WORX by Nagla Orlando
Terms and Conditions

TERMS OF SERVICE

(Last Revised February 26, 2025)

Knowledge Worx 4 College, Inc., d/b/a WORX by Nagla Orlando (“Provider,” “we,” “us,” “our,” “their”) provides  services (as described below) to you as a participant (“Participant” or “you”) through its website located at https://www.kwx4c.com/worx-home (the “Website”) and through the Provider’s customizable resources shared individually with you via Google (the “Resources”) and related services (together with the Resources, the “Services”), subject to the following Terms of Service (the “Terms of Service”). The Provider and Participant are collectively referred to herein as the “Parties.” 

The Provider reserves the right, at its sole discretion, to change or modify portions of these Terms of Service at any time. If we do, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through an email notification or other reasonable means and as required by applicable law. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be posted on the Website from time to time.

These Terms of Service shall govern the use of all files and folders included in the purchased Services and the specific strategic one-on-one or other consulting services included in the package of Services you purchased from the Provider and any services, videos, or materials related to the Resources provided directly by the Provider and/or on the Provider’s Website. The Provider is the sole creator, operator, and publisher of the Services. 

The Provider is committed to respecting the Participant’s privacy and confidential information and expects Participant to be equally committed to protecting the privacy and confidential personal and business information of the Provider. For more information regarding what information data or information the Provider may collect from Participant through the Provider’s Website and platforms and how the Provider may use that information, please read our Privacy Policy. By using the Services, the Participant consents to our collection and use of personal data as outlined therein. 

DEFINITIONS

“Authorized Users” means the end user clients of the Participant who are authorized by the Participant to view and use the Services, specifically the Resources, which may be white-label branded to the Participant but retaining the Provider’s copyright designations as described more fully herein.

“Courses” consists of the written lessons and any on-demand asynchronous video course material later developed to supplement the Resources, and any other online courses which the Provider offers from time to time via the Website. 

“Resources” includes video resources, worksheets, handouts, spreadsheet and email templates, and other materials and content provided by the Provider to the Participant as part of the Services.

“Company IP” includes the Courses, Services, Resources, and the Website. 

“Confidential Information” means non-public information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in written, graphic, recorded, machine readable or other form concerning the Disclosing Party’s business, actual and potential clients, suppliers, finances, products, designs, processes, techniques, know-how, algorithms, constructs, Intellectual Property Rights, operations, marketing, business plans, cost and other financial data, concepts, management, relationships with other companies, and other areas of the Disclosing Party’s business or products, including, without limitation, the identity, personal stories, and business information of other participants shared or otherwise disclosed in or on the Services, including any live sessions included in a Course, or the Resources, but does not include information in the public domain other than through the default of the Disclosing Party, information required to be disclosed by any court or regulatory authority, or any information already in the possession or control of the Disclosing Party. Such Confidential Information may be conveyed orally by the Disclosing Party or in the form of drawings, schematics, specifications, other technical information, reports, summaries, or presentations.

“Fees” means the fees paid by Participant to the Provider for the Services.

“Intellectual Property Rights” means rights which may exist or be created under the laws of any country or other jurisdiction anywhere in the world, whether arising under statutory or common law or otherwise, and whether or not perfected,  in or relating to databases, patents, performers’ rights, designs and registered designs, trademarks, trade secrets, trade names, service marks, trade dress, logos, copyrights, rights in or relating to Confidential Information and other intellectual property or proprietary rights (registered or unregistered) throughout the world.

“Website” means https://www.kwx4c.com/worx-home

ASSENT AND ACCEPTANCE

By purchasing and utilizing the Services, the Participant represents and warrants that they have read and reviewed these Terms of Service and agree to be bound by their terms and conditions. 

