PROGRAM AGREEMENT
This Program Agreement (the “Agreement”) is made and entered into as of the date of your electronic acceptance and payment for the Program (the “Effective Date”), by and between PJ HARLOW WELLNESS INC, a Delaware Corporation (“Company” or “me”) and you (“Client” or “you”) (collectively, the “Parties” and individually, a “Party”).
In consideration of the mutual covenants, promises and undertakings set forth below, the adequacy and sufficiency of which are hereby expressly acknowledged by each of the Parties, the Parties agree as follows:
THE PROGRAM.
This Agreement, and any other terms incorporated by reference, govern the Client’s access to, use of, and purchase of the Company’s programs as described in the Program Offering Details (“POD”), which include the program description, inclusions, and terms as presented at the time of purchase on the Company’s official sales pages. The Program may include courses, videos, audio recordings, digital products, materials, resources, information, methods, templates, guides, content, and workbooks (collectively, the “Program”).
PAYMENT.
Client shall pay Company prior to accessing the Program or as otherwise stated in the POD.
DISCLAIMER.
Client understands that the Program, its resources and any other information related to the Program provided by Company are for informational and educational purposes only and are NOT medical, nursing, legal, financial, tax, accounting, real estate, insurance or any other professional advice.
The Program, its resources and related information provided by the Company are NOT substitutes for legal, medical, clinical, or health advice from a professional who is aware of the facts and circumstances of your individual situation.
You should always check with a medical practitioner before changing any of your current wellness regimens.
Regardless of anything to the contrary, nothing available on or through the Program, its resources and any other related information to the Program provided by Company should be understood as a recommendation that you should not consult with a medical, health or legal professional to address your particular information. Company and Company’s Related Entities shall not be held liable or responsible for any errors or omissions or for any damage you may suffer as a result of failing to seek competent medical, health or legal advice from a professional who is familiar with your situation.
Company and Company’s Related Entities are not licensed home inspectors or real estate agents.
LICENSE; OWNERSHIP OF INTELLECTUAL PROPERTY.
The Company grants Client a limited, personal, non-exclusive, non-transferable, revocable license to use and access the Program and its resources for your own personal use. The Company does not grant to Client any other licenses, whether express or implied.
You do NOT have a license to teach or share the methods, information, strategies or other information from the Program, nor do you have a license to modify or adapt any part of the Program to create your own program or offer your own services or products with methods, information, strategies or other information from the Program.
The Company is the sole exclusive owner of all rights, including, trademarks, patents, trade secrets, copyrights, moral rights, design rights, and all intellectual property rights, in and to the Program and any modifications, adaptations, derivative works, improvements, work product, feedback, ideas, surveys, recommendations, and updates to the Program (collectively, the “Company Intellectual Property”). Client shall have no ownership or claim to the Company’s Intellectual Property. Client shall not be permitted to use the Program or Company Intellectual Property in any way except as permitted under the terms of this Agreement. Client shall not utilize, modify, or adapt the Program or Company Intellectual Property for any other programs, products, software or services or other use. Client acknowledges the Company’s exclusive ownership of the Program or Company Intellectual Property and will do nothing at any time, during or after the term of this Agreement, which could adversely affect their validity or enforceability, including any modification or obliteration of the rights of the Program or Company Intellectual Property or goodwill or associated with the Company, the Program, or the Company Intellectual Property. This Agreement shall not give Client any right to use, share, sell, distribute, reverse engineer, alter, or otherwise use the Program or Company Intellectual Property generally, except as specifically authorized herein by the Company. Company may revoke any such rights it specifically authorizes at any point in time in its sole discretion.
Client shall not have any right to use, register or attempt to use or register any trademarks, copyrights, or other intellectual property rights identical, similar or related to the Company Intellectual Property. All use, application or registration of the Company’s Intellectual Property by Client in connection with this Agreement shall be subject to the Company’s control, shall inure to the benefit of the Company and be immediately owned by or otherwise immediately assigned to the Company. Any and all modifications, adaptations, derivative works, improvements, work product, feedback, ideas, surveys, recommendations, and updates by Client to the Program or its resources or the Company Intellectual Property shall be the sole and exclusive property of the Company.
