e-mail to [email protected].

We very clearly state that you may not use any Content in any way that is contrary to these T&C unless we have given you specific written permission to do so. If you are granted permission by us, you agree to use the specific Content that we allow and ONLY in the ways for which we have given you our written permission. If you choose to use the Content in ways that we do not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in our Website and its Content.

Personal Responsibility and Assumption of Risk

As a Licensee, you agree that you are using your own judgment in using our Website and its Content and you agree that you are doing so at your own risk. You agree and understand that you assume all risks and no results are guaranteed in any way related to this Website and/or any of its Content. This Website and its Content are merely to provide you with education and tools to help you make your own decisions for yourself. You are solely responsible for your actions, decisions, and results based on the use, misuse or non-use of this Website or any of its Content.


Our Website and its Content are for informational and educational purposes only. To the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect or consequential loss or damage incurred by you or others in connection with our Website and its Content, including without limitation any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, emotional, or spiritual injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable. You specifically acknowledge and agree that we are not liable for any defamatory, offensive or illegal conduct of any other Website participant or user, including you.

Legal and Financial Disclaimer

This Website and its Content are not to be perceived or relied upon in any way as business, financial or legal advice. The information provided through our Website and its Content is not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, or financial advisor. We are not giving financial or legal advice in any way. You are hereby advised to consult with your own accountant, lawyer or financial advisor for any and all questions and concerns you have regarding your own income and taxes pertaining to your specific financial and/or legal situation. You agree that we are not responsible for your earnings, the success or failure of your business decisions, the increase or decrease of your finances or income level, or any other result of any kind that you may have as a result of information presented to you through our Website or its Content. You are solely responsible for your results.

Earnings Disclaimer

You acknowledge that we have not and do not make any representations as to the health physical, mental, emotional, spiritual or health benefits, future income, expenses, sales volume or potential profitability or loss of any kind that may be derived as a result of your use of this Website or its Content. We cannot and do not guarantee that you will attain a particular result, positive or negative, financial or otherwise, through the use of our Website or its Content and you accept and understand that results differ for each individual. We also expressly disclaim responsibility in any way for the choices, actions, results, use, misuse or non-use of the information provided or obtained through the use of our Website or its Content. You agree that your results are strictly your own and we are not liable or responsible in any way for your results.

 Warranties Disclaimer


Technology Disclaimer

We try to ensure that the availability and delivery of our Website and its Content are uninterrupted and error-free. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction. To the fullest extent permitted by law, we will not be liable to you for damages or refunds, or for any other recourse, should our Website or its Content become unavailable or access to them becomes slow or incomplete due to any reason, such as system backup procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make our Website or its Content inaccessible to you.

 Errors and Omissions

We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information on our Website or its Content. Every effort has been made to present you with the most accurate, up-to-date information, but because the nature of scientific research is constantly evolving, we cannot be held responsible or accountable for the accuracy of our content. We assume no liability for errors or omissions on the Website, its Content, or in other information referenced by or linked to the site. You acknowledge that such information may contain inaccuracies or errors to the fullest extent permitted by law.

 Links to Other Websites

We may provide links and pointers to other websites maintained by third parties which may take you outside of our Website or its Content. These links are provided for your convenience and the inclusion of any link in our Website or its Content to any other website does not imply our endorsement, sponsorship, or approval of that website or its owner. We do not endorse and we are not responsible for the views, opinions, facts, advice, statements, errors or omissions provided by external resources referenced in our Website or its Content, or their accuracy or reliability. We have no control over the contents or functionality of those websites and so we accept no responsibility for any loss, damage, or otherwise, that may arise from your use of them. It is your responsibility to review the terms and conditions and privacy policies of those linked websites to confirm that you understand and agree with those policies.

Limitations on Linking and Framing

You may establish a hypertext link to our Website or Content so long as the link does not state or imply any sponsorship, endorsement by, or ownership by in our Website or Content and does not state or imply that we are have sponsored, endorsed or have ownership rights in your website. However, you may not frame or inline link our Content without our written permission.

