BLUEPRINT TO YOUR BEST LIFE TERMS & CONDITIONS
Last Updated: March 1, 2024
This monicawray.com Website and Blueprint to a Better Life course(s) Terms & Conditions (“Agreement”) is entered into by and between MLW, LLC, a[n] (“Owner”) and any user or visitor (“You” or “Your”) of the Website and/or Course(s) (defined below) (You and Owner collectively “Parties” and each a “Party”).
1. ACKNOWLEDGMENTS.
1.Website and/or Course(s).
Owner operates the online course known as “Blueprint to a Better Life” with a Website located at www.monicawray.com (“Website”) Your access to and use of the Website and/or Course(s) is conditioned upon Your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users, and others who access or use the Website and/or Course(s).
These Terms and Conditions shall manage your use of our Website at monicawray.com and Blueprint to a Better Life courses course(s) hosted through Thinkific.
These Terms will be applied fully and affect to your use of this Website and/or Course(s). By using the Website and accessing the courses, you agreed to accept all terms and conditions written here. You must not use this Website and/or Course(s) if you disagree with any of these Terms and Conditions.
1.Agreement.
MLW, LLC is permitted to revise these Terms at any time as it sees fit, and by using this Website or taking the courses you are expected to review these Terms on a regular basis.
These Terms constitute the entire agreement between MLW, LLC and you in relation to your use of this Website and/or Course(s), and supersede all prior agreements and understandings.
This Agreement, together with the Owner’s Privacy Policy, and Disclaimer, constitutes a valid and binding agreement between Owner and You, as a user or visitor of the Website and/or Course(s). You hereby agree and acknowledge this Agreement covers all of Your use of the Website and/or Course(s), whether it be from this immediate use or from any other time when You access and use the Website and/or Course(s). By accessing or using the Website and/or Course(s) You agree to be bound by This Agreement. If You disagree with any part of this Agreement, then You may not access the Website or Course(s).
1.Not Minor.
Minors or people below 18 years old are not allowed to use this Website and/or Course(s). You affirm that You are either 18 years of age or older, or an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
1.United States.
The Website and/or Course(s) are controlled and offered by Owner from its facilities in the United States of America. Owner makes no representations that the Website and/or Course(s) are appropriate for use in other locations. Those who access or use the Website and/or Course(s) from other jurisdictions do so at their own volition and are responsible for compliance with their local law.
1.Agency.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. You and Owner are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
2. Privacy.
Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms. By using any of the Services, you acknowledge and consent to our collection and use of information as set forth in the privacy policy.
Owner respects the privacy of its users. Please refer to Owner’s Privacy Policy, which explains how we collect, use and disclose information that pertains to Your privacy. When You access or use the Website and/or Course(s), You signify Your agreement to this Privacy Policy.
3. Disclaimer.
Please refer to Owner’s Disclaimer, which is incorporated herein by this reference. When You access or use the Website and/or Course(s), You signify Your agreement to this Disclaimer.
4. Terms of Service.
Please refer to Owner’s Terms of Service, which is incorporated herein by this reference. When You access or use the Website and/or Course(s), You signify Your agreement to the Terms of Service.
5. FEES & REFUNDS.
5.A You agree to pay either a one-time fee or a monthly fee until the installments have been paid in full.
You may purchase licenses to certain Products and/or Services through a one-time payment or in monthly installments, as specified on the Website and/or Course(s). When you make a purchase, you authorize us to charge the credit, debit card, or PayPal account you provide on a one-time or monthly basis, depending on which payment plan you select.
We reserve the right to cancel any order for any reason. Possible reasons for cancellation include but are not limited to the following: fraudulent orders, incorrect pricing, or non-payment.
To ensure compliance with payments under any installment plan herein, and before the Effective Date, You will provide Owner with Your necessary credit card information (“Account”). You authorize Owner to deduct the amounts due each month under any applicable installment plan from Your Account (“Auto Debit”). No prior notification will be provided to You for each Auto Debit.
This authorization will remain in effect until the fees are paid in full. You agree to notify owner in writing of any changes in the Account information. In the case of an Auto Debit transaction being rejected for insufficient funds (“NSF”), Client will lose access to the course(s).
