Terms of Use
This document contains important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. These Terms of Use (this “Agreement”) are effective and published as of April 1, 2023. Any Member (as defined below) of the Community (as defined below) hereby agrees to the terms of this Agreement and the accompanying terms and conditions with respect to such Community upon purchase of the membership and acceptance as a Member (as defined below). In the event of any conflict between the terms of this Agreement and the terms and conditions of purchase, the terms and conditions of purchase shall control.
General.
Welcome to the WMNûp Community Membership! Emily Cassel International LLC (the “Company,” “we,” “us,” or “our”) provides our website platform emilycassel.com (the “Website”) and the services and community platform (which may be hosted on a third party platform) (the “Platform”) included with purchase of a WMNûp Community Membership, as outlined in Section 3 below (the “Services” and together with the Website individually and collectively, the “Community”) available for use, and we invite you to access and use our Membership.
We provide those who purchase a WMNûp Community Membership (each, a “Member” and, collectively, “Members,” “you” or “your”) access to the Community subject to this Agreement, which may be updated from time to time without notice to you. By becoming a Member, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement and our Privacy Policy, which is hereby incorporated by reference.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Becoming a Member of the Community.
Upon payment of the Payment (defined below), you will become a Member. The Company is under no obligation to accept any individual as a Member and may accept or reject any membership in its sole and complete discretion. In addition, the Company may deactivate any account at any time, including, without limitation, if it determines that a Member has violated this Agreement. If the Company deactivates a Member’s account upon determining that the Member has violated this Agreement, the Member will not be entitled to a refund of their Payment.
Description of Services.
We provide Members with the Services described in this Section 3:
Monthly 1-Hour Training with Emily: Each month, WMNûp Founder, Business Strategist and Leadership Coach, Emily Cassel, will host a live training to help you optimize your business, life, and leadership, and continue nurturing and building new skills and sustainable perspectives as you build momentum and tend to the foundations of your business. Sessions will be hosted on Zoom, and recordings will be added to your course portal in Thinkific.
Monthly Virtual Members-Only Events: The Community will gather together to get to know each other as people for some pure connection and community building, without the expectation of learning something or putting your thinking cap on. This is a come-as-you-are casual gathering to meet and connect with inspiring women doing innovative work in the world.
A Vibrant Circle Community: As soon as you become a Member, you’ll gain immediate access to our vibrant community in Circle to receive support and feedback on what you’re working on, connect and collaborate, share your work, and create consistency through structured prompts on a weekly basis. We encourage you to lean into the support available here as much as you’d like. The more you encourage you to lean into the support available here as much as you’d like. The more you put into this space, the more you’ll get out of it!
Fillable Tools, Templates and Tutorials: Each month, Emily will create and add a new fillable tool, template, or tutorial to help you stay organized, clear and moving forward in your business with structure that creates flow. These resources will be housed in your Thinkific course portal.
Instagram Live Member Spotlight Interview with Emily: As part of your new Member onboarding process, you are invited to schedule a day and time to go LIVE on Instagram with Emily to share your work and bring more visibility to your business.
Access to E-Course Library: As a Member, you will receive bonus access to Emily’s e-course library including the Initiation and Elevate Your Year Masterclass for hours of on-demand trainings from Emily to dive into the most relevant resources as you need them!
Exclusive Pricing and Access to Other Programs and Services: You will receive first access and Members-only pricing on Emily’s other services and experiences (like retreats, coaching, masterminds, training programs, and live events).
Community Guidelines
The Company’s Community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Community, you agree you will comply with all applicable laws in your use of the Community and will not use the Community for any unlawful purpose. In addition, you agree to comply with the following guidelines:
You will not upload, post, email, transmit, or otherwise make available any content that:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information.
You will not “stalk,” threaten, or otherwise harass another person;
You will not spam or use the Community to engage in any commercial activities;
If you post any content, you will stay on topic;
You will not access or use the Community to collect any market research for a competing business;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with or attempt to interrupt the proper operation of the Community through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Community through hacking, password or data mining, or any other means;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website;
You will not use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Website for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and;
You will let us know about inappropriate content of which you become aware. You agree to provide us immediate notice within twenty-four (24) hours of any violation of this Agreement. If you find something that violates these guidelines, please let us know, and we’ll review it.