 Indemnification, Limitation of Liability and Release of Claims


You agree at all times to defend, indemnify and hold harmless our Company, as well as any of our affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to our Website, its Content or your breach of any obligation, warranty, representation or covenant set forth in these T&C or in any other agreement with us.

Limitation of Liability

We will not be held responsible or liable in any way for the information, products or materials that you request or receive through or on our Website and its Content. We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of anyone or any business, whether owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise, affiliated with us. We do not assume liability for any owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise who are engaged in rendering our Website or its Content, or in any way or in any location. In the event that you use our Website and its Content or any other information provided by us or affiliated with us, we assume no responsibility.

 Release of Claims

In no event will we be liable to any party for any type of direct, indirect, special, incidental, equitable or consequential damages for any use of or reliance on our Website and its Content, or on those affiliated with us in any way, and you hereby release us from any and all claims; including, without limitation, those related to lost profits, personal or business interruptions, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition or issue, or otherwise, even if we are expressly advised of the possibility of such damages or difficulties.

Your Conduct

You are agreeing that you will not use our Website or its Conduct in any way that causes or is likely to cause the Website, Content, or access to them to be interrupted, damaged or impaired in any way. You understand that you are solely responsible for all electronic communications and content sent from your computer to this Website and its Content and to us.

You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so or for whom you have obtained the express consent to provide their name, address, method of payment, credit card number, and billing information.

You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Website or its Content. You agree to use the Website and its Content for legitimate, non-commercial purposes only and not for speculative, false, fraudulent, or illegal purposes.

You must use the Website and its Content for lawful purposes only. You agree that you will not use the Website or its Content in any of the following ways:

  • For fraudulent purposes or in connection with a criminal offense or otherwise carry out any unlawful activity
  • To send, use or re-use any material that is illegal, offensive, abusive, indecent, harmful, defamatory, obscene or menacing, threatening, objectionable, invasive of privacy, in breach of confidence, infringing of any intellectual property rights, or that may otherwise injure others
  • To send, negatively impact, or infect our Website or its Content with software viruses or any other harmful or similar computer code designed to adversely affect the operation of any computer software or hardware, commercial solicitation, chain letters, mass mailings or any spam, whether intended or not
  • To cause annoyance, inconvenience or needless anxiety
  • To impersonate any third party or otherwise mislead as to the origin of your contributions
  • To reproduce, duplicate, copy or resell any part of our Website or its Content in a way that is not in compliance with these T&C or any other agreement with us.

Online Commerce

Certain sections of the Website or its Content may allow you to make purchases from us or from other merchants. If you make a purchase from us on or through our Website or its Content, all information obtained during your purchase or transaction and all of the information that you give as part of the transaction, such as your name, address, method of payment, credit card number, and billing information, may be collected by both us, the merchant, and our payment processing company.

Your participation, correspondence or business dealings with any affiliate, individual or company found on or through our Website, all purchase terms, conditions, representations or warranties associated with the payment, refunds, and/or delivery related to your purchase, are solely between you and the merchant.

You agree that we shall not be responsible or liable for any loss, damage, refunds, or other matters of any sort that incurred as the result of such dealings with a merchant.

Payment processing companies and merchants may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies of the payment processing companies and Merchants. In addition, when you make certain purchases through our Website or its Content, you may be subject to the additional terms and conditions of a payment processing company, Merchant or us that specifically apply to your purchase. For more information regarding a Merchant and its terms and conditions that may apply, visit that merchant’s Website and click on its information links or contact the Merchant directly.

You release us, our affiliates, our payment processing company, and merchants from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase through or use of our Website or its Content.


California users of the Website are entitled to the following information pursuant to California Civil Code Section 1789.3:

For any questions or complaints about the Company, our products, services or the Website, please contact us via e-mail at [email protected]. The Company is engaged in the sale of services worldwide and within the USA. Currently, there are no charges to the consumer for the use of the Website, other than the cost of any products, programs or services purchased through the Website, and any applicable fees associated with such purchases. Unless otherwise stated, these charges appear for each purchase on an Order Confirmation page or in an Order Confirmation sent via email to the consumer following their purchase.

