Program and Community Terms & Conditions

Program and Community Terms and Conditions

You and the Service Provider enter an agreement pursuant to, and in accordance with, the terms and conditions of these Terms and agree as follows:

1. Definitions

Unless the context requires otherwise and unless explicitly defined elsewhere in these Terms, capitalised terms and expressions in these Terms are defined terms and expressions which shall have the following meaning:

(a) “Confidential Information” means, in relation to a Party, all information (whether the information is in oral or written form or is recorded in any other medium):

(i) about or pertaining to the business of that Party, its affiliates, or their respective clients, suppliers, or business associates (including but not limited to information on products, technology, IT operations, intellectual property rights, know-how, financial information, and personal data), which is disclosed to the other Party, its affiliates or their respective personnel or contractors (or personnel of a contractor), or which is acquired by or otherwise comes to the knowledge of the other Party) in connection with the Program Content;

(ii) the contents of these Terms;

(iii) all information identified by a Party as confidential; and

(iv) all other information of which the other Party knows or should reasonably know to be of a confidential nature;

(b) “Program Content” means all content made available to You which includes, but is not limited to, text, images, photos, posts, logos, marks, graphics, designs, files, services, products, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials on and contained in the Platform or otherwise by or on behalf of the Service Provider to educate You on strategies and tools to help You become more independent in overcoming pain under the brand name Clarify & Conquer^TM;

(d) “Party” means either of the Parties;

(e) “Platform” means the platform “Kajabi” used by the Service Provider on which the Program Content is made available to You and the Group Platform.

(f) “Registration” means the moment You submit the Registration Form and create Your Account;

(g) “Registration Form” means the registration form provided via Kajabi or otherwise to You by the Service Provider to register for access to the Program Content;

(h) “Service Provider” means Venture Out Wellness, PLLC, a Florida Limited Liability Company, having its registered business address at 2779 Gulf Breeze Parkway, Gulf Breeze, FL, 32563;

(i) “Terms” means these online program terms and conditions; and

(j) “You” or “Your” means any (natural or legal) person who has agreed to and is, therefore, bound by these Terms.

2. Age

2.1 You represent and warrant that:

(a) You are at least 18 years of age; or

(b) if You are the age of 13 years or older but younger than the age of 18 years, You have been given the prior consent (one of) Your parent(s) or legal guardian(s), to enter these Terms.

2.2 The Service Provider makes no representation that the Program Content is available or appropriate for use by individual persons below the age of 18.

2.3 If You are younger than the age of 13 years, the Service Provider does not permit You to access Your Account, the Platform, or the Program Content.

3. Account

3.1 In order to access the Platform and the Program Content, You are required to create a user account at Registration (hereinafter referred to as; Your “Account”).

3.2 By creating Your Account, You represent and warrant that all information provided for the creation of Your Account is accurate, complete, and current. You agree to maintain and update, as soon as reasonably possible, Your Account information so that it remains accurate, complete, and current.

3.3 In order to create Your Account, You may be required to choose a username and/or password. You are responsible for keeping Your username and password confidential.

3.4 Your Account may be used by You only. You may not provide access to Your Account or in any way make Your Account or any information relating to Your Account, including, but not limited to, Your username and password, available to any third party.

3.5 Regardless of whether a third party is or was authorised by You to access or use Your Account, You are and remain at all times responsible for any and all use of Your Account and that any and all use of Your Account is fully compliant with the provisions of these Terms.

3.6 You acknowledge and agree that the Service Provider may rely on the username of Your Account, if applicable, to identify You.

4. (Un)permitted use & communications

4.1 You are granted a non-exclusive, limited, revocable, non-transferable, non-sublicensable license to use the Program Content for Your own personal, non-commercial, informational and educational use and insofar as You do not violate any copyright, trademark, and other intellectual property or proprietary rights (hereinafter referred to as; the “License”).

4.2 Any intellectual property rights remain exclusively vested in the Service Provider, its licensors, or its suppliers.

4.3 You acknowledge and agree that You are not permitted to:

(a) share, edit, modify, copy, reproduce, enhance, reverse engineer, (re)distribute, transfer, transmit, sell, resell or in any way exploit the Program Content;

(b) collect or use descriptions or prices of the Program Content; or

whether free or paid, without the express consent of the Service Provider given by email.