We reserve the right, in our sole and absolute discretion, to deny you access to the Community, or any portion of the Community, without notice, and to remove any content that does not adhere to these guidelines.
Restrictions
The Community is only available for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it and agree to it.
Sign-in Name; Password; Unique Identifiers
During the Member registration process, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Member, and sharing your access credentials with others (especially if they are using your credentials to access our proprietary Content (as defined below)) is a material breach of this Agreement. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Community using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.
Sale of Products and Services.
a. Sale of Products.
The Company may offer, sell, license or otherwise make available various products through the Community, some of which may be available exclusively online or in-person or in limited quantities. Prices for, and descriptions of, any products offered on or through the Community are subject to change without notice and in the sole discretion of the Company. All information and descriptions of products provided are for your information only. The Company reserves the right to discontinue any product at any time.
b. Order.
To be eligible to place an order on the Website, you must be of legal age in your country of residence and a consumer, not a reseller. The Website is intended solely for the Company to sell products direct to end consumers, and the purchase of products for resale is strictly prohibited.
Your order is not binding until accepted by the Company. The Company reserves the right to (i) refuse, (ii) not process, (iii) limit the quantity per person or per household or per order, or (iv) cancel your order provided that it abides by applicable law, including, without limitation, if the product is not available or in stock, due to geographic location or jurisdiction, if your payment information is declined, if the Company suspects the order is fraudulent or as the Company may determine in its sole and absolute discretion. In addition, the Company reserves the right to limit or prohibit orders that, in the Company’s sole discretion, appear to have been placed by retailers, dealers, resellers or distributors. In the event the order is not processed or canceled, you will either not be charged or will be refunded, respectively.
c. Payment & Billing.
As consideration for any purchase you make on the Platform, you shall pay the Company all applicable fees and taxes. Sales transactions conducted on or through the Website will take place through a third-party online shopping cart system (the “Shopping Cart”) and will be subject to any additional terms and conditions of the third-party vendor hosting the Shopping Cart. Once you proceed to “check-out” or the like, you will be able to review your order, update quantities, remove items, and enter promotional codes, if any, as applicable. Prices listed or shown on the Website may be different from the price shown in the Shopping Cart. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. All amounts owed must be paid in U.S. dollars.
You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Sign-In Name or Password). You represent and warrant that you have the right to use all payment methods provided. By providing your payment information, you authorize us to share your payment information with third party service providers to (i) process the transaction, (ii) pay applicable fees and taxes, and (iii) pay any app or processing fees.
You hereby authorize the Company to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand.
All payments are non-refundable and non-transferable except as expressly provided in writing by the Company.
d. Membership.
You can purchase a yearly membership (“Membership”) to the Community through a single annual payment or a total of 12 monthly payments (the “Payment”). You are fully responsible for making all payments in full on or before their due date as may be established on the Website or in a separate document or communication from the Company to you which is hereby incorporated by reference. A description of the features associated with the Membership and the price of the Subscription is available on the Website and in any event, always before the point of purchase.
All amounts are payable and charged for (i) one off purchases, and (ii) for a yearly Membership, at the beginning of the Membership and, since the Membership renews automatically, again at the time of renewal for each additional period of time equal to the initial Membership term until it is canceled. The Membership must be canceled at least seven (7) days before the renewal to avoid being billed for the next Membership period. You can cancel the renewal of your Membership at any time by emailing us at heywmnup@gmail.com. You will not receive a refund for fees that have already been paid for your current Membership period, and you will retain access to the Community until the end of your Membership period. The Company reserves the right to change the price of any Membership at any time provided that the Company provides notice to you in advance of such date becoming effective. If you do not agree with the pricing changes, you may cancel your Membership.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the Company regarding future functionality and features.
e. Digital Products.
The sale of digital products is subject to the intellectual property provisions set forth in Section 8 below. Risk of loss for digital products transfers to you when you download or access the digital product. In addition to the indemnification set forth in Section 11, you agree to defend, indemnify, and hold us and our officers, directors, employees, agents, owners, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your use of the digital products.
f. Physical Products.