PAYMENT OF FEES; REFUND POLICY

Participant agrees to pay the specified Fees for the Services with a credit card in accordance with these Terms of Service. Participant hereby authorizes the Provider to collect payment of the advertised Fees for the Services with the credit card provided by Participant. All Fees shall be paid in United States dollars. The Provider does not offer refunds, and registration is non-transferrable. Fees for Services shall be listed on the Website and may change from time to time. The Provider may provide a discount for multi-IEC practices that purchase Services for more than one IEC in the practice group, and that discount will be specified on the Website. 

SCHEDULE

The Provider will provide Participant with the schedule for all live sessions included in the Courses, if any. The Provider will also schedule with the Participant any consulting sessions or strategic one-on-one sessions included in the Participant’s specific purchased Services. The Participant acknowledges and agrees that the Provider is not responsible for Participant’s inability to schedule or attend any or all live sessions included in a Course and that scheduling individual one-on-one sessions with the Provider is subject to the Provider’s availability. 

Any Course offered by the Provider is on-demand and may be completed in an asynchronous manner at Participant’s pace.

SINGLE USER REGISTRATION

The Services and use of the related Resources are limited to the Participant who paid the Fees to the Provider. Participant may not share their Course login information, download individual files or folders included in the Resources or otherwise share or provide access to the Resources or Company IP with business partners, employees, contractors retained by the Participant, colleagues, friends, businesses, or any third party (collectively, the “Excluded Parties”) without the Provider’s express prior written permission. Participant may share Resources with a contractor or employee assisting Participant with implementing any of such Resources in Participant’s business if such employee or contractor has paid the applicable Fees for the Services. For multi-IEC practices, each IEC who will be using the Services in their work must individually register for the Services and pay the applicable Fees. If the Provider suspects that the Participant has shared log-in information or Resources with any Excluded Party without authorization, the Provider reserves the right, in its sole discretion, to immediately terminate the Participant’s access to the Services and Resources. 

LICENSE TO WEBSITE ACCESS & COURSE MATERIALS; NON-COMMERCIAL USE

The Participant will access any Courses via the Website and will receive the Resources through participation in the Services. Subject to these Terms of Service and with Participant’s payment of applicable Fees to the Provider for access to Courses, Resources and the overall Services, the Provider grants the Participant a non-exclusive, limited, worldwide, non-transferable and revocable license to use the Services solely in connection with (i) participation in any Courses, (ii) use in the Participant’s internal business, and (iii) in the limited sense provided below, for the limited commercial purpose of modifying certain Resources for Participant’s use in providing college consulting services to Authorized Users in one-on-one or group sessions with such Authorized Users, including the right to prepare, reproduce, print, download and use copies of Resources branded to Participant. Notwithstanding anything to the contrary herein, you agree to retain the Provider’s copyright designation on all Resources that you modify and brand to your business, which copyright designation shall be displayed in not less than 6-point font and include the copyright symbol. The Participant may include the Participant’s logo, trademark, trade dress or other typical branding and may modify the color scheme, font, photos/graphics, and other design elements of the Resources so long as the Provider’s copyright designation remains displayed on each page of such Resources as stipulated herein.Except for the foregoing limited license, no right, title, or interest in the Services is transferred to the Participant. The Provider may revoke this license at any time in its sole discretion. 

Unless otherwise expressly authorized herein or by the Provider in writing, Participant shall not display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload (collectively, “Exploit”) for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. Notwithstanding the foregoing, the Participant may use the Services (specifically the provided Resources) provided by the Provider solely for Participant’s personal, internal use within Participant’s college consulting business and/or may modify the Resources for limited commercial use in providing one-on-one or group college consulting services to Authorized Usersand for no other commercial purpose. For purposes of clarity, the Participant shall not Exploit the Services, specifically any Resources and/or Company IP, for commercial purposes, including, without limitation, in connection with selling or otherwise providing such Exploited Services through a similar competing course or workshop or by downloading and providing such Exploited Services to any Excluded Party, whether for free or in exchange for payment of a fee. 