4.4 You shall not use the Program Content to teach any third party or publish on any platform, any of the information, methods, solutions, or formulae contained in or derived from the Program Content.

4.5 Sharing, distributing, or otherwise allowing any third party to access Your Account, the Program Content, or the Group Platform (including but not limited to disclosing or transferring Your login credentials, account username, password, private links, or copying, recording, or redistributing content in any form) is strictly prohibited. The Service Provider reserves the right, at its sole discretion, to immediately suspend or terminate Your access to the Program, the Group Platform, and/or Your Account without refund if the Service Provider has reason to believe You have violated this policy.

4.6 You may use the Platform and the Program Content exclusively for Your own use and for lawful purposes. You agree not to:

(a) use or distribute any kind of malicious software, data gathering or extraction tools, or harmful information or material on the Platform, including, but not limited to, robots, data mining, computer viruses, or spyware;

(b) make any attempts to hack or gain unauthorised access to any part of the Platform; and/or

4.7 You shall be liable for damages resulting from the breach or violation of any provision contained in these Terms.

5. Responsibilities, disclaimers, representations and warranties

5.1 The Program Content, Your Account, and the Platform are provided “as is” and “as available.”

5.2 The Program Content is facilitated through the Platform. It is Your responsibility to ensure that You have the proper technology, hardware and software, along with access to Wi-Fi, to be able to access and use the Platform and the Program Content.

5.3 The description of the Program Content is intended to indicate only the general nature of the Program Content and does not guarantee the content.

5.4 The Service Provider is not responsible if You fail to meet the requirements for the Program Content. You are responsible for allocating sufficient time to allow You to successfully complete the Program Content.

5.5 The Program Content is for informational and educational purposes only. The Program Content is general information and is not, and should not be, construed as, any kind of professional advice. These are the personal opinions of the Service Provider only.

5.6 The Service Provider makes no representations, guarantees, or warranties regarding potential income or business results that may result from the Program Content, and the Service Provider specifically disclaims any and all warranties relative to earning potential or business results.

5.7 The Service Provider does not represent, warrant, or guarantee that the Program Content, Your Account, or the Platform will be true, accurate, complete, current, or free from errors or omissions.

5.8 The Service Provider is not responsible for: (i) the effectiveness of the Program Content, Your Account, or the Platform; (ii) any results in relation to or outcomes from the Program Content, Your Account, or the Platform; or (iii) any decisions made by You or any other third party based on the Program Content and/or any results in relation to or outcomes from the Program Content. The Service Provider does not represent, warrant, or guarantee the effectiveness of the Program Content, Your Account, or the Platform or the results in relation to or outcomes from the Program Content. The Service Provider’s comments about the effectiveness of the Program Content and/or result(s) and/or outcome(s) are expressions of opinion only.

5.9 You acknowledge that the Service Provider cannot make any such representations, warranties, or guarantees mentioned in this clause 5 and that You cannot hold the Service Provider liable in relation to: (i) errors or omissions; (ii) the effectiveness of the Program Content, Your Account, or the Platform; (iii) any results in relation to or outcomes from the Program Content; or (iv) any decisions made by You or any other third party based on the Program Content and/or any results in relation to or outcomes from the Program Content.

5.1 Errors Disclaimer: The Service Provider does not represent, warrant, or guarantee that the Course Content, Your Account, or the Platform will be true, accurate, up-to-date, complete, current, or free from errors, defects, inaccuracies, omissions, interruptions, or disruptions.

5.2 Access Disclaimer: The Course Content is facilitated through the Platform. The Service Provider is not responsible or liable for any delays, downtime, interruptions, or temporary failures to access or use the Course Content, the Platform, or Your Account. The Service Provider makes no representations, warranties, or guarantees regarding the compatibility of the Course Content or the Platform with Your specific technology or internet connection. It is Your responsibility to ensure that You have the appropriate technology, equipment, hardware, and software, along with access to a reliable internet connection, to be able to access and use the Platform and the Course Content.

5.3 Description Disclaimer: The descriptions, representations, and any other information regarding the Course Content provided on websites, social media, or anywhere else are intended to convey the general nature of the Course Content only and do not guarantee the outcomes or content of the Course Content. The Service Provider reserves the right to amend, change, alter, or modify the Course Content, its features, structure, delivery method, or any other aspect of the Course Content at the Service Provider’s sole discretion and without prior notice.

