1. DESCRIPTION OF THE SERVICE

2. ACCESS TO THE SERVICE

2.2 Accounts and Login Information. Access to certain parts of the Service, including but not limited to the Courses, requires each user to register an account (“Account”) with Thinkific.com (“Thinkific”), a third party online digital course provider. Thinkific may require you to provide certain information, including but not limited to your name and email address to register a Thinkific Account (“Login Information”).  You may also use a third-party login to create an Account. You are solely responsible for managing and ensuring the authorized use, security and confidentiality of your Account’s Login Information. TAO strongly recommends that you keep your Login Information confidential, and you may be required to notify Thinkific promptly of unauthorized access or use of your Account. You are prohibited from sharing your Login Information or your Account. 

2.3 Age of Access. You must be at least 18 years old or the age of majority in your jurisdiction (whichever is older) in order to use the Service. You represent and warrant that you have the right and authority to agree to and comply with these Terms.

2.4 Third Party Services. To provide the Service to you, TAO may incorporate third party services and software (“Third Party Services”), including but not limited to Thinkific. In addition to the Terms, Privacy Policy and other additional policies provided by TAO (“TAO Policies”), providers of Third Party Services may require you to agree to terms and/or policies governing such Third Party Services (“Third Party Policies”) and your failure to agree to TAO Policies or Third Party Policies may limit Service functionality or render the Service fully inoperable. Third Party Services may also collect personal data about your online activities across different services and websites. TAO strongly recommends that you read Third Party Policies before using the Service. You agree that TAO is not liable for any claim, loss or damage relating to Third Party Services. TAO makes no representations or warranties regarding Third Party Services or continued availability of software integration with Third Party Services. 

2.5 Privacy Policy. Use of the Service is governed by a Privacy Policy detailing how TAO collects, uses and discloses personal and anonymous data about you. TAO’s Privacy Policy is available at online.nathanbrine.com/pages/privacy. In order to use the Service, you must agree to the Privacy Policy. If at any time you disagree with the Privacy Policy, you shall immediately stop use of the Service, follow whatever procedures required by the Privacy Policy if necessary to note such disagreement and may contact TAO at [email protected].

3. USE OF THE SERVICE, TERMINATION AND SUSPENSION

3.1 Authorized Use. TAO strives to make the Service a welcoming place for all people. TAO does not tolerate any forms of discrimination, hate speech or any forms of hate crime. During your use of the Service, you shall not: 

a. use the Service in any manner that violates the Terms;

b. decompile, disassemble or reverse engineer the Service;

c. provide false of inaccurate information to TAO, including but not limited to payment information; 

d. export, copy or share any content provided by TAO, including but not limited to the Materials and Courses, outside the Service unless explicit written consent is provided or as otherwise provided under the Terms; 

e. misrepresent or misuse the affiliation or any corporate name, trademark or tradename of TAO;

f. use any automated system (bot, spider or any similar technology) to access the Service;

g. reproduce, rearrange, change, modify, translate, alter, create derivative works from, display, perform, publish, or distribute the Materials, Courses or other aspects of the Service; 

h. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience of the Service or knowingly exploit a flaw or bug in the Service;

i. store or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights or a group of people’s rights;

j. use the Service to provide information or data to a competitor of TAO; 

k. harass, abuse, stalk, threaten or impersonate any person or group of people, including but not limited to any TAO contractor, employee or agent;

l. use racist speech, racist terms, hate speech, hate terms, homophobic speech, homophobic terms, transphobic speech, transphobic terms, sexist speech, sexist terms or any other words or symbols that signify hate towards any person or group of people, including derogatory comments against minority communities;

m. sell, rent, lease or sublicense the Service or access thereto, unless expressly permitted by TAO;

n. promote, encourage or undertake illegal activity; or

o. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information, 

as determined by TAO in its sole and absolute discretion.  

3.2 Termination. TAO may terminate your access to the Service upon: 

a. your failure to pay any amount due to TAO within seven days after receipt of notice from TAO;

b. your non-compliance with TAO Policies;

c. immediately, if TAO in its sole determination terminates your use and access to the Service pursuant to Section 3.3; or

d. immediately, upon TAO ceasing to offer the Service and that may occur at any time without notice. 

3.3 Suspension of Service and/or Account. TAO or Third Party Services may suspend or terminate your access to the Service and/or Account, without notice or refund, at any time for any reason (or for no reason) including but not limited to technical issues or non-compliance with the: (i) TAO Policies; or (ii) Third Party Policies. Suspensions may be lifted in the sole determination of TAO or applicable third parties (or both, if applicable).