INTELLECTUAL PROPERTY

The Participant hereby agrees that, except for the limited, non-exclusive rights specifically granted to the Participant hereunder, the Company IP and any other Services provided by the Provider are the sole and exclusive property of the Provider and that the Provider holds all right, title, and interest in all Intellectual Property Rights in the Company IP. The Participant shall not use the Company IP for any unlawful or infringing purpose. The Participant agrees that it will not under any circumstances represent or assert that it has any right, title, or interest in or to the Company IP and will affirmatively retain the Provider’s copyright designation (displayed after the copyright symbol in not smaller than 6-point font) on each page of the Resources, whether provided to Authorized Users or not. To the extent necessary for the Provider to provide the Services to the Participant, the Participant hereby grants to the Provider, for the Term of this Agreement, a non-exclusive, limited, royalty-free, non-transferable, worldwide license to use the Participant’s trademarks, trade dress, graphics, packaging designs and artwork, logo, and/or any other Participant branding as the Participant may specify from time to time (collectively, the “Participant Brand Attributes”) solely in connection with providing the Services. The Provider shall further have the right to grant a sublicense of the Participant Brand Attributes to its authorized contractors and affiliates for the Services for the purpose of performing or facilitating the performance of the Services hereunder. The Provider acknowledges that its use of the Participant Brand Attributes inures to the benefit of the Participant and that the Provider shall not acquire any rights therein, other than as expressly set forth in these Terms of Service. Participant shall not modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, the Company IP, or the Resources, in whole or in part, except that the foregoing does not apply to Participant Contributions (as defined below) that Participant legally uploads or publishes to the Services. In connection with Participant’s use of the Services, Participant will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If Participant is blocked by the Provider from accessing the Services (including blocking Participant’s IP address), Participant shall not implement any measures to circumvent such blocking (e.g., by masking Participant’s IP address or using a proxy IP address). Any use of the Services, including the Resources, other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of the Provider and its affiliates, partners, and/or providers (the “Software”). Participant shall not copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by the Provider.

The Participant shall not reproduce or distribute the Company IP in any way, including, without limitation, electronically or via registration of any new trademarks, trade names, service marks, or URLs. 

PARTICIPANT AGREES THEY WILL NOT CREATE PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, A COURSE SUBSTANTIALLY SIMILAR IN CONTENT, FORMAT, OR OTHERWISE TO THE SERVICES, ANY OTHER COURSES DEVELOPED AND PROVIDED BY THE PROVIDER FROM TIME TO TIME, AND/OR RESOURCES PROVIDED BY THE PROVIDER TO PARTICIPANT UNDER THESE TERMS OF SERVICE.

PARTICIPANT CONTENT & ACCEPTABLE USE

Violations of this provision may result in immediate termination of these Terms of Service and Participant’s access to the Services in the Provider’s sole discretion and with no compensation or refund owing. The Provider is dedicated to providing a welcoming space for all participants. Participant agrees to respect the privacy and keep confidential the Confidential Information and all other personal information shared by other participants in any live sessions of any Courses.

Through participation in any Courses and use of the Website, the Participant may post, upload, publish, display, or email video, images, text, documents, information, messages, or other materials to the Course pages and other parts of the Website (“Participant Contributions”). The Participant hereby grants the Provider a royalty-free, non-exclusive, fully-paid up, transferable, perpetual, irrevocable worldwide license to copy, display, use, upload, adapt, perform, broadcast, publish, transmit, distribute, store, modify, make derivative works of, and otherwise use and fully exploit Participant Contributions in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise). The Provider claims no further proprietary rights in the Participant Contributions. The Participant hereby represents and warrants that Participant owns all right, title, and interest in and to the Participant Contributions, including, without limitation, all Intellectual Property Rights and rights of publicity contained therein, and has all required rights to post or transmit such Participant Contributions without violation of any third-party rights. 

The Provider does not tolerate harassment, whether unintended or intentional, in any form. “Harassment” includes, without limitation, offensive verbal and written content relating to gender, gender identity and expression, age, sexual orientation, disability, physical appearance, body size, race, ethnicity, national origin, religion, technology choices, sexual images, deliberate intimidation, stalking, harassing photography or recording, sustained disruption of sessions or other events, inappropriate physical or verbal interaction, and unwelcome sexual or discriminatory attention, as well as slights, negative messages, and other microaggressions, whether intended or not. 