You certified that You are an authorized user of the Account and will not dispute the scheduled transactions with Your credit card company; provided the transactions correspond to the terms indicated herein.
5.B Refunds.
I am committed to helping you live your best life, which is why I guarantee that if you’ve gone through all of the videos and completed the workbooks and haven’t received a transformation from this online course, you may request a full refund within 30 days of your original purchase (“Refund Period”). Refund requests need to be delivered to the owner at info@monicawray.com. Note: If you selected a payment plan and you do not request a refund within 30 days, you are required by law to complete the remaining payments. Failure to deliver the refund request during the Refund Period will result in your waiver of rights to a refund. A request for a refund also opts you out of the one-on-one calls. If you’ve had at least one one-on-one call with Monica, the course becomes non-refundable.
5.C Notice Regarding Electronic Payment Vendors.
Some payments may be processed through Stripe or other electronic payment vendors. Owner may also provide applications and other services to merchants related to payment processing. Payments may not be processed for certain activities, such as for illegal or other prohibited activities.
If You have a question as to whether a payment will be accepted, then Owner encourages You to check the policies of the applicable vendor. Your relationship with the electronic payment vendors is separate from Your relationship with Owner and is governed by the terms and conditions contained in such vendor’s agreement. Such terms and conditions are available at the respective vendor’s Website and/or Course(s). Owner is not responsible for the actions or omissions of any third-party payment processor.
6. SERVICES
MLW, LLC grants you a non-exclusive, non-transferable, revocable license to use the Services, including the Products (subject to payment, where applicable), for your personal use only, in accordance with these Terms. We reserve all rights that we do not expressly grant in these Terms. We may change, suspend or discontinue any aspect of the Services at any time, including the availability of any feature or content. Without limitation of any of our other rights or remedies at law, in equity or under these Terms, we may terminate your license to use the Services, in whole or in part, including your right to use any Products, without providing any refund or canceling your obligation to make installment payments where applicable, if we determine, in our sole discretion, that you have breached or violated any of the provisions of these Terms.
MLW, LLC grants you (as a student) a limited, non-exclusive, non-transferable license to access and view the courses and associated content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with a particular course or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by an MLW, LLC authorized representative. This also applies to content you can access via any of our APIs or social channels controlled by us.
We generally give a Lifetime Access license to our students when they enroll in a course. However, we reserve the right to revoke any license to access and use courses at any point in time in the event where we decide or are obligated to disable access to a course due to legal or policy reasons, for example, if the course you enrolled in is the object of a copyright complaint, or if we determine its content violates our Terms.
Lifetime Access is for the lifetime of the Service. If for any reason, we should dissolve MLW, LLC or cease to exist, then your access to the Service terminates.
Owner hereby grants you a revocable, non-transferable, and non-exclusive license to access and use the Website and/or Course(s) subject to the terms and conditions set forth in this Agreement. Owner will use commercially reasonable efforts to provide you with uninterrupted access to the Website and/or Course(s) during the Term of this Agreement.
7. YOUR USE OF THE WEBSITE AND/OR COURSE(S).
7.A Your Information.
In order to gain access to the Course(s) and Content, You are required to provide Owner certain registration information, which includes, but is not limited to Your name, email address, phone number, mailing address, and Account if you elect the Installment Plan. Owner uses this information to create an account profile for You so that You can access the Course(s). The above information must be accurate; failure to notify Owner of any changes to this information will constitute a breach of this Agreement.
7.B Content.
The content on the Website and/or Course(s), including without limitation, the text, software, scripts, graphics, files, documents, images, photos, sounds, music, pictures, messages, interactive features, videos, the design of and “look and feel,” all copyrights, and the like (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Owner, subject to copyright, trademark, and other intellectual property rights under the law. Content on the Website and/or Course(s) is provided to you AS IS for Your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Owner. Owner reserves all rights not expressly granted in and to the Website and/or Course(s) and the Content.
Other than the content you own, under these Terms, MLW, LLC and/or its licensors own all the intellectual property rights and materials contained on this Website and/or Course(s). We own the Services, including the Products, and any and all graphics, photographs, artwork, text, software, and other technology, and the contents, design, layout, functions, appearance, and other intellectual property, comprising the Services.