5.4 Incompatibility Disclaimer: The Service Provider is not responsible or liable if You fail to meet the requirements for the Course Content or your ability to use and complete the Course Content based on Your personal circumstances, skills, commitment, capabilities, and effort. You are responsible for allocating sufficient time and resources to allow You to successfully use and complete the Course Content.

5.5 Professional Relationship Disclaimer: Purchasing, accessing, or using (any part of) the Course Content, Your Account, or the Platform does not establish a Physical Therapist-Client relationship or any kind of professional or legal relationship with the Service Provider or any person working with or for the Service Provider, including, but not limited to, instructors, course creators, or other contributors, nor does it create any kind of ongoing legal or professional obligation or responsibility between You and the Service Provider or any person working with or for the Service Provider beyond the scope of this Agreement.

5.6 Professional Advice Disclaimer: The Course Content is for informational and educational purposes only. The Course Content is general information and is not, and should not be construed as, any form of professional advice, nor is it intended to replace or substitute for such professional services. You acknowledge that the Course Content does not address Your specific individual needs.

5.7 Health & Fitness Disclaimer: The (use of the) Course Content does not constitute and cannot be used as a substitute for (professional) medical, psychological, fitness, nutritional, or health advice, care, treatment, or training. The Course Content cannot be utilised to diagnose, treat, prevent, or cure any kind of (mental or physical) ailment or (medical) condition. The Service Provider disclaims all responsibility and liability for any injuries, damages, or health complications arising or resulting from the use of the Course Content. You represent and warrant that You are not undergoing and are not advised or aware that You should undergo any (professional) medical, health, or nutritional treatment, counselling, or support.

5.8 Mental Health Disclaimer: The (use of the) Course Content does not constitute and cannot be used as a substitute for (professional) mental health, psychological, psychogeriatric, or therapeutic advice, counselling, treatment, support, or services. The Course Content cannot be utilised to diagnose, treat, prevent, or cure any kind of (mental or medical) condition or ailment. The Service Provider disclaims any responsibility and liability for any mental health or emotional issues that may arise from or be associated with the use of the Course Content. You represent and warrant that You are not undergoing and are not advised or aware that You should undergo any (professional) mental health, psychological, psychogeriatric, or therapeutic treatment, counselling, or support.

5.9 Culinary Arts Disclaimer: The recipes included in the Course Content are based on the Service Provider’s personal experiences. Information about the recipes, ingredients, products, or methods used, including, but not limited to, product descriptions and instructions on how to use the products, is for informational purposes only. The recipes and products (in the context of the recipes) have not been reviewed, evaluated, or tested by any governmental body, nutritionist, dietician, doctor, or any other professional advisor. The Service Provider does not in any way represent, warrant, or guarantee that the Service Provider has read and strictly followed all product labels, packaging inserts, instructions, and all manufacturer directions and warnings of the products used in the Course Content. You are solely responsible for any allergies, dietary restrictions, or reactions related to the products used in the Course Content.

5.10 Product Availability Disclaimer: The Service Provider does not guarantee the availability of specific products or services mentioned in the Course Content (in your location). It is Your responsibility to source products and services necessary for the Course Content.

5.11 Risk Disclaimer: You agree to use and execute the Course Content at Your sole risk. The Service Provider specifically does not represent, warrant, or guarantee the safety, suitability, or effectiveness of any of the objects, products, services, tools, methods, or techniques mentioned or used in the Course Content. The Service Provider is not responsible and disclaims any liability for any injuries, damages, losses or other consequences arising out of or resulting from Your use of the Course Content, including, but not limited to, any injuries, damages, losses or other consequences arising or resulting from misuse, misunderstanding or failure to follow any part of the Course Content.

5.12 Influence Disclaimer: The Course Content is designed solely to support You and is not intended to influence, persuade, alter, or change Your personal views, beliefs, opinions, values, or decisions. The Course Content is not designed to impose any (personal or external) agendas, views, opinions, or ideologies upon You. The Service Provider disclaims any responsibility or liability for any decisions, actions, or changes in behaviour that You may choose to pursue as a result of the (use of the) Course Content. Any shifts in Your views, opinions, values, or beliefs are a direct result of Your own internal process. The Service Provider disclaims any responsibility or liability for any attempts to influence, persuade, alter, or change Your views, opinions, values, beliefs, or decisions.