Participant hereby further agrees to comply with the following “Acceptable Use” provisions of these Terms of Service for all Participant Contributions. Participant Contributions shall not 

• (i) violate or infringe the Intellectual Property Rights of any third party;
• (ii) violate any restrictions against upload or publication by which Participant is bound under any applicable law or contractual or fiduciary relationship;
• (iii) pose or create a security or privacy risk to any person;
• (iv) constitute unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
• (v) mention products or services they sell or prefer, unless mentioned solely in the context of providing other participants with educational insights;
• (vi) employ Harassment in any form, including, without limitation, using unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, excessively violent, vulgar, obscene, pornographic, racially, ethnically, or otherwise hateful language
• (vii) contain software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or 
• (viii) in the sole discretion of the Provider, be objectionable or restrict or limit the ability of any person to fully enjoy the Services as intended.
  
  

Further, each Participant shall refrain from interfering with or disrupting the Services in any way, violating any applicable laws, impersonating any person or falsely stating or misrepresenting Participant’s affiliation with a person or entity, harvesting or collecting email addresses or other contact information from other users or participants in the Services for purposes of sending unsolicited emails or other unsolicited communications, advertising or offering to sell or buy any goods or services for any business purpose that is not specifically authorized, or furthering or promoting any criminal activity or enterprise. Participant acknowledges and agrees that the Provider may preserve Participant Contributions and content and may also disclose such Participant Contributions and content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Provider, its users and the public. Participant understands that the technical processing and transmission of the Services, including Participant’s Contributions and content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

THIRD PARTY WEBSITES

The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. The Provider has no control over such sites and resources and is not responsible for and does not endorse such sites and resources. Participant acknowledges and agrees that the Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings Participant has with third parties found while using the Services are between Participant and the third party, and Participant agrees that the Provider is not liable for any loss or claim that Participant may have against any such third party.

NO GUARANTEE OF RESULTS

The Provider is available to support Participant in systemizing and organizing their business. Because there are so many variables that determine the actual, potential, and future profits, losses, income, sales, expenses, and success of each unique business and its owner (including, without limitation, market conditions and Participant’s own efforts, skill, knowledge, dedication, ability, network, and financial situation, among others, during and outside of the scope of the Services provided by the Provider), the Provider does not guarantee that Participant will achieve any particular or general result. The Provider does not offer financial, legal, or other professional services or advice. Participant knowingly and voluntarily assumes all responsibility for Participant’s use and inability to use the Services, as well as all risks arising out of the Services and any business and personal decisions Participant may make during or after using the Services. Individual risks and results vary significantly, based on factors outside the Provider’s control. Any testimonials, statements, or opinions about the Provider’s Services seen or relied on by Participant were provided voluntarily by actual clients who have worked with the Provider in various capacities over the years, and, while generally representative of the Provider’s average client experience, are not a guarantee of any results Participant may experience, which will vary based on many factors outside the control of the Provider. 

CONFIDENTIALITY

Participant agrees to protect and maintain the confidentiality of other participants’ identity, personal stories, and any business information shared or otherwise disclosed in or on the Services. Violation of this provision will result in immediate termination of these Terms of Service upon notice to Participant and removal from the Services without any refund or further liability to Participant.