3.4 Effect of Termination. Upon suspension or termination, you acknowledge and agree that TAO shall immediately cease your access to the Service. TAO may store data related to your Account and associated data for a period of time after termination or suspension after which TAO may permanently delete all data related to your Account. Third Party Services may retain your data for different periods of time pursuant to Third Party Policies. Regardless of termination, you are prohibited from reproducing, sharing, distributing, publishing, creating derivative works from, changing or modifying any Courses, Materials or other Service information you were provided by TAO, in whole or in part, without prior express written consent from TAO.

4. FEES AND PAYMENT

4.1 Fee. The cost of any paid Subscription(s) shall be provided to you prior to purchase, for all Courses or other Services which can be purchased, as well as associated fees (“Fee”) and additional terms that must be met prior to TAO granting you the paid Subscription(s) and providing the Service. TAO may require payment upfront for pre-purchased Courses. The Fee excludes taxes, duties and charges, which you shall pay as well. If TAO pays or collects taxes on your behalf, you shall pay TAO the applicable amount, which you shall pay on the same terms as the Fee.

4.2 Payment. To receive paid parts of the Service, you shall provide TAO or an applicable third party with a valid method of payment acceptable to TAO. You shall immediately notify TAO or, if applicable, the third party of any change to your payment information. TAO, or any third party acting on its behalf, is hereby authorized and has the right to automatically charge the Fee using the payment method you provided. 

4.3 Failure to Pay. Failure to timely pay any Fee will result in TAO ceasing your access to the Service (including but not limited to Courses and Materials) until you pay such outstanding Fee in arrears. TAO reserves the right to charge interest on any overdue Fee. 

4.4 Cancellation of Pre-Purchased Service. Pre-purchased parts of the Service may be cancelled by providing TAO at least seven business days written notice prior to the delivery date of the applicable Service to [email protected], with “Cancellation” as the subject line. Upon cancellation, you remain liable for all charges accrued up to the date of cancellation and you shall not receive a refund for any Service already performed, partially or in full prior to such cancellation. Notwithstanding the foregoing, TAO shall only provide a refund for pre-purchased parts of the Service (including but not limited to pre-purchased Courses) not yet performed or delivered, subject to timely delivery of notice. Except as expressly set forth above, TAO shall not provide Service refunds unless required by applicable law.

5. INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS

5.1 TAO’s Rights. All right, title and interest in and to the Service including but not limited to Materials, Courses and intellectual property rights therein, are owned by or licensed to TAO. The Terms do not convey any right, title or interest in, or constitute the sale of any right to, the Service. TAO reserves all rights in the Service.

5.2 User Rights; License. You retain ownership of all right, title and interest in information or content you may provide to TAO as part of the Service, including but not limited to reviews of the Service posted on Third Party Services or provided to TAO directly (collectively, User Content”). The Terms do not convey any right, title or interest in, or constitute the sale of any right to, User Content, and you represent and warrant that all rights, licenses and consents necessary to license User Content to TAO are obtained prior to the sharing any of User Content with TAO. You hereby grant TAO a perpetual, worldwide, non-exclusive license to User Content you own or control to use, modify, record, translate, display, transmit or otherwise exploit in connection with the Service and marketing thereof.

5.3 Third Party Rights. The Terms do not convey any right, title or interest in, or constitute the sale of any right to, the Third Party Services. All right, title and interest in and to Third Party Services are owned by or licensed to the respective Third Party Services providers. 

6. HYPERLINKS

7. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNITY

7.1 DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND TAO, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, “REPRESENTATIVES”), DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR COMPLIANCE WITH LAWS WITHIN YOUR JURISDICTION. WITHOUT LIMITING THE FOREGOING, TAO MAKES NO REPRESENTATIONS or warranties THAT USE OF THE SERVICE WILL NOT INFRINGE ANY intellectual property RIGHTS OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, TAO AND ITS REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE PROVIDED BY TAO OR OTHER THIRD PARTIES, WILL COMPLY WITH APPLICABLE LAWS WITHIN YOUR JURISDICTION, MEET YOUR REQUIREMENTS, NOT CAUSE DAMAGE OR HARM TO YOU, YOUR PROPERTY, USER CONTENT OR PROPERTY OF OTHERS, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY TAO AND its REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE.