You are granted a limited license only for purposes of viewing the material contained on this Website and/or Course(s) or provided by MLW, LLC. You may not use the Services except as expressly permitted under these Terms.
7.C Restrictions.
You are specifically restricted from all of the following:
publishing any Website and/or Course(s) material in any other media unless you have my full consent;
selling, sublicensing and/or otherwise commercializing any Website and/or Course(s) material;
publicly performing and/or showing any Website and/or Course(s) material without my full consent;
using this Website and/or Course(s) in any way that is or may be damaging to this Website and/or Course(s);
using this Website and/or Course(s) in any way that impacts user access to this Website and/or Course(s);
using this Website and/or Course(s) contrary to applicable laws and regulations, or in any way may cause harm to the Website and/or Course(s), or to any person or business entity; engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website and/or Course(s); using this Website and/or Course(s) to engage in any advertising or marketing, without my permission and full consent.
Certain areas of this Website and/or Course(s) are restricted from being accessed by you, and MLW, LLC may further restrict access by you to any areas of this Website and/or Course(s), at any time, at our discretion. Any user ID and password you may have for this Website and/or Course(s) are confidential and you must maintain confidentiality as well.
You will not, and will not permit any third-party to: (i) distribute or copy in any medium any part of the Website and/or Course(s), including but not limited to Content, without Owner’s prior written authorization; (ii) alter or modify any part of the Website and/or Course(s), including but not limited to, Owner’s technologies; (iii) access Content through any technology or means other than any as authorized by this Agreement or otherwise in writing by Owner; (iv) use the Website and/or Course(s) for any commercial use without the prior written authorization of Owner. Prohibited commercial uses include, but are not limited to, any of the following actions: (a) sale of access to the Website and/or Course(s), Content or services via another Website and/or Course(s) or medium (such as a mobile application); (b) use of the Website and/or Course(s), Content or services for the purpose of gaining advertising or subscription revenue; (c) sale of advertising on the Website and/or Course(s) or any third-party Website and/or Course(s), targeted to the Content; and (d) any use of the Website and/or Course(s), Content or services that Owner finds, in its sole discretion, has the effect of competing with or displacing the market for the Website and/or Course(s) or Content; (v) use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Website and/or Course(s) in a manner that sends more request messages to Owner’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.
Notwithstanding the foregoing, Owner grants the operators of public search engines permission to use spiders to copy materials from the Website and/or Course(s) for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Owner reserves the right to revoke these exceptions either generally or in specific cases; (vi) collect or harvest any personally identifiable information from the Website and/or Course(s), nor to use the communication systems provided by the Website and/or Course(s) for any commercial solicitation purposes; (vii) solicit, for commercial purposes, any users of the Website and/or Course(s) with respect to their User Submissions; (viii) impersonate any person or organization related to this Agreement; (ix) harass any other user of the Website and/or Course(s); (x) circumvent, disable or otherwise interfere with security-related features of the Website and/or Course(s) or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website and/or Course(s) or the Content therein; and (xi) violate any laws.
7.D Third-Party Sites.
The Website and/or Course(s) may contain links to third-parties that have no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party Website and/or Course(s)s. In addition, Owner will not and cannot censor or edit the content of any third-party site. BY USING THE WEBSITE AND/OR COURSE(S), YOU EXPRESSLY RELIEVE OWNER FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITES AND/OR COURSE(S).
8. RESTRICTIVE COVENANTS.
8.A Acknowledgements.
You acknowledge that: (i) Owner’s business is conducted throughout the World; (ii) the covenants contained herein are essential elements of this Agreement and that, but for such covenants, Owner would not have entered into this Agreement with You; (iii) the Website and/or Course(s) will give You access to Owner’s Confidential Information; (iv) Owner has developed a long-standing relationship with its clientele and that the breach of any of the restrictions and covenants set forth herein would cause substantial loss to the goodwill of Owner and cause Owner irreparable harm; (v) the restrictions imposed on You herein and the purposes for such restrictions are reasonable in time, scope and duration and are designed to protect the goodwill, Confidential Information, the continued success of Owner, and Owner’s relationships with its clients; and (vi) the restrictions imposed on You herein in no way are harmful to the public.