The order of a physical product is accepted when the physical product is shipped to you. The title to and risk of loss for all physical products that are to be delivered to you shall pass to you upon delivery of the physical product to the carrier. The Company may not ship physical products on holidays and weekends. Upon delivery, please inspect the packaging for damage. If the package appears damaged, please do not accept the package. Physical products are subject to our return policy.
g. Payment Collections & Disputes.
You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details. If you have any questions or concerns, you agree to email us at heywmnup@gmail.com first to resolve the issues and furthermore agree that you will not cancel or reject any credit card or third-party processing charges unless you’ve made a reasonable effort to resolve the issue with the Company directly.
Intellectual Property
The Website and the Platform contain material, such as videos, coursework, lesson plans, training modules, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of the Company (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
Members may view all publicly-available Content for their own personal, non-commercial use. Members who have purchased any product or service, may download onto their own machines and view any Content contained in such purchased product or service for their own personal, non-commercial use. Other than as expressly set forth in the immediately two prior sentences, you have no other rights in or to the Content (other than your own Member Content that you post within the Community), and you will not use the Content except as permitted under this Agreement. No other use is permitted without the prior written consent of the Company. The Company retains all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Community automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed in the Community are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located in the Community may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Company Trademarks, the “Trademarks”). Nothing in the Community should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Company Trademarks inures to our benefit.
Elements of the Community are protected by trade dress, trademark, copyright, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
Member Content; Licenses.
As noted above, the Community provides Members the ability to post and upload Member Content. You expressly acknowledge and agree that once you submit your Member Content for inclusion in the Community, it will be accessible by others, and that there is no confidentiality or privacy with respect to such Member Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT THE COMPANY, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR MEMBER CONTENT THAT YOU UPLOAD, POST, EMAIL, OR OTHERWISE TRANSMIT VIA THE COMMUNITY.
You retain all copyrights and other intellectual property rights in and to your own Member Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Member Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your Member Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related Member Content permitted by the previous sentence and/or to advertise and promote the Community, the Company, and our products and services. Without limiting the foregoing, you acknowledge and agree that uses of your Member Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such Member Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.
If you submit Member Content to us, each such submission constitutes a representation and warranty to the Company that such Member Content is your original creation (or that you otherwise have the right to provide the Member Content), that you have the rights necessary to grant the license to the Member Content under the prior paragraph, and that it and its use by the Company and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our the guidelines listed in Section 4.
Unsolicited Submissions; Communications with Us.
We and our employees do not accept, review, or consider any unsolicited ideas, suggestions, works, materials, proposals, or content, including for books, stories, articles, scripts, fan fiction, animations, shows, classes, ad campaigns, promotions, products, services, product names, content, or other creative materials (collectively “Unsolicited Submissions”). Please do not send or provide us any Unsolicited Submissions in any form. It is our company policy to delete any such Unsolicited Submission without reading it.
The purpose of this Section is to avoid potential misunderstandings or disputes when our products, services, or content might seem similar to an Unsolicited Submission you provided to us. If, despite our request that you not send us your Unsolicited Submissions, you still submit them, then regardless of what your correspondence says, the following terms will apply to your Unsolicited Submissions.
You acknowledge that no fiduciary or confidential relationship now exists between you and us, and you further acknowledge that no such relationships are established between you and us by reason of your submission of any Unsolicited Submissions.
You acknowledge that materials (or portions thereof) developed, created, acquired, licensed, or otherwise obtained by us, or third-party materials to which we have had access, may be similar or identical to the Unsolicited Submission (or portions thereof) in theme, idea, plot, format, and/or other respects. You agree that you will not be entitled to any compensation because of the use of any such similar or identical material. In this connection, you hereby release and absolutely and forever discharge us of and from any and all claims, damages, legal fees, costs, expenses, debts, actions, and causes of action of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected, asserted or unasserted, which you now have, or at any time heretofore ever had or which you may have in the future, against us which in any way arise out of or in connection with any such similar or identical material.
Although we encourage you to email us feedback and questions about our existing products and services, we do not want you to, and you should not, email us any content that contains proprietary or confidential information. In addition, any such feedback and questions you send to us will be deemed non-confidential and not proprietary, and we shall be free to use and redistribute them on an unrestricted basis without compensation or attribution to you.
Disclaimers; No Warranties; Limitations of Liability.