The Company reserves the right to change pricing related to any products, programs or services offered through the Website at any time. Those changes will be reflected in the terms and conditions accompany the sale and on the Order page. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California, Consumer Information Center may be contacted in writing at 1625 North Market Blvd, Suite N-112, Sacramento, CA 95834 or by calling 1-800-952-5210.


We reserve the right in our sole discretion to refuse or terminate your access to the Website and its Content, in full or in part, at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of the Website or Content affected by such cancellation or termination. The restrictions imposed on you in these T&C with respect to the Website and its Content will still apply now and in the future, even after termination by you or us.

If you have any questions about these T&C, please contact us at [email protected]

Last Updated: August 2021


This Consultation Agreement (“Agreement”) entered into on the “Effective Date” (as defined by the date of purchase) by and between Regroovin Amy Guerrero Coaching and all Regroovin clients, representatives, employees, employees, contractors, representatives, related entities and assigns (individually and collectively referred to herein as the “Company”) and the “Client”, as defined below. 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth and intending to be legally bound, Company and Client (each a “Party,” and collectively, the “Parties”) agree as follows:

STATEMENT OF WORK. Company will provide certain business and mindset coaching, classes, sessions, workshops, programs, courses and other types of consultation (collectively, the “Services”) as more fully described in the Product Description.

CONSULTATION FEE/PROGRAM FEES. Client will pay to Company the consultation and/or program fee or fees as set forth in the Product Description (the “Fee(s)”).  Client understands and accepts that Client will be responsible for the final and full costs of the Services as detailed in the Product Description.   Client is responsible for all costs incurred with payments made to Company pursuant to the Product Description, including any fees or expenses related to return check fees, wire transfer fees, chargeback fees or other bank fees. You hereby ratify your understanding that all program sales are non-refundable and waive any rights to charge-back your purchase with your credit card processor.

CANCELLATION POLICY/MAKE-UP CLASSES. Because considerable time and effort has gone into creating all aspects of the Services, in the event Client withdraws from a program, course or other service for any reason, Client is fully responsible all payment amounts due, and is not entitled to a refund.  In the event Client needs to miss a session or course, Client will send a written request to Company and Company will consider program extensions and/or makeups on a case by case basis, provided Company is under no obligation to provide any extensions or credits based upon Client’s missing a session.


Client agrees to abide by Company’s confidentiality policy at all times. Client agrees to keep all information, (personal, financial or otherwise), shared in a group session by other group members confidential.  While Company will make best efforts to maintain Client’s confidentiality in a group session, however, the nature of group sessions makes it difficult for Company to guarantee other group members will not violate confidentiality.  By choosing to participate in a group session and sharing, either on video, audio or otherwise, Client recognizes and accepts that risk.  Client should ensure that all passwords are kept in a safe and hidden location, and Client will be aware of any friends, family members or coworkers who may have access to Client’s computer, phone or other devise used in sessions and will take precautions to prevent others from accessing such accounts or other information shared in a session.

Some programs offer group sessions that may use technology, including but not limited to, Skype, telephone, videoconferencing, email, text, chat or other video, audio, online and other communication software, programs and technologies now known or hereafter developed. Due to the nature of technology, certain risks can occur with respect to unauthorized sharing of information.  While Company will take every precaution to safeguard Client’s information, Company cannot guarantee that unauthorized access to electronic communications will not occur.  By choosing to participate in such technology, Client recognizes and accepts such risks and will not hold Company liable for any unauthorized activity which occurs in connection therewith.

TERM. The term of this Agreement will commence on the Effective Date and will continue on an ongoing basis (the “Term”), until a Party terminates the Agreement as set forth in Paragraph 6 below



Company exclusively owns and controls all right, title and interest in and to all pre‑existing software, inventions, copyrights, patents, trade secrets, trademarks and other proprietary rights, including without limitation all ideas, concepts, know‑how of Company, course materials, business, marketing, branding and advertising plans and techniques, technologies, software or other information, whether verbal or written, provided to Client during the Term (the “Materials”).