8.B Confidentiality and non-compete Information.
8.B1 Defined. Owner’s Confidential Information includes any proprietary, confidential, or secret knowledge, data or matters, whether transmitted in writing, orally, visually or otherwise, used in, associated with, or related to Owner, the current or anticipated business of Owner, the research, development, design, and marketing activities of Owner, and those of any party granting rights to Owner or that has been identified to You, either orally or in writing, together with analyses or documents that contain or otherwise reflect such matters, including know-how, technology, projects of Owner or any other entity that may hereafter become an affiliate thereof, unless otherwise in the public domain other than as a result of disclosure by You (collectively, “Confidential Information”).
Users of our Sites and online courses hereby understand that the tools, processes, strategies, materials, and information presented are copyrighted and proprietary. Users agree not to record, duplicate, distribute, teach, or train the information from our website or online course in any manner whatsoever without our express written permission. Any unauthorized use or distribution of our proprietary concepts, materials, and intellectual property by you or your representatives is prohibited, and Promoter will pursue legal action and full damages if these terms are violated in order to protect its rights.
8.B2 Covenant Not to Use or Disclose Confidential Information. You agree not to use or disclose to any third-party, directly or indirectly, for any reason or in any way, other than at the express written direction of Owner or as required by law, any Confidential Information.
8.C Non-Solicitation.
8.C Clients. During the Term hereof, and for two (2) years after the termination of this Agreement (“Restricted Period”), You shall not solicit or cause another to solicit for the others benefit, or for the benefit of any other person or entity, any client or potential client of Owner without first obtaining the written consent of Owner. The term “Client” shall refer to any individual, business or other entity who was doing business with Owner prior to the date You entered into this Agreement, or who was introduced to Owner by You after the date you entered into this Agreement; and the term “Potential Client” shall refer to any individual, business or other entity who or which was not, at the relevant time, an actual client of Owner but who or which, at such time, had disclosed Confidential Information to Owner regarding his/her/its programs or needs, or to whom or which a proposal for service had been made by Owner.
9. TERM & TERMINATION.
9.A Term.
The Term of this Agreement shall commence on the Effective Date (defined below) and shall end upon termination as described below.
9.B Termination.
You may terminate Your use of the Website and/or Course(s) at any time. Owner may terminate this Agreement, or suspend or terminate Your access to the Website and/or Course(s), at any time, for any reason, if Owner suspects that You have violated any provision of this Agreement and Owner may seek any other available legal remedy. Your rights under this Agreement will terminate automatically if You breach any part of this Agreement or if You terminate Your use of the Website and/or Course(s). You remain solely liable for all obligations related to use of the Website and/or Course(s), even after You have stopped using the Website and/or Course(s). If You are paying the Fees on an Installment Plan and have not paid the Fees in full at the time of termination, the Fees will become immediately due and payable in full at the time of termination of this Agreement.
10. DISCLAIMERS; LIMITATION OF LIABILITY.
In no event shall MLW, LLC, nor any of its officers, directors, and employees shall be held liable for anything arising out of or in any way connected with your use of this Website and/or Course(s) whether such liability is under contract. MLW, LLC, including its officers, directors, and employees shall not be held liable for any indirect, consequential, or special liability arising out of or in any way related to your use of this Website and/or Course(s).
All information and resources found on this site are based on my opinions and/or research unless otherwise noted in our Disclaimers. All information is intended to motivate readers to make their own nutrition, physical, and mental health decisions in collaboration with their healthcare provider(s). I am not a doctor, psychiatrist, psychologist, or therapist, and therefore, do not offer professional advice. We encourage you to read the full list of Disclaimers here. This course does not constitute an attempt to practice any form of therapy. Individuals should consult a licensed clinical mental health care provider for mental health advice and answers to personal mental health questions, especially regarding (but not limited to) traumatic events.
10.A Warranty Disclaimer.