Nothing in the Community is professional advice. This Community and all information provided by the Company is for educational and informational purposes only. The testimonials provided are from customers, and their results may not be the average result. Results are not guaranteed. The Company hereby expressly disclaims all liability it may have with respect to any actions taken, or not taken, based on the information provided by the Company.
In addition to the foregoing, you hereby understand and agree that any information provided by the Company is not intended, designed or implied to diagnose, treat or prevent any condition, disease or medical occurrence, to determine and/or report the status of your health or be a substitute for professional medical care. Not all activities are recommended for everyone.
Do not use the Community while driving, operating machinery or performing any other tasks that require attention and care. You agree that you are solely responsible for your use of the Community.
THE COMMUNITY AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE COMMUNITY WILL OPERATE ERROR-FREE OR THAT THE COMMUNITY, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE COMMUNITY OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM OR THE CONTENT SHALL BE LIMITED TO THE FEES YOU HAVE PAID US IN CONNECTION WITH ANY PURCHASES YOU HAVE MADE FROM US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED THE ANNUAL MEMBERSHIP FEE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE COMMUNITY MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED IN THE COMMUNITY. THE COMMUNITY MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE IN THE COMMUNITY DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE COMMUNITY AT ANY TIME WITHOUT NOTICE.
External Sites.
The Community may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. Representations; Warranties; and Indemnification.
(a) If you are a Member, you hereby represent, warrant, and covenant that:
You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Member Content and any other works that you incorporate into your Member Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
Use of your Member Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
You shall not submit to the Community any Member Content that violates the guidelines set forth above or any other term of this Agreement.
(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, owners, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Community; and/or (iii) your violation of any third-party rights, including, without limitation, any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
Compliance with Applicable Laws.
The Community is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Community or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Termination of the Agreement.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Community, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Community at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Fees and Payment” (until you pay all fees and taxes due hereunder), “Intellectual Property,” “Member Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”
Media Release.
You hereby irrevocably (i) agree and consent to allow the Company and its agents and representatives to take photos and videos of you and the Member Content; (ii) permit, authorize, and license the Company and its affiliates, legal representatives, successors, licensees, agents and assigns to use, re-use, publish and re-publish any photos and videos of your image, likeness, name, statements and testimonials for any purpose in perpetuity including, without limitation, any marketing, advertising, promotion, and other commercial and business purposes and in any medium, format, or platform now existing or hereafter created including, without limitation, use in its portfolio, as part of paid promotions and advertisements, and on its website, Facebook, Instagram or other social platforms without further consent, review or approval from or any royalty, payment, or other compensation to you provided that such use does not disclose any confidential information of yours; and (iii) to the fullest extent permitted by applicable law, you hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses arising directly or indirectly from the rights transferred in this Section 15. You hereby understand and agree that the Company is relying on this Section 15 of this Agreement and will incur significant expense in reliance on this Section 15, and you agree that your consent to this Section 15 cannot be terminated, rescinded, or modified, in whole or in part.
Non-Disparagement.
Each party hereby agrees that they will not engage in any conduct or communications with a third party, public or private, designed to disparage the other party. Each party hereby agrees that they will not directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory toward, each other or any of its programs, members, owner directors, officers, affiliates, subsidiaries, employees, agents or representatives.
Digital Millennium Copyright Act.
The Company respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
EMILY CASSEL INTERNATIONAL LLC
1872 STAFFWOOD RD JOHNS ISLAND, SC 29455
EMILY@WMNUP.CO
If you believe that your work has been copied in the Community in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Controlling Law.
This Agreement and any action related thereto will be governed by the laws of the State of South Carolina without regard to its conflict of laws provisions.
Binding Arbitration.
In the event of a dispute arising under or relating to this Agreement, the Content, the Website, or the Community (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules www.adr.org and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States in the county of Charleston County in the State of South Carolina. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 21 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
Class Action Waiver.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Equitable Relief.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of South Carolina, Charleston County for purposes of any such action by us.
Force Majeure.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from events outside of the party's reasonable control ("Force Majeure Events"), including but not limited to: (a) acts of God; (b) flood, fire, earthquake, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The affected party shall resume performance under this Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.
Miscellaneous.
Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. We may modify this Agreement at any time, in our sole discretion without notice to you. Continued use of the Platform will constitute acceptance of this Agreement as modified.