In the event of a breach of any term in this Section 4, including the unauthorized distribution or copying/modifying of Company’s Intellectual Property, Client shall pay Company $10,000 per instance of unauthorized distribution or copying/modifying, which Client acknowledges is separate and apart from any and all remedies and damages that Client may be rewarded to Company and does not waive any of Company’s rights to additional damages and remedies such as those based on copyright infringement.
USE OF THE COMPANY TRADEMARKS; MORALS; NON-DISPARAGEMENT
The Company names, logos, slogans, products, designs, and other designations are trademarks of the Company or its affiliates or licensors. Client shall not use such marks or designations without the prior written permission of the Company.
Notwithstanding the foregoing, Client may indicate to others that it is a client of Company’s and is or has participated in the Program, as long as such references are in a positive light. Notwithstanding the foregoing, the Company has the right in its sole discretion to object to any use of the Company trademarks or the Company Intellectual Property and Client shall promptly remove the objected-to use.
Client shall not commit any act or do anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous or obscene; (ii) to injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with the Company; or (iii) not in line with the Company’s mission, objectives and values. Breach of this provision in the Company’s sole discretion is cause for immediate termination and cessation of all use of the Program, the Company’s Intellectual Property, or other assets.
Client shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or harm the reputation of Company, the Program, or any of Company’s Related Entities.
Client shall not solicit Company Related Entities or induce them to leave Company as an employee or contractor.
SUBMISSIONS.
By posting, submitting, uploading, or sending any information, materials, text, photos, testimonials and surveys submitted to the Company during or after the Program (the “Submissions”), Client (i) warrants that it either owns all of the rights or obtained all of the proper permissions for the Submissions and (ii) provides Company with a royalty free, perpetual, irrevocable, worldwide license to use, reproduce, adapt, modify and distribute the Submissions for all purposes including commercial and non-commercial usage. The Company may publish your image, name and business name in connection with your Submission, such as testimonials. The Company is not obligated to post or use any Submission and may remove any posted or used Submission at any time in its sole discretion.
ACCESS.
The Company reserves all rights to update, amend, withdraw, restrict, refuse or terminate access to the Program and any related materials, including access codes, in whole or in part, at any point in time without advance notice and in the Company’s sole discretion. Client agrees that all information Client provides to the Company is accurate, up to date, complete and in accordance with the Company’s terms and policies that may be amended from time to time. Client shall treat all access codes as confidential and not disclose such information to any other person or entity and shall use caution when accessing the Program.
LIMITATIONS AND NO GUARANTEES AS TO RESULTS AND EFFECTS.
Neither Company nor Company’s Related Entities shall be liable for any errors or omissions relating to the Program. By participating in the Program, you accept responsibility for any potential harm or damage suffered for the use or non-use for the Program or any information and agree to use your best judgment before taking any actions based on the information in the Program. The Company cannot guarantee any results and effects from the Program, and has not made any guarantees, representations or warranties as to any results and effects. Any results and effects are beyond the control of the Company.
The Company is not responsible, in any manner whatsoever, for the acts, omissions, materials or information provided by third parties that are featured or mentioned in the Program. The Company does not guarantee the accuracy or veracity of any acts, omissions, materials or information provided by third parties that are featured or mentioned in the Program.
CANCELLATION POLICY; REFUND POLICY.
All payments are non-refundable and the Program is non-cancellable unless specifically stated on the POD. Due to the instant-access digital nature of our products, we do not offer refunds once a purchase is completed. When you buy our digital guides, courses, or consultations, you gain immediate access to valuable, copyrighted information that cannot be "returned" or "unused."
CLIENT’S WARRANTIES.