This Website and/or Course(s) is provided “as is,” with all faults, and MLW, LLC expresses no representations or warranties, of any kind related to this Website and/or Course(s) or the materials contained on this Website and/or Course(s). Also, nothing contained on this Website and/or Course(s) shall be interpreted as advising you.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND/OR COURSE(S) OR THE PRODUCTS AND SERVICES AVAILABLE THEREIN SHALL BE AT YOUR SOLE RISK. THE WEBSITE AND/OR COURSE(S), CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE ON THE WEBSITE AND/OR COURSE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, OWNER, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND/OR COURSE(S) AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OWNER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE AND/OR COURSE(S)’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE AND/OR COURSE(S) AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE AND/OR COURSE(S), (IV) ANY BUGS, VIRUSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE AND/OR COURSE(S) BY ANY THIRD-PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE AND/OR COURSE(S). OWNER DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE WEBSITE AND/OR COURSE(S) OR ANY HYPERLINKED WEBSITE AND/OR COURSE(S) OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND OWNER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
10.B Earnings Disclaimer.
THE INFORMATION CONTAINED ON THIS WEBSITE AND/OR COURSE(S) AND THE RESOURCES AVAILABLE FOR DOWNLOAD THROUGH THIS WEBSITE AND/OR COURSE(S) ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. THE CONTENT AND FUNCTIONALITY ON THE WEBSITE AND/OR COURSE(S) IS PROVIDED WITH THE UNDERSTANDING THAT ANY AND ALL USE OF THIS WEBSITE AND/OR COURSE(S) DOES NOT CREATE A FIDUCIARY RELATIONSHIP BETWEEN YOU AND OWNER. OWNER MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, COMPLETENESS, USEFULNESS, APPROPRIATENESS, TIMELINESS, LEGALITY OR OWNERSHIP OF ANY CONTENT, INFORMATION AND/OR MATERIAL CONTAINED ON OR PRESENTED THROUGH THE WEBSITE AND/OR COURSE(S).
10.C No Guarantees.
YOU AGREE THAT OWNER HAS NOT MADE ANY GUARANTEES ABOUT THE RESULTS OF TAKING ANY ACTION, WHETHER RECOMMENDED ON THIS WEBSITE AND/OR COURSE(S) OR NOT. OWNER PROVIDES EDUCATIONAL AND INFORMATIONAL RESOURCES THAT ARE INTENDED TO HELP USERS OF THIS WEBSITE AND/OR COURSE(S) SUCCEED IN LIFE. YOU NEVERTHELESS RECOGNIZE THAT YOUR ULTIMATE SUCCESS OR FAILURE WILL BE THE RESULT OF YOUR OWN EFFORTS, YOUR PARTICULAR SITUATION, AND INNUMERABLE OTHER CIRCUMSTANCES BEYOND THE CONTROL AND/OR KNOWLEDGE OF OWNER. YOU ALSO RECOGNIZE THAT PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME. THUS, THE RESULTS OBTAINED BY OTHERS, WHETHER CLIENTS OR CUSTOMERS OF OWNER OR OTHERWISE, APPLYING THE PRINCIPLES SET OUT IN THIS WEBSITE AND/OR COURSE(S) ARE NO GUARANTEE THAT YOU OR ANY OTHER PERSON OR ENTITY WILL BE ABLE TO OBTAIN SIMILAR RESULTS.
10.D Limitation of Liability.
IN NO EVENT SHALL OWNER, ITS MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, SUPPLIERS OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE AND/OR COURSE(S), CONTENT OR THE PRODUCTS AND SERVICES AVAILABLE ON THE WEBSITE AND/OR COURSE(S).
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU AGREE THAT THE MAXIMUM TOTAL LIABILITY OF OWNER TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT RECEIVED BY OWNER FROM YOU TO ACCESS THE WEBSITE AND/OR COURSE(S) AND/OR USE THE PRODUCTS AND/OR SERVICES. THE LIABILITY OF OWNER SHALL BE LIMITED TO THE ASSETS OF OWNER. NO PERSONAL LIABILITY SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST OWNER’S MANAGERS, MEMBERS, EMPLOYEES OR AGENTS ON ACCOUNT OF THIS AGREEMENT AND YOUR USE OF THE WEBSITE AND/OR COURSE(S). IF YOUR USE OF THE WEBSITE AND/OR COURSE(S), SERVICES, AND/OR PRODUCTS RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. INDEMNITY.