7.2 LIMITATION OF LIABILITY. TAO AND ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES. TO THE EXTENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT APPLICABLE IN YOUR JURISDICTION, ANY CLAIM THAT YOU MAY HAVE AGAINST TAO AND ITS REPRESENTATIVES MUST BE COMMENCED NO LATER THAN 6 MONTHS AFTER THE DAY ON WHICH THE CLAIM IS DISCOVERED OR OUGHT TO HAVE BEEN DISCOVERED BY YOU. 

7.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD TAO AND ITS REPRESENTATIVES FROM LIABILITY, YOU AGREE THAT TAO’S (AND ITS REPRESENTATIVES’) MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO TAO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

7.4 Indemnity. You represent and warrant, with respect to User Content, that such rights granted to TAO are free and clear, and that you have the full power to grant such rights, and that User Content does not violate intellectual property rights or any other right of any third party, nor will the use of User Content by TAO violate any such right. You shall indemnify and hold harmless TAO and its Representatives against any claim, demand, suit or proceeding made or brought against TAO and its Representatives in connection with your use of the Service, including claims that TAO, or the Service: (a) infringe or misappropriate a third party’s intellectual property rights; (b) violate any applicable law; (c) cause bodily harm or death; (d) violate the terms of a third-party agreement to which you are bound; or (e) commit an act of gross negligence or intentional misconduct. Your obligation to indemnify TAO and its Representatives arises so long as TAO: (x) promptly gives written notice of the claim against TAO; (y) gives you sole control of the defense and settlement of the claim except that you shall not enter any settlement or disposition that attributes liability or confers a financial obligation on TAO without TAO’s advance written consent, which shall not be unreasonably withheld or delayed; and (z) gives all reasonable assistance, at your expense.

8. DISPUTE RESOLUTION

8.1 Initial Dispute Resolution. Most disputes between you and TAO can be resolved without resorting to legal action. If you have any dispute with TAO, including its Representatives, you agree that you will contact TAO at [email protected], and provide a brief, written description of the dispute and your contact information. You and TAO agree to use commercially reasonable 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.

8.2 Binding Arbitration. If the parties cannot come to a resolution within 30 days after the time an informal dispute resolution is initiated, you agree to that any disputes or claims between you and TAO, including the Representatives, shall be resolved by confidential, final and binding arbitration to be conducted in British Columbia and administered by the Vancouver International Arbitration Centre. The arbitration shall be commenced and conducted in accordance with its International Arbitration Rules (“Rules”). Your arbitration fees and your share of the arbitrator’s compensation shall be governed by and, where appropriate, limited by the Rules. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS LIMITED BY APPLICABLE LAW.

9. GENERAL

9.1 No Joint Relationship. Nothing in the Terms shall be construed to create any joint partnership, joint venture, employer-employee or agency relationship between you and TAO. 

9.2 Governing Law. TAO Policies are governed by the laws of the province of British Columbia and the laws of Canada, without reference to principles of conflicts of laws. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of Vancouver, British Columbia to hear any proceedings related to TAO Policies.

9.3 Severability and Waiver. If any provision of any TAO Policies is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the TAO Policies in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the Terms constitutes a waiver. 

9.4 Force Majeure. Except for any Fee payment obligations, neither you nor TAO shall be liable for failure to perform any obligation under the Terms to the extent such failure is caused by a force majeure event (including acts of God, epidemics, pandemics (including government-imposed recommendations and restrictions due to a pandemic), natural disasters, war, civil disturbance, action by a government entity, strike, and other causes beyond reasonable control). The party affected by the force majeure event shall provide notice to the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event shall be performed as soon as reasonably possible when the force majeure event concludes.

9.5 Assignment. TAO may assign the Terms without your consent or notice to you. You cannot assign the Terms. 

9.6 Survival. Sections 3.4, 4.3, 4.4, 5, 6, 7, 8, and 9 survive termination of the Terms.

9.7 Entire Agreement. The TAO Policies constitute the entire agreement between you and TAO with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided. In the event of a conflict between the Terms and any other information pertaining to the Service found via the Service, the Terms control.

9.8 Updates. TAO reserves the right to modify the Terms at any time (each, an “Update”) and shall make each Update available on the Website. You are deemed to accept any Update by continuing to use the Service. Unless TAO states otherwise, an Update is automatically effective 30 days after posting on the Website.