In addition to any other representations and warranties set forth herein, Client warrants to the Company that (i) it has the power and authority to enter into this Agreement and grant the rights granted herein, and that there are no impediments to its execution of this Agreement or performance of its obligations hereunder, and (ii) any materials or resources provided to the Company by Client do not violate any applicable federal, state, or local law, rule, regulation, ordinances, requirement or code, or infringe or misappropriate the rights of any third party, including any patent, copyright, trademark, trade secret, or moral rights or other intellectual property rights, rights of privacy or publicity, or any contractual right.
NO WARRANTIES BY COMPANY.
THE COMPANY AND COMPANY’S RELATED ENTITIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY OF THE INFORMATION, MATERIALS, PROGRAMS, RESOURCES, PRODUCTS OR SERVICES RELATED TO THE PROGRAM OR THIS AGREEMENT, INCLUDING AS TO ITS RESULTS OR EFFECTS. THE COMPANY AND COMPANY’S RELATED ENTITIES DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW.
LIMITATION OF LIABILITY.
THE COMPANY AND COMPANY’S RELATED ENTITIES SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES, LIABILITY OR LOSS ASSOCIATED WITH ANY HARM OR DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, THE INFORMATION OR THE DATA INCLUDED THEREIN, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EQUITABLE, OR CONSEQUENTIAL LOSS OR DAMAGES. THE PROGRAM, ALL PRODUCTS AND SOFTWARE, AND THE INFORMATION OR THE DATA INCLUDED THEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND NON-INFRINGEMENT.
TERM & TERMINATION.
The term of this Agreement shall begin on the Effective Date and shall continue until the end of the Program as listed in the POD or until terminated by the Company for any reason within its sole discretion (the “Term”).
CONFIDENTIALITY.
“Confidential Information” means all information, whether disclosed orally or contained or embodied in documents, software, reports, data, records, forms or otherwise, disclosed or made available by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that Receiving Party knows, or should know, to be confidential, including but not limited to the Company Intellectual Property, business information, strategies and knowhow, proprietary information, plans, procedures, methods, inventions financial information, client information, client lists, vendor lists, email lists, business procedures, materials, and contracts. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is already known to the Receiving Party on a non-confidential basis at the time of disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act or omission of the Receiving Party; (iii) is independently developed by the Receiving Party without the use of or reference to the Confidential Information; or (iv) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality.
The Receiving Party agrees not to use the Confidential Information for its own benefit, for the benefit of any third party, or for any other purpose except in the fulfillment of its obligations and exercise of the rights granted it pursuant to this Agreement. The Receiving Party will not alter, modify, disassemble, reverse engineer or decompile any of the Confidential Information, unless expressly permitted to do so in writing by the Disclosing Party.
The Receiving Party shall not disclose or make available to any third party any Confidential Information of the Disclosing Party without the Disclosing Party’s express, prior written consent.
Receiving Party will immediately inform the Disclosing Party in writing of any suspected, threatened, or actual unauthorized disclosure of, access to, or use of, Confidential Information.
Upon expiration or termination of this Agreement, the Receiving Party will immediately, at the Disclosing Party’s option, deliver to the Disclosing Party or destroy all of the Confidential Information and copies thereof. Any Confidential Information retained after the expiration or termination of this Agreement, with or without authorization, shall remain subject to the terms and conditions of this Agreement in perpetuity, notwithstanding the expiration or termination of this Agreement.
Client agrees that if the provisions of this Agreement are not performed in accordance with its specific terms or are otherwise breached, immediate and irreparable harm or injury may be caused to the Company, for which money damages would not be an adequate remedy, and that the Company would be entitled to all remedies, including those under law and equity.
INDEMNITIES AND REMEDIES FOR INFRINGEMENT; RELEASE AND WAIVER OF LIABILITY.