You hereby indemnify to the fullest extent MLW, LLC from and against any and/or all liabilities, costs, demands, causes of action, damages, and expenses arising in any way related to your breach of any of the provisions of these Terms.
You agree to indemnify, defend and hold harmless MLW, LLC, its affiliates, and all partners, officers, directors, owners, agents, or licensors thereof (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and costs, including reasonable attorneys’ fees, sustained by the Indemnified Parties in connection with any claim arising out of Your Content, your use of our Products, or any breach by you or any user of your account of these Terms. You shall cooperate as fully as reasonably required in the defense of any such claim. MLW, LLC reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.
You agree to defend, indemnify and hold harmless Owner, its managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Website and/or Course(s); and (ii) Your violation of any term of this Agreement; (iii) Your violation of any third-party rights, including without limitation any copyright, property or privacy right. This defense and indemnification obligation will survive the Term of this Agreement.
In these Website and/or Course(s) Standard Terms and Conditions, “Your Content” shall mean any audio, video text, images, or other material you choose to display on this Website and/or Course(s). By displaying Your Content, you grant MLW, LLC a non-exclusive, worldwide irrevocable, sub-license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be invading any third-party’s rights. MLW, LLC reserves the right to remove any of Your Content from this Website and/or Course(s) at any time without notice.
12. DISPUTES.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT CONTAINS PROVISIONS THAT GOVERN DISPUTES UNDER THIS AGREEMENT. THE PARTIES AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
12.A Defined.
The term “dispute” means any dispute, action or other controversy between you and Owner concerning this Agreement, whether in contract, warranty, tort, statute, regulation, ordinance or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
12.B Notice of Dispute.
In the event of a dispute, You must give the Owner a notice of dispute, which is a written statement that sets forth the name, address, and contact information for You, the facts giving rise to the dispute, and the relief requested (“Notice of Dispute”).
12.C Mediation.
The Parties will attempt to resolve any dispute through informal negotiation within sixty (60) calendar days from the date of the Notice of Dispute.
12.D Prohibition of Class and Representative Actions and Non-Individual Actions.
You may bring claims against the Owner only on an individual basis and not as part of any purported class or representative action or proceeding.
13. THIRD PARTY PRODUCTS AND/OR SERVICES.
13.A As part of Owner’s Services, Owner may suggest that You acquire, install and use certain third party software or services (“Third Party Software”). Third Party Software is licensed to You by the respective owners or licensees of the Third Party Software. You must agree to the terms and conditions set forth by such owners or licensees before installing Third Party Software, whether Owner assists You in the acquisition, installation, and/or use of Third Party Software. Owner has no responsibility or rights to the Third Party Software and does not license Third Party Software to You or make any representation or warranty regarding the Third Party Software.
13.B Owner may have a monetary relationship a third party selling Third party Software (the “Affiliate” or collectively referred to as “Affiliates”). This clause is provided for the purpose of disclosing Owner’s potential financial relationship with Affiliates, advertisers, sponsors and other third parties that Owner works with. In the event that You decide to purchase a Third Party Software recommended by Owner, Owner may receive additional compensation from that purchase from the Affiliate. Despite the foregoing, Owner and its representatives provide honest opinions and commercial experiences as they relate to the Third Party Software recommended.
13.C
If you subscribe to MLC, LLC, Inc. and provide your phone number, you agree to receive automated marketing text messages from us about our products and services at the phone number you provided when you subscribed. Messages may be sent via automatic telephone dialing system or other technology. You also authorize MLW, LLC to include marketing content in any such messages. You do not have to Opt-In or agree to Opt-In as a condition of purchase.
You can cancel the SMS service at any time. Just text “STOP” to the shortcode. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did before, and we will start sending SMS messages to you again.
As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies.
14. Miscellaneous.
14.A Amendment.
Owner may amend this Agreement at any time and for any reason in its sole discretion. You agree to be bound by any amended Agreement. Continuing use of the Website and/or Course(s) shall constitute acceptance of any amended Agreement.
14.B Assignment and Binding Effect.
MLW, LLC is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
14.C Attorney’s Fees.
You shall be responsible for all costs and expenses, including reasonable attorney fees and costs incurred by Owner in enforcing this Agreement against You.