The Receiving Party acknowledges the confidential nature of the Disclosing Party’s Confidential Information and agrees that it shall not disclose the Disclosing Party’s Confidential Information to any other person or use any Confidential Information for any purpose other than as contemplated in these Terms of Service, without the prior written consent of an authorized representative of the Disclosing Party. Each Party shall take reasonable precautions (no less rigorous than the Receiving Party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other Party’s Confidential Information. However, a Receiving Party may disclose Confidential Information of a Disclosing Party pursuant to any statute, regulation, order, subpoena, or document discovery request, provided that prior written notice of such disclosure is furnished to the Disclosing Party as soon as practicable to afford the Disclosing Party an opportunity to seek, at its own expense, a protective order. Should the Disclosing Party fail to seek or obtain a protective order, the Receiving Party may disclose such information without liability, provided that the Receiving Party is legally compelled to disclose such Confidential Information.  All the foregoing information shall be considered the Confidential Information of the Disclosing Party, regardless of whether it is marked or otherwise identified as confidential. In addition, other information shall be considered the Confidential Information of the Disclosing Party if it is marked confidential or identified at the time of disclosure as confidential.

MARKETING PERMISSIONS

Participant agrees that the Provider may use the Participant’s name and testimonial, and, if provided, photo for marketing purposes. Participant agrees that the Provider may publish on the Website or in any written materials any written testimonials and/or photos provided by Participant.

INDEMNIFICATION

To the fullest extent permitted by law, Participant agrees to release, indemnify and hold the Provider and its affiliates and their respective officers, employees, directors, members, managers, agents, and representatives harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to Participant’s use of the Services, any Participant Contributions, Participant’s connection to the Services, Participant’s violation of these Terms of Service, or Participant’s violation of any rights of another individual or entity. If Participant is a California resident, Participant waives California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If Participant is a resident of another jurisdiction, Participant waives any comparable statute or doctrine.

DISCLAIMER OF WARRANTIES

Although the Provider uses reasonable efforts to ensure the information the Provider shares as part of the Services is verified by reliable sources, all information and content on the Website and/or included in the Resources and any other Course materials the Provider provides to the Participant is for informational purposes only and provided “as is” without guarantees or promises as to accuracy or any results Participant may obtain by using such content or utilizing the Services. The Provider will use reasonable efforts to make the Services available to Participant; however, the Provider makes no guarantees as to the uptime or availability of the Services, and the Provider does not warrant that the Services, including any Resources provided, or any of their functions will be complete, error-free, or uninterrupted or that defects will be corrected. To the fullest extent permitted by applicable law, the Provider shall have no responsibility or liability for any content or materials included in the Services, delays or failures in delivery of the Services, actions of other participants, or any other resulting damage, including, without limitation, damage from virus attacks, internet congestion, denial of service, or power outages. Except as otherwise set forth in these Terms of Service, the Provider does not make and hereby specifically disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, course of dealing, course of performance, noninfringement, or other violation of rights.

PARTICIPANT’S USE OF THE SERVICES IS AT PARTICIPANT’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, TITLE, AND NON-INFRINGEMENT.

THE PROVIDER MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET PARTICIPANT’S REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY PARTICIPANT THROUGH THE SERVICES WILL MEET PARTICIPANT’S EXPECTATIONS.

LIMITATION OF LIABILITY

PARTICIPANT EXPRESSLY UNDERSTANDS AND AGREES THAT THE PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING THE RESOURCES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF PARTICIPANT’S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL THE PROVIDER’S TOTAL LIABILITY TO PARTICIPANT FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT PARTICIPANT PAID IN FEES TO THE PROVIDER IN THE LAST SIX (6) MONTHS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

TERMINATION

Participant agrees that the Provider, in its sole discretion, may suspend or terminate Participant’s account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if the Provider believes that the Participant has violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Participant’s use of Services may be referred to appropriate law enforcement authorities. The Provider may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. Participant agrees that any termination of access to the Services under any provision of these Terms of Service may be effected without prior notice and acknowledges and agrees that the Provider may immediately deactivate or delete Participant’s account and all related information and files in such account and/or bar any further access to such files or the Services. Further, Participant agrees that the Provider will not be liable to Participant or any third party for any termination of Participant’s access to the Services.