Any contributions, suggestions or modifications of the Materials by Client will be deemed “works made for hire” for all purposes of copyright law, and the copyright will belong solely to Company. To the extent that any such Materials do not fall within the specifically enumerated works that constitute “works made for hire” under the United States copyright laws, and to the extent that the Materials are subject to copyright, patent, trade secret or other proprietary right protection, Client hereby irrevocably assigns and agrees to assign to Company all its right, title and interest that it may be deemed to have in and to any and all inventions, copyrights, patents, trade secrets and other proprietary rights therein (including renewals thereof). 

Additionally, Company may gather non-identifying information from the Client, which may include historical information, personal stories, actual events and incidents, dialogue, characters, or any other information (“Personal Information”), and Client hereby grants Company an irrevocable right and license to use such Personal Information for Company’s use, which may include books, pamphlets, reading materials, workshops, TedTalks, seminars, etc., provided that Client’s name or other identifying information will not be used therein. Company shall have the right to use, the Personal Information, in part or whole, in historical, factual, or fictionalized form or in any combination of the foregoing, and to add to, subtract from, dramatize, fictionalize, change, interpolate and adapt such Personal Information and to use them, whether in historical, factual or fictionalized form in conjunction with other material or property of any description.

Sessions may be videotaped and/or audio recorded. Client has the right to opt out of videotaping and/or audio taping before or anytime throughout a session.  In the event Client’s likeness, voice, name or image is captured in a session recording, Client hereby grants to Company the limited right to use, stream or otherwise share such recorded and/or videotaped session with other group members for future use (e.g., make up classes, etc.), and Client hereby grants to Company all rights to use Client’s voluntary appearance, likeness, image, name and/or voice in connection thereof.

LIMITED USE OF COMPANY MATERIALS. All Materials supplied by Company to Client are supplied on a limited, non-exclusive individual basis with a single user license for education and informational purposes only, and Company reserves the right to revoke this license at any time with or without cause.  All Materials supplied to Client are on a limited, temporary basis, and Client has no right to share, copy, sell, post, distribute, reproduce, duplicate, trade, resell, exploit, adapt, capitalize, profit on or disseminate any portion of the Materials to any third party without Company’s prior written approval, such approval to be withheld in Company’s sole discretion.  Upon Company request, Client will return any and all Materials received by Client hereunder. 

NON-COMPETITION. Client understands and agrees that Client shall not use any of Company’s name, intellectual property or any Materials, in part or whole, in a way that competes, directly or indirectly with Company’s business and such use shall be considered improper and unauthorized use of the Services and Materials. Client agrees not to teach, coach, launch or offer programs, services or information that is, or is perceived to be, the same as, or substantially similar to the Materials, in whole or in part, and/or in direct competition with Company or any time in the future unless Client receives Company’s written consent, in each instance.


Termination. Client may terminate this Agreement or a Statement of Work, in whole or in part, at any time during the Term, subject to Company cancellation policies, including without limitation all non-refundable course fees or non-refundable deposits, and any costs incurred prior to termination Company reserves the right to terminate this Agreement and/or discontinue Services for any reason, with prior written notice to Client.  In the event Company discontinues Services, Client shall receive a prorated refund and/or credit for any unused portions of a program.

Force Majeure. In the event of the occurrence of an event of force majeure (e.g., act of God, technical failure, Company’s death or grave illness, etc.) which is beyond Company’s control and interferes with Company’s normal business operations or otherwise hampers, prevents, interferes with or interrupts Company’s Services, Company shall have the right to suspend this Agreement. If an event of force majeure continues for four (4) consecutive weeks, Client may terminate this Agreement by written notice, subject to Client’s payment of all non-refundable or guaranteed payments. 

NON-SOLICITATION. During the Term and for a period of two (2) years following, Client shall not, directly or indirectly, whether on Client’s own behalf or on behalf of a third party,: i) solicit, induce, encourage or entice, or endeavor to solicit, induce, encourage or entice in any manner whatsoever, any person who is or was at any time in Company’s employ or otherwise engaged to perform services for Company, to leave Company; ii) engage, hire or otherwise establish a business relationship or association with or endeavor to engage, hire or otherwise establish a business relationship or association with any person who is or was at any time in Company’s employ or otherwise engaged to perform services for Company; or iii) solicit, induce, encourage or entice, or endeavor to solicit, induce, encourage or entice in any manner whatsoever, any person or entity who is or was at any time a client, customer or vendor of Company or otherwise interfere in the business relationship between any such client, customer or vendor and Company. 