14.D Calendar Days and Time.
Any reference herein to “day” or “days” shall mean calendar and not business days, unless otherwise expressly granted. If the date for giving of any notice required to be given hereunder or the performance of any obligation hereunder falls on a Saturday, Sunday, or Federal holiday, then said notice or obligation may be given or performed on the next business day after such Saturday, Sunday, or Federal holiday.
14.E Conflict.
If and to the extent any of the terms and provisions of this Agreement contradict or conflict with the terms and provisions of the Owner’s Terms of Service, the terms and provisions of this Agreement shall govern and control.
14.F Headings, Captions, etc.
The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof, are not to be considered in construing this Agreement, and, where inconsistent with the text, are to be disregarded.
14.G Law, Jurisdiction and Venue.
These Terms will be governed by and interpreted in accordance with the laws of the United States of America and the state of Idaho. You agree that any action or dispute between you and MLW, LLC will be resolved exclusively through arbitration in the state of Idaho.
All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Idaho. To the full extent permitted by law, any circuit court in Idaho shall have exclusive jurisdiction over any matter relating to or arising from this Agreement and the parties’ rights and obligations under this Agreement.
14.H Non-Disparagement.
Each party agrees to refrain from making any public or private statement (including starting or joining any group chats, whether on social media or any other forum with any other user of the Website and/or Course(s) or anyone else not a user of the Website and/or Course(s)) about the other or its members, managers, employees or affiliates that would be injurious to the other party’s business or reputation or which would, directly or indirectly, interfere with the business of the other party. You are prohibited from starting or joining any group chats, whether on social media or any other forum with any other user of the Website and/or Course(s) or anyone else not a user of the Website and/or Course(s).
14.I Notice.
Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by email. Notices and communications shall be addressed to, and delivered at, the following address:
If to Owner: Name: MLW, LLC
Email: info@monicawray.com
A notice must be addressed to the recipient signatory at the address stated herein or at the recipient’s last known e-mail address. A notice sent by email shall be deemed given if confirmed by a delivery receipt or a read receipt.
14.J Promotions.
Owner may, from time to time, include contests, promotions, sweepstakes, or other activities (“Promotions”) that require You to submit material or information concerning Yourself. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age and geographic location. You are responsible to read all Promotions rules to determine whether or not You are eligible to participate. If You enter any Promotion, You agree to abide by and to comply with all Promotions Rules. Additional terms and conditions may apply to purchases of goods or services on or through the Website and/or Course(s), which terms and conditions are made a part of this Agreement by this reference.
14.K Publicity.
Owner, in its own discretion, may use You as a customer reference. Serving as a “customer reference” means that Owner may include Your name, photo, logos, success stories, testimonials, and business/brand name on its client list and reference You in its corporate brochure, other printed materials, press releases, social media, and any other medium.
14.L Severability.
If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.
Should any provision, covenant, agreement, or portion of this Agreement or its application to any person or entity be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person or entity shall not be impaired thereby, but such remaining provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law.
14.M Survival Clause.
Unless otherwise provided for herein, all obligations of the parties hereunder not fully performed as of the expiration or earlier termination of the Agreement shall survive the termination of this Agreement.
14.N Users Under Age 13.
The Website and/or Course(s) is not directed to persons under the age of 13. If You become aware that Your child has provided us with personal information without Your consent, please contact Owner at info@monicawray.com. Owner does not knowingly collect personal information from children under the age of 13. If Owner becomes aware that a child under the age of 13 has provided Owner with personal information, Owner will take steps to remove such information. By using this Website and/or Course(s), You are representing to Owner that You are not under the age of 13. If You are under 13 years of age, You are not authorized to use this Website and/or Course(s) or related Courses.
Explicit Language & Mature Content.
The online courses occasionally discuss mature topics and have language that may be considered “explicit.” Users who are uncomfortable with such topics or language should not use our Sites or join the online courses.
14.O Waiver.
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition of this Agreement. If either Party waives a breach of this Agreement by the other Party, that waiver will not operate or be construed as a waiver of later similar breaches.
14.P Acceptance.
You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links is a form of agreement to these TERMS & CONDITIONS.
If you have any questions or concerns, please email owner at info@monicawray.com.