DISPUTE RESOLUTION

The Parties agree that these Terms of Service affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between the Parties, including but not limited to, claims arising out of or relating to any aspect of the relationship between the Parties, these Terms of Service, or the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

If Participant has any dispute with the Provider, Participant agrees that before taking any formal action, Participant will contact the Provider and provide a brief, written description of the dispute and Participant’s contact information (including Participant’s username, if the dispute relates to an account). Except for intellectual property and small claims court claims, the Parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations shall be a condition to either Party initiating a lawsuit or arbitration.

All disputes, claims, or controversies arising out of or relating to these Terms of Service or the Services that are not resolved by the procedures identified above shall be resolved by individual (not group) binding arbitration to be conducted before JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Arbitration shall be held in San Luis Obispo County, California, unless the Parties mutually agree to another location or telephonic arbitration. The Parties agree to submit to the personal jurisdiction of any federal or state court in San Luis Obispo, California to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. Each Party shall bear its own costs of arbitration, including but not limited to, attorneys’ fees and expert witness costs.

The Provider and Participant hereby agree that the arbitration shall be conducted in the Party’s respective individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. PARTICIPANT AND PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.

Notwithstanding the Parties' decision to resolve all disputes through arbitration, you or we may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect Intellectual Property Rights. You or we may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction to the extent such claims do not seek equitable relief.

YOU UNDERSTAND AND AGREE THAT THE ABOVE DISPUTE PROCEDURES SHALL BE YOUR SOLE REMEDY IN THE EVENT OF DISPUTE BETWEEN YOU AND THE PROVIDER REGARDING ANY ASPECT OF THE SERVICES AND THAT YOU ARE WAIVING YOUR RIGHT TO LEAD OR PARTICIPATE IN A LAWSUIT INVOLVING OTHER PERSONS, SUCH AS A CLASS ACTION.

INTERNATIONAL USERS

Recognizing the global nature of the Internet, Participant agrees to comply with all local rules and laws regarding their use of the Services, including as it concerns online conduct and acceptable content.

FORCE MAJEURE

Regardless of any other provisions in these Terms of Service, the Provider and its owners, managers, members, officers, directors, employees, contractors, vendors, and other agents shall not be in breach of these Terms of Service or liable to Participant in relation to their delay or failure to deliver the Services due to occurrences outside their reasonable control that may make it illegal, impossible, inadvisable, or commercially impractical, as determined in the Provider’s reasonable discretion, to provide access to the Services, in full or in part, as a result of government- and agency-issued orders, restrictions, and recommendations, health and travel restrictions, floods, fires, wars, epidemics, pandemics, illness, accidents, internet and third party application connectivity, loss of electricity, delays by Participant or other attendance and participation impediments they may experience, and other impediments to performance caused directly or indirectly by any event or circumstances outside the Provider’s reasonable control, as long as the Provider notifies Participant as soon as reasonably practicable. The Provider will not provide refunds for these or any other reasons; however, the Provider will, in its sole discretion, elect to offer an alternative method of providing Services or to reschedule live elements of the Services, if any, once the Provider has determined, together with its advisors, that it is legal, possible, advisable, and commercially practical to resume performance.

GENERAL PROVISIONS

These Terms of Service constitute the exclusive agreement between the Parties with respect to their subject matter and as of this date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, related to their subject matter. These Terms of Service cannot be modified, supplemented, or rescinded except by an agreement in writing signed by an authorized officer or representative of all Parties. There are no conditions precedent to the effectiveness of these Terms of Service other than those expressly stated herein. The provisions of these Terms of Service may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealing. In agreeing to these Terms of Service, neither Party has relied on any statement, representation, warranty, or agreement of the other Party except for those expressly included herein. Participant also may be subject to additional terms and conditions that may apply when and if Participant uses affiliate or third-party services, third party content, or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth herein above, the Parties agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Luis Obispo, California. The failure of the Provider to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect. Participant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based on or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Participant may not assign these Terms of Service without the prior written consent of the Provider, but the Provider may assign or transfer its obligations hereunder, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to Participant may be made via either email or regular mail. Under no circumstances shall the Provider be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Services may also provide notices to Participant of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Services.