Client hereby agrees to indemnify, hold harmless, defend and forever release the Company and
Company’s Related Entities from and against any and all liability, claims, demands, suits, causes of action, damages, losses, fines, assessments, costs, and expenses, including but not limited to “reasonable attorneys fees", settlement amounts, and damages awards, for any loss, harm, injury or illness whether commercial or personal, including death, whether caused by negligence or otherwise, a violation of any law, regulation, code, or standard, including industry standards, or damage of any kind arising from or in connection with (i) Company’s or Company’s Related Entities’ Program, programs or services, postings, statements, information, materials, statements, acts, errors or omissions; (ii) Client’s participation in the Program; (iii) Client’s breach of this Agreement, (iv) any third-party claims or harm relating to the Program or Client’s application of Company’s methods, teachings or other information or (v) Client’s violations of any right of a third party, or any applicable rules, regulations, laws, or ordinances.
NO JOINT VENTURE OR OTHER RELATIONSHIP.
Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties, nor shall anything in this Agreement be deemed to constitute either Party the agent of the other. Neither Party shall be or become liable or bound by any representation, act or omission whatsoever of the other.
ASSIGNMENT.
Client shall not assign, transfer, delegate or subcontract this Agreement or any of its obligations arising under this Agreement (including by operation of law) without the Company’s prior written consent. Any assignment, transfer or delegation in violation hereof shall be null and void. Company reserves the right to assign, transfer, delegate or subcontract this Agreement or any of its obligations arising under this Agreement (including by operation of law) without the Client’s prior written consent.
SEVERABILITY; GOVERNING LAW; VENUE.
In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. All disputes between the Parties (whether based in contract, tort, statute, rule, regulation or otherwise, and whether pending in court or in an arbitral forum) shall be governed by and construed in accordance with the substantive and procedural laws of the State of Delaware including without limitation its statutes of limitation, without regard to the conflict of laws provisions of Delaware or any other state or jurisdiction. Any and all disputes between the Parties arising out of or related in any manner to this Agreement must be brought, heard, and determined solely and exclusively in Delaware.
ARBITRATION
In the event of any dispute or claim between the Parties regarding this Agreement, the Parties shall agree to convene and negotiate in good faith to resolve the issue. If after such good faith negotiations, the Parties still cannot resolve the claim or dispute, all claims and disputes arising under or relating to this Agreement thereafter are to be settled by binding arbitration in Wilmington, Delaware. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorney’s fees. Any such arbitration shall include a written record of the arbitration hearing. The Parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity or have a conflict of interest. An award of arbitration may be confirmed in a court of competent jurisdiction.
Notice.
Any notice, consent, or waiver required or permitted to be given under this Agreement shall be in writing and be deemed given to a Party when delivered by email or other electronic delivery.
MISCELLANEOUS.
The remedies set forth herein shall not be exclusive of any other remedies available to the Company, all of which are expressly reserved. The failure of either Party to exercise any power or right to require performance by the other Party of any part of this Agreement shall not affect the full right to exercise such power or to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision of this Agreement constitute a waiver of any later breach of the same or any other provision. Section headings are used for convenience only and shall not affect the meaning of any provision of this Agreement. The language used in this Agreement shall be deemed to express the mutual intent of the Parties, and no rule of strict construction shall be applied to any provision hereunder.
The Parties acknowledge and agree that they have fully read and understand this Agreement, have had the opportunity to discuss this Agreement with their attorney(s), have had any questions regarding its effect or the meaning of its terms answered to its satisfaction and, intending to be legally bound hereby, have freely and voluntarily executed this Agreement.
The Parties acknowledge that the Parties have had the opportunity to fully negotiate the terms and conditions of this Agreement. This Agreement, including any other terms entered into pursuant hereto including Company’s Privacy Policy and website Terms of Use or Service, and any exhibits, attachments, addenda and appendices hereto and thereto, and amendments to any of the foregoing that are agreed in writing between the Parties, shall constitute the final, complete and exclusive agreement between the Parties with respect to the subject matter hereof. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by each of the Parties hereto. This Agreement may be signed in two counterparts, each of which shall constitute one and the same instrument.
SURVIVAL.
Sections 3-20 shall survive any expiration or termination of this Agreement.
By electronically accepting this Agreement and making payment, Client agrees to be bound by all terms herein as of the date of acceptance.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