5.13 Third-Party Views & Opinions: The views and opinions expressed in the Course Content are solely the views of the individuals who have contributed or expressed those views and opinions. The views and opinions expressed by third parties in the Course Content do not represent or reflect the views, opinions, ideas, policy, or position of the Service Provider. The Service Provider is not responsible for the accuracy, reliability, or content of third-party statements. The Service Provider disclaims any liability or responsibility for any opinions, recommendations, or statements made by third parties and does not represent, endorse, approve, recommend, or certify any views, opinions, ideas, information, products, services, or processes of any third parties or the third parties themselves presented or mentioned in the Course Content.

5.14 Reliance Disclaimer: You use the Course Content at Your sole discretion and risk. The Service Provider does not guarantee that the Course Content will meet Your expectations or objectives. The Service Provider is not responsible or liable for Your reliance on (any part of) the Course Content.

5.15 Results & Outcomes Disclaimer: Individual outcomes and results may vary based on personal circumstances, skills, commitment, capabilities, effort, and application of the Course Content. The Service Provider is not responsible for (i) the effectiveness of the Course Content, Your Account, or the Platform, (ii) any results in relation to or outcomes from the Course Content, Your Account, or the Platform, or (iii) any decisions made by You or any other third party based on the Course Content and/or any results in relation to or outcomes from the Course Content. The Service Provider does not represent, warrant, or guarantee the effectiveness of the Course Content, Your Account, or the Platform, or the results in relation to or outcomes from the Course Content. The Service Provider’s comments about the effectiveness of the Course Content and/or result(s) and/or outcome(s) are expressions of opinion only.

5.16 No Representations, Warranties, or Guarantees: You acknowledge that the Service Provider cannot make any such representations, warranties, or guarantees mentioned in this clause 5 and that You cannot hold the Service Provider liable in relation to those matters.

6. PROGRAM Content changes, updates & add-ons

6.1 The Service Provider reserves the right to amend, change, alter or modify the Program Content at its discretion.

6.2 The Service Provider may update any of the Program Content and/or add new Program material to the Program Content from time to time. When the Service Provider makes any updates to the Program Content and/or adds new program material to the Program Content, such updates and/or new program material are included in the Program Content You were provided at the moment of Registration. You will receive access to the updated version of the Program Content or new information and/or materials.

6.3 The Service Provider may offer additional program material to supplement the Program Content to You at an additional fee, from time to time, in which case such additional Program material becomes part of the Program Content, and these Terms shall apply to the additional program material.

7. Third-party resources and websites

7.1 The Platform and/or Program Content may contain links or references to third-party websites or resources originating from third parties. The Service Provider does not own or control these third-party websites.

7.2 You agree that the Service Provider is not responsible or liable for the correctness, accuracy, or completeness of any content or information presented on these third-party websites and/or in the resources provided by third parties.

7.3 You assume any and all risks for visiting and/or using these third-party websites and/or resources originating from third parties, and any and all transactions between You and these third parties are exclusively between You and the relevant third party. The Service Provider is not liable for any damages resulting from or relating to Your use of these third-party websites or resources originating from third parties.

7.4 The Service Provider has partnered with other businesses and/or become part of one or more affiliate marketing program(s) whose products and/or services are advertised or promoted on the Platform and/or on the Program Content in exchange for commissions, affiliate fees, referral fees, and/or financial rewards when You purchase those products and/or services through the affiliate links.

7.5 The Service Provider may also recommend or promote other products, services, persons and/or businesses, but such reference is not intended to be an endorsement and/or statement that such information provided is accurate. The Service Provider recommends such products, services, persons and/or businesses based on its personal experiences. However, it is at all times Your responsibility to conduct Your own research and due diligence to ensure You have complete and accurate information about such products, services, persons and/or businesses.

7.6 These affiliate and/or third-party relationships in no way compromise the integrity of the Program Content. You are not obligated to click on these affiliate links and/or third-party links to purchase those products or services being offered. These affiliate and/or third-party programs are selected based on personal experiences and assist