NON-DISPARAGEMENT. During the Term and at any time thereafter, Client will not, directly or indirectly, disparage or otherwise discredit Company, any of Company clients, representatives, employees, employees, contractors, representatives, related entities and assigns, or any of Company’s services, products, courses, operations in any manner whatsoever.


Client takes full responsibility for all decisions made before, during and after the Term, and knowingly assumes all of the risks related to the Services, the Materials and the subject matter of this Agreement, whether foreseen or unforeseen, related to Client’s use, misuse, or non-use of the Services and the Materials. Client is aware that Company, Company employees, contractors and representatives are not physicians or licensed medical providers, and therefore do not diagnose, treat, prevent or cure any disease, and therefore is not a replacement for Client’s medical doctor, therapist or physician. Client acknowledges that Company, Company employees, contractors and representatives are not medical providers, psychotherapists, employment agents, business managers, or financial analysts, and all Services and Materials provided to Client are self-help tools for Client’s own personal use and for informational and educational purposes only. Client agrees Company, Company employees, contractors and representatives, are not responsible for Client’s physical, mental, emotional and spiritual health, for financial earnings or losses, or for any other result or outcome that Client may experience during the Term, and nothing contained in the Materials or Services are intended to be considered medical, mental health, legal, financial, or religious advice in any way.

For specific questions related to medical, psychological, financial, legal or business matters, Client will consult a medical or mental health professional, attorney or accountant or other type of professional specializing in the matter.  Client agrees Company has made no claims, assurances or promises related to the success of the Services and/or Materials, and Client hereby accepts sole responsibility for any results or lack thereof resulting from Client’s use or non-use of the Services and Materials, and Client hereby releases, discharges and promises not to sue Company for any loss, damage, injury, death or cost to Client arising out of or in connection with the Service, the Materials and/or the subject matter of this Agreement.  CLIENT IS SOLELY RESPONSIBLE AND LIABLE FOR ANY INJURY, DAMAGE OR LOSS WHICH MAY OCCUR AS A RESULT OF CLIENT’S RECEIPT OF THE SERVICES AND/OR MATERIALS, AND CLIENT EXPRESSLY WAIVES ANY AND ALL CLAIMS, PRESENT OR FUTURE, WHICH MAY RESULT THEREWITH.  IN THE EVENT OF AN EMERGENCY, CLIENT AGREES TO CALL 911 OR OTHER EMERGENCY CARE PROVIDERS.

CONFIDENTIALITY/NON-DISCLOSURE. Client agrees that all Materials provided to Client are done so on a confidential basis, and Client understands and agrees that Client may not share, copy, disseminate, incorporate, disclose or otherwise use without Company’s prior written consent in each instance. The term “Confidential Information” means any and all oral or written (including electronically recorded) confidential technical and/or business information including, but not limited to, information related to, or contained in, patents, patent applications, presentations, emails, research, product plans, products, developments, inventions, trade secrets, know-how, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), computer programs, algorithms, business plans, agreements, licenses, services, customers/clients, customer and client lists, course materials, suppliers, prices and costs, finances, budgets, marketing or other business and technical information disclosed to Client by Company during the Term.  Confidential Information shall not include any information that was in the public domain at the time it was disclosed by a Party or entered the public domain through no wrongful act of a Party or of others who were under confidentiality obligations as to the item or items involved. 

REPRESENTATIONS AND WARRANTIES. Client represents and warrants that: (i) Client has full right and power to enter into this Agreement and Statement of Work; (ii) Client will not use or incorporate any part of the Materials, software, code, intellectual property or Confidential Information without Company’s prior written approval; (iii) Client will comply with all applicable laws, rules, regulations and orders of any governmental authority in its performance under this Agreement; and (iv) Company has made no representations, warranties, or agreements to Client related to the subject matter hereof that are not set forth in this Agreement.

