Terms of Use & Agreement

Web Site Terms and Conditions of Use

1. Terms

By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.

2. Use License

Permission is granted to temporarily download one copy of the materials (information or software) on Company's web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
1. modify or copy the materials;
2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
3. attempt to decompile or reverse engineer any software contained on Company's web site;
4. remove any copyright or other proprietary notations from the materials; or
5. transfer the materials to another person or 'mirror' the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

The materials on Company's web site are provided 'as is'. Company makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Company does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall Company or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Company's Internet site, even if Company or a Company authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on Company's web site could include technical, typographical, or photographic errors. Company does not warrant that any of the materials on its web site are accurate, complete, or current. Company may make changes to the materials contained on its web site at any time without notice. Company does not, however, make any commitment to update the materials.

6. Links

Company has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Company of the site. Use of any such linked web site is at the user's own risk.

7. Site Terms of Use Modifications

Company may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

8. Governing Law

Any claim relating to Company's web site shall be governed by the laws of the State of New York without regard to its conflict of law provisions.

PROGRAM & COURSE AGREEMENT

I AGREE" below, you ("Client") are entering into a legally binding agreement with StrengthsDNA, LLC ("Company"), a Michigan company, according to the following terms and conditions:

1. COMPANY'S SERVICES. Upon execution of this Agreement, electronically, verbally, or otherwise, the Company agrees to render services related to education, seminar, consulting, coaching, and/or business-coaching (the "Program" or "Course"). The terms of this Agreement shall be binding for any further goods/services supplied by Company to Client.

2. COMPENSATION. Client agrees to compensate Company according to the payment schedule set forth on Company's website and the payment plan selected by Client (the "Fee"). All payments must be made in USD (United States Dollars).

2a. NON CONFORMANCE OF PAYMENT. If failure to pay, the Company has the right to hire a lawyer to retrieve the funds owed to the Company. If Client does not win the case, Client shall pay for all of Company's lawyer fees on top of amounts owed to Company. Company shall charge a 5% (five-percent) late penalty to all balances that are not paid in a timely manner by Client (30 days overdue).

3. REFUNDS. Refunds will be honored through the start of the Program (Soul Brand). Once the Program (Soul Brand) has started, Client will agree to pay the program in full and refunds cannot be honored. For all other self-study Courses, refunds will be honored at any time if you are not satisfied.

4. CHARGEBACKS AND PAYMENT SECURITY. To the extent that Client provides Company with Credit-Card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth herein. If client uses a multiple- payment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Company in advance.

5. NO RESALE OF SERVICES PERMITTED. Client agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Program or Course (including course and Program & Course materials), use of the Program, or access to the Program. This agreement is not transferrable or assignable without the Company's prior written consent.

6. NO TRANSFER OF INTELLECTUAL PROPERTY. Company's copyrighted and original materials shall be provided to the Client for his/her individual use only and a single-user license. Client shall not be authorized to use any of Company's intellectual property for Client's business purposes. Client shall not be authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written content of the Company. All intellectual property, including Company's copyrighted course or Program or Course materials, shall remain the property of the Company. No license to sell or distribute Company's materials is granted or implied.

7. LIMITATION OF LIABILITY. By using Company's services and enrolling in the Program, Client releases Company, it's officers, employees, directors, and related entities from any and all damages that may result from anything and everything. The Program is only an educational/coaching service being provided. Client accepts any and all risks, forseeable or nonforseeable, arising from such transactions. Regardless of the previous paragraph, if Company is found to be liable, Company's liability to Client or to any third party is limited to the lesser of (a) the total fees Client paid to Company in the one month prior to the action giving rise to the liability, and (b) $1,000. All claims against Company must be lodged with the entity having jurisdiction within 100-day of the date of the first claim or otherwise be forfeited forever. Client agrees that Company will not be held liable for any damages of any kind resulting or arising from including but not limited to; directed, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company's services or enrollment in the Program. Client agrees that use of Company's services is at Client's own risk.

8. DISCLAIMER OF GUARANTEE. Client accepts and agrees that she/he is 100% responsible for his/her progress and results from the Program. Client accepts and agrees that she/he is the one vital element to the Program's (or Course's) success and that Company cannot control Client. Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herin. Company and its affiliates disclaim the implied warranties of titles, merchant ability, and fitness for a particular purpose. Company makes no guarantee or warranty that the Program/Course will meet Client's requirement(s) or that all clients will achieve the same result.

9. PROGRAM and COURSE RULES. To the extent that Client interacts with Company staff and/or other Company clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients. Client agrees to abide by any Program and Course rules presented by Company. The failure to abide by Program rules shall be cause for termination of this Agreement. In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the Fee.

10. USE OF PROGRAM and COURSE MATERIALS. Client consents to recordings being made of courses and the Program or Course. Company reserves the right to use, at its sole discretion, course or Program or Course materials, videos and audio recordings of courses, and materials submitted by Client in the context of the course(s) and the Program for future lecture, teaching, and marketing materials, and further other goods/services provided by Company, without compensation to the Client. Client consents to its name, voice, and likeness being used by Company for future lecture, teaching, and marketing materials, and further other goods/services by Company, without compensation to the Client.

