TERMS OF PURCHASE & DIGITAL PRODUCT LICENSE
THE FOLLOWING TERMS AND CONDITIONS GOVERN YOUR PURCHASE AND USE OF ANY PRODUCT(S) (SOMETIMES COLLECTIVELY REFERRED TO AS “PRODUCT”) YOU PURCHASE ON www.chelsealayna.com (“WEBSITE”). THE OPERATORS OF THIS WEBSITE ARE REFERRED TO HEREINAFTER AS “US” OR “WE”.
Modifications to this Agreement
NO ONE UNDER THE AGE OF 18 IS PERMITTED TO ENTER INTO THIS AGREEMENT. You represent and warrant to us that you are of sufficient legal age in your jurisdiction to enter into a legally binding agreement with us and otherwise be bound to the terms and conditions contained herein.
Non-Exclusive Limited License
You are purchasing and are hereby granted a revocable, non-exclusive and non-transferable license and right to use the Product and all Product materials for your personal or internal business use. Rights of access and use to the Product(s) and all materials that accompany the Product(s) being purchased by You are also being granted to any employee of your business, provided the employee agrees to follow the terms and conditions contained in this Agreement at all times during his or her use of the Product. All rights being granted to any of your employees shall expire immediately upon termination of such employee’s employment with your business and You agree that You will cause any employee who uses the Product to promptly return any Product materials then in his or her possession. You are not authorized to: (i) resell or sublicense the Product or any separate Product materials; (ii) copy or reproduce (or allow any third-parties to copy or reproduce), distribute, transmit, or publish the Product or any separate Product materials to the public or any third parties in any form, format, or method including electronic, mechanical, photocopying, recording or electronic information storage and retrieval or any other means, either in its original state or in any subsequently modified state, except for any content included with the Product which is specifically designated for display or publication on your website, as set forth above; (iii) modify the Product or any Product materials, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Product or otherwise attempt to use unauthorized versions of the Product for purposes including (without limitation) building a product or service similar to or competitive with the Product; or (iv) otherwise use the Product or any Product materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit the Product or any Product materials, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of the Product. Notwithstanding any restrictions contained in this license, you have the right to print any Product materials directly for your own personal use. The Product and any applicable Product materials are being licensed, not sold, to You under the terms and conditions of this Agreement. Except as expressly stated herein, this grant of license does not convey any other rights in and to the Product or any Product materials, express or implied, or ownership of any of the Product materials or any intellectual property rights thereto. All rights not expressly granted herein are reserved by us. You may not use the Product or any Product materials in any manner that infringes on the copyrights or proprietary interests of any third party or that is in violation of any law. You may not remove or obscure our copyright notice or any other notices contained in any Product materials.
Term of License and Product Access
Your rights to use the Product or any separate Product materials for your personal or internal business use are perpetual. Upon your completed purchase of the Product, You will receive an email with a link to a separate page on our Website where You will be able to download the Product materials. You must follow the instructions provided to You on that page and click on the designated text link(s) in order to download the Product. If there is any interruption or failure to download the Product materials, please contact us. The download page maybe password protected and in such case You will receive the password in the email containing the page link.
Intellectual Property Notice
All logos or any other trademarks, trade names or service marks, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, tags and metatags and other material part of the Product (collectively “Content”) is protected by copyright, trademark or other proprietary rights by us or our affiliates. No Content may be used without our prior written consent. We retain all right, ownership, title and interest in all Content, whether or not we have registered for or have been granted any such protections under State and/or Federal law.
Purchase Price and Payment Terms
You authorize us to charge your credit or debit card, PayPal account, bank account, etc. You have provided during the check-out process in the amount of the purchase price of the Product(s) stated on our Website at the time of purchase according to the terms of this Agreement. All pricing is in United States currency (USD) unless otherwise stated. We are not responsible for pricing, typographical, or other errors in any offer or price stated on this Website or this Agreement and we reserve the right to cancel any orders arising from such errors. We also reserve the right to cancel any sale made to You if we determine that there were inaccuracies in any Product description or information contained on this Website regarding the Product.
The purchase price shall be paid in full immediately upon your completion of the check-out process and acceptance of this Agreement.
Product Upgrades and Ancillary Products and Services
We may offer Product upgrades, which may include ancillary direct coaching services, as expressly stated on this Website from time to time. If You elect to purchase any upgrade(s) to the Product, then You agree to pay the separate upgrade fee(s) expressly stated on this Website and authorize us to charge this fee to your credit card or other method of payment provided by You upon the payment terms expressly stated on our Website. The terms and conditions contained in this Agreement shall apply to your purchase of any Product upgrade(s) and all separate terms and conditions expressly stated on this Website that apply to any separate Product upgrade shall control your purchase of any such upgrade(s), and such terms are hereby incorporated into this Agreement. All separate upgrade fees are in addition to the stated purchase price of the Product.
RECURRING BILLING EXPRESS CONSENT
When you purchase any Product upgrades and accept these terms, you will be charged on a recurring basis upon the terms expressly stated in this Website during the check-out process. You agree that your acceptance of this Agreement constitutes your express informed consent to the recurring nature of the charges and You authorize us to debit such charges from your credit card or other payment method You have provided upon the due date. You agree that You have been given every opportunity to review the terms before providing your billing information and You understand the recurring nature of the charges that will be deducted by us and that your failure to cancel this Agreement in the future may be relied upon by us as indicating your continued assent to these terms. YOU AGREE THAT YOUR FAILURE TO CANCEL THIS AGREEMENT CONSTITUTES YOUR CONTINUED ACCEPTANCE OF THE RENEWAL OF THE TERMS OF THE PRODUCT UPGRADE AND YOU HEREBY GIVE YOUR CONSENT TO US TO CHARGE YOUR CREDIT CARD OR OTHER PAYMENT METHOD PROVIDED BY YOU ACCORDING TO THE THESE TERMS. You may cancel any upgrade services at any time by sending an email to firstname.lastname@example.org with the subject line “Cancellation.” Include your stated desire to cancel in the body of your email and reference the specific upgrade. Upon receipt of your email, we will send You written confirmation that this Agreement has been terminated and, upon such termination, we will stop debiting your credit card or other payment method. Notwithstanding, if You cancel the upgrade services at any time before payment of the fee due for the period covering the cancellation date, we shall debit your credit card or other payment method after cancellation for this final charge in full. If you cancel this Agreement after we have successfully debited your credit card or other payment method in advance for the period covering the cancellation date, NO refunds or partial refunds shall be provided to You upon cancellation.
All sales are final and no cancellations shall be permitted or any refunds made by us under any circumstances, unless otherwise stated in this Agreement.
Medical/Health Information Disclaimer
All medical and health related information and materials contained on this Website are not intended to be a substitute for professional medical advice and are being provided for general information purposes only. We make no representation and we assume no responsibility for the accuracy of any information contained in or available through our Website or in describing any Products we offer and such information is subject to change without notice. Additionally, we do not promote, endorse, recommend or otherwise provide any opinions or make any representations concerning the effectiveness of any treatment, course of action, test, health provider or product or service referenced in connection with any of our Products. You are encouraged to confirm any information obtained from or through this Website or through your use of any of our Products with other resources, including your physician. UNDER NO CIRCUMSTANCES SHOULD YOU USE ANY OF THE INFORMATION CONTAINED ON THIS WEBSITE OR CONTAINED IN ANY OF OUR PRODUCTS TO DETERMINE WHETHER OR NOT YOU SHOULD DELAY SEEKING ANY MEDICAL TREATMENT, OR PROFESSIONAL MEDICAL ADVICE. WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO YOU FOR ANY TYPE OF DAMAGES YOU MAY INCUR, OF WHATEVER KIND OR NATURE, FROM ANY INFORMATION OR MATERIALS CONTAINED ON THIS WEBSITE OR IN CONNECTION WITH ANY OF OUR PRODUCTS.
ALL PRODUCTS ARE MADE AVAILABLE AND SOLD ON A “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND IS BEING PROVIDED WITHOUT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE QUALITY, USEFULNESS, RELIABILITY OF OR PERFORMANCE OF THE PRODUCT OR THAT THE PRODUCT WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE OF THIS PRODUCT. WE DO NOT WARRANT THAT THE PRODUCT IS APPROPRIATE OR LEGAL IN YOUR JURISDICTION. WE DO NOT GUARANTEE OR WARRANT THAT ANY FILES OR PRODUCT MATERIALS MADE AVAILABLE TO YOU FROM THIS WEBSITE OR ANY OTHER EXTERNAL LOCATION WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER CODE, APPLICATION OR PROGRAM THAT MAY CONTAIN HARMFUL ELEMENTS OR CAUSE DAMAGE TO YOU. YOU AGREE THAT YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SECURITY MEASURES TO PROTECT YOUR COMPUTER OR OTHER DEVICES AND ALL DATA AND ACKNOWLEDGE YOU ARE RESPONSIBLE FOR MAINTAINING A MEANS EXTERNAL TO THIS WEBSITE FOR THE RECONSTRUCTION OF ANY LOST DATA. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET IN GENERAL. WE ARE NOT RESPONSIBLE FOR ANY UNAVAILABILITY, INTERRUPTION OR DELAY WITH ANY SERVERS TELECOMMUNICATIONS OR THIRD PARTY SERVICES (INCLUDING DNS PROPAGATION) NECESSARY TO HOST THIS WEBSITE AND/OR TO PROVIDE ACCESS TO ANY MATERIALS INCLUDED WITH THE PRODUCT, UNDER ANY CIRCUMSTANCES.
Every effort has been made to ensure the completeness and the accuracy of the information contained in the Product materials. However, we make no guarantees, warranties or representations of any kind as to the accuracy of the information contained in the Product materials or regarding the quality of such information, its usefulness or reliability and we do not assume any responsibility for any errors, omissions or any inconsistencies. In addition, events or changes occurring after the Product materials were created may render some of the information contained therein as obsolete, incomplete or inaccurate. You assume the sole risk with regard to the accuracy and reliability of any information contained in the Product materials. Any references made in any Product materials to any established trade names, trademarks, service marks, product names or any other third party intellectual property is strictly used for reference and identification purposes only. No ownership, affiliation or sponsorship exists between us and the owner of any referenced trademark, trade name, service mark, good, service or business that is referenced in any Product materials.
LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER US, OUR OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS, SUCCESSORS AND/OR ASSIGNS (AS APPLICABLE), SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR PURCHASE ANDUSE OF THE PRODUCT INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR REVENUES, LOST DATA OR LOST GOODWILL OR ANY OTHER DAMAGES. YOU AGREE THAT THE COMPANY’S LIABILITY SHALL IN ALL CASES BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT IN QUESTION PAID BY YOU. WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CASUE OF ANY SUCH DAMAGE OR THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTIOUS CONDUCT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR BY ANY OTHER LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE SAME. ACCORDINGLY, YOU AGREE TO WAIVE YOUR RIGHTS UNDER ANY LAWS THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS, INCLUDING CALIFORNIA CIVIL CODE SECTION 1542 IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, OR ANY OTHER APPLICABLE STATE LAWS.
Exceptions to Disclaimers And Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Compliance with Laws
You are solely responsible for compliance with any laws applicable to your purchase of any the products or services made available through this Website. You agree to comply with all applicable laws and regulations of the United States and the various states. Access and use of this Website from any jurisdictions where the products or services being provided are illegal is strictly prohibited and we shall have no liability to You whatsoever in such case. By purchasing any product from us, You represent that the products ordered will be used only in a lawful manner.
- Authority. If You are accepting these terms on behalf of another person or other legal entity, You represent and warrant that You have full authority to bind that person or legal entity to these terms and otherwise have authority to enter into this Agreement on behalf of such other person or legal entity.
- Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
- Arbitration. YOU AGREE TO GIVE UP YOUR RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT OTHER THAN TO PROTECT YOUR INTELLECTUAL PROPERTY BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principals, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement.
Any arbitration proceeding shall be brought and heard exclusively in Los Angeles, California. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA. YOU AGREE THAT A WRITTEN NOTICE REQUESTING ARBITRATION MUST BE PROVIDED TO US WITHIN ONE (1) YEAR AFTER THE ACTS OR OCCURRENCES SUPPORTING SUCH A CLAIM, WITHOUT TOLLING FOR A FAILURE TO DISCOVER SUCH ACT OR OCCURRENCE. If You do not send a written notice to us within the requisite one (1) year period, that claim (or those claims) shall be waived and released and You shall be forever barred from asserting that claim (or those claims) in the future.
- Venue And Choice of Law. Any and all claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or your use of this Website may only be brought exclusively in the Los Angeles Superior Court, situated in Los Angeles County, California, and You hereby expressly give your consent to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration under this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
- Waiver. The waiver by us of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You.
- Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
- Assignment. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under this Agreement without prior written consent by us. Any such attempted assignment, delegation, or transfer will be null and void.
- Survival. Any provisions in these terms which by their nature extend beyond the termination or expiration of any license of the Product will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.
- No Joint Venture or Partnership. Nothing in this Agreement will be construed as creating a joint venture, partnership, agency or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.
- Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill our obligations to You under this Agreement.
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND THAT YOU UNDERSTAND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US.