INDEMNIFICATIONS. Client will indemnify, defend and hold harmless Company and its directors, employees and agents from and against any and all third party damages, liabilities, penalties, fines, losses, costs and expenses including reasonable attorneys’ fees arising from or relating to: (i) any uncured material breach of Client’s representations, warranties or obligations under this Agreement; (ii) gross negligence or willful misconduct by Client; or (iii) any claim or allegation that any materials submitted by Client infringes any patent, copyright, trademark, or misappropriate a trade secret, or otherwise violate the rights of any third party.



Independent Contractor. Company and Client are independent contractors with respect to the Services and this Agreement will not be construed to establish any form of partnership, agency or other joint venture of any kind between Company and Client, nor to constitute either party as the agent, employee or legal representative of the other. 

Notices. Any notices hereunder shall be in writing and shall be addressed to the parties at the address set forth herein below the signature block or to such other address subsequently provided by notice.  Any notice hereunder shall be given by personal delivery, express mail courier with written receipt confirming delivery, or certified mail with written receipt confirming delivery.  The date of the giving of such notice shall be the date of such personal delivery, one (1) business day after mailing by express mail courier, or three (3) business days after mailing by certified mail; provided that in the event of conflict with the date of the written receipt then the date that the receipt was signed shall control.  Any payments required under this Agreement shall be sent to such party at the address listed below.

Assignment. Client may not assign this Agreement without Company’s prior written approval, and any purported assignment or delegation by Client contrary to the foregoing shall be null and void.

Independent Legal Counsel. Client has had the opportunity to obtain the advice of legal counsel in connection with the execution of this Agreement prior to executing, and Client acknowledges and agrees that Client’s failure to seek independent counsel in connection with this Agreement shall be at Client’s sole risk, and such failure shall not give rise to a claim that this Agreement or any provision thereof should be null and void for lack of proper representation. 


No Equitable Relief. In the event of a breach of this Agreement, Client’s remedies shall be limited solely to an action at law for monetary damages suffered, if any, and in no event shall Client be entitled to (a) seek to or obtain injunctive or other equitable relief in connection herewith or with the Services or the Materials. Client irrevocably waives any right to equitable or injunctive relief.

Governing Law/Dispute Resolution. In the event of a dispute between the Parties concerning: i) the interpretation of this Agreement or the Statement of Work; ii) a breach or an alleged breach; and/or iii) a disagreement between the Parties hereunder, which the Parties are unable to resolve after consultation with each other, all legal disputes or potential claims shall be submitted to an impartial mediator selected jointly by the Parties in Los Angeles, California.  If the Parties are unable to resolve such claims or disputes with mediation, then such dispute shall be decided by binding arbitration, with the Parties agreeing to the selection of the arbiter, with the non-prevailing Party responsible for the prevailing Party’s costs, expenses and reasonable outside attorney's fees. The Parties agree that any award rendered by the arbitrator may be entered in the appropriate state or federal court located within Los Angeles County, California.  

Entire Agreement/Amendments. This Agreement, including all exhibits that are incorporated herein by reference, contains the entire agreement of the parties regarding the subject matter described herein, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged herein and superseded hereby (including any provision contained in any Client invoice, shipping document or other Client documentation that is different from or in addition to this Agreement or the Statement of Work). The provisions of this Agreement may not be amended except by an agreement in writing signed by authorized representatives of both parties referencing this Agreement and stating their intention to amend this Agreement.

Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.

Waiver. A waiver by either Party of any provision of this Agreement in any instance shall not be deemed to waive such provision for the future. All remedies, rights, undertakings, and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or obligation of either Party. Should any provision of this Agreement be determined to be void, it shall not affect the validity of any other provision of this Agreement.  The waiver of any breach of any provision of this Agreement will be effective only if in writing.

Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.

COUNTERPARTS. This Agreement may be executed simultaneously in two (2) or more counterparts and via facsimile or email scans, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or scanned signatures shall have the same force as original signatures.

If you have any questions about these T&C, please contact us at [email protected]

Last Updated: August 2021