10a. USE & OWNERSHIP OF GALLUP® INC. PROGRAM MATERIALS. As part of this Program or Course, Company may use, provide, or reference Gallup®, Inc. copyrighted materials. Company does not own these materials or trademarks, but has paid to use these materials in Company's coaching programs and practice through a Gallup Coaching Kit. The following is the Gallup® intellectual property statement: "This document contains proprietary research, copyrighted materials, and literary property of Gallup, Inc. It is for the guidance of your organization only and is not to be copied, quoted, published, or divulged to others outside your organization. All of Gallup, Inc.'s content is protected by copyright. Neither the client nor the participant shall copy, modify, resell, reuse, or distribute the program materials beyond the scope of what is agreed upon in writing by Gallup, Inc. Any violation of this Agreement shall be considered a breach of contract and misuse of Gallup, Inc.'s intellectual property. This document is of great value to Gallup, Inc. Accordingly, international and domestic laws and penalties guaranteeing patent, copyright, trademark, and trade secret promotion safeguard the ideas, concepts, and recommendations related within this document. No changes may be made to this document without the express written permission of Gallup, Inc. Gallup®, StrengthsFinder®, Clifton StrengthsFinder®, and each of the 34 Clifton StrengthsFinder theme names are trademarks of Gallup, Inc. All other trademarks and copyrights are property of their respective owners." According to the Terms of Use of the Gallup® Strengths Content and Materials, Company is allowed to use the content on the Gallup Strengths Center website, and from the Strengths Coaching Kits for personal or organizational purposes. Materials may not be copied or republished, except for those items included on the Coaching Kit portable media device and are specifically designed for republication for personal or organizational purposes. Gallup reserves the right to audit any user-created content. By purchasing or accessing Strengths Content for someone other than Company, Company agrees to comply with the additional Professional Conduct Rules set by Gallup, Inc. All Gallup®, Inc., StrengthsFinder®, or Clifton StrengthsFinder®, the 34 Clifton StrengthsFinder® theme names materials are a registered trademark of Gallup, Inc., not of Company.

10b. OWNERSHIP OF INDIVIDUAL STRENGTHS. The individual who participated in the StrengthsFinder® assessment owns his or her results, regardless of whether the individual purchased the Access Code, or the Access Code was purchased for his or her benefit by the Company. Only the individual can give permission to share his or her results. If Company purchases StrengthsFinder access for an individual client, Company may be granted access to the results, but Client will still own the results, and the Company may not share the individual results without prior consent from the Client. If Company receives access to individual Client results, Company has obligation to protect the privacy and confidentiality of the Client.

10c. STRENGTHS PRODUCTS. Gallup is not a party to this Agreement, and shall have no liability whatsoever with respect to any of the services that are the subject of this contract. The services I provide under this contract are not provided, warrantied, or sponsored by Gallup.

10d. NOT AUTHORIZED REPRESENTATIVES OF GALLUP. The non-Gallup information Client receives has not been approved and is not sanctioned or endorsed by Gallup in any way. Opinions, views, and interpretations of StrengthsFinder® results are solely the beliefs of Company or its affiliated - StrengthsDNA, LLC and Joy Martinez.

11. NO SUBSTITUTE FOR MEDICAL TREATMENT. Client agrees to be mindful of his/her own wellbeing during the course or Program or Course and seek medical treatment (including, but not limited to psychotherapy), if needed. Company does not provide medical, therapy, or psychotherapy services. Company is not responsible for any decisions made by Client as a result of the coaching and any consequences therof.

12. TERMINATION. In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due here under shall be immediately due and payable. Company shall be allowed to immediately collect all sums from Client and terminate providing further services to Client. In the event that Client is in arrears of payments to Company, Client shall be barred from using any of Company's services.

13. CONFIDENTIALITY. The term "Confidential Information" shall mean information which is not generally known to the public relating to the Client's business or personal affairs. Company agrees not to disclose, reveal or make use of any Confidential Information learned of through its transactions with Client, during discussion with Client, the coaching session with Company, or otherwise, without the written consent of Client. Company shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. All correspondence and documents/files provided will be treated as confidential between the Client and Company, unless consent (verbal, electronic e-mail, or written) has been granted by both Client and Company. Confidential information does not include (a) any information that is in the public domain, (b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the receiving party before obtaining access to it under this Agreement or properly received from a third party without an obligation of confidentiality.

14. NON-DISPARAGEMENT. In the event that a dispute arises between the Parties or a grievance by Client, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. In the event of a dispute between the Parties, the parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.

15. INDEMNIFICATION. Client shall defend, indemnify, and hold harmless Company, Company’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements - which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. Client shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Company recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.

16. CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this Contract and any marketing materials used by Company, Company’s representatives, or employees, the provisions in this Agreement shall be controlling.

17. CHOICE OF LAW/VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of Michigan, Kent County pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non- prevailing party in order to enforce the provisions of this Agreement.

18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.

19. SURVIVABILITY. The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.

20. SEVERABILITY. If any of the provisions contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof.

21. COMPLIANCE WITH LAWS. Company shall, with all reasonable effort, comply with the applicable rules and regulations, such as the Americans with Disabilities ("ADA"). However, Company and it's affiliates are not experts and make no representations or warranties in connection with compliance with such rules, codes or regulations.

22. OTHER TERMS. Upon purchasing any of StrengthsDNA, LLC Programs or Courses, the Parties agree that any individual, associate, and/or assign shall be bound by the terms of THIS AGREEMENT. A facsimile, electronic, or e-mailed executed copy of this Agreement shall constitute a legal and binding instrument with the same effect as an originally signed copy. A copy of this agreement can be made available to you upon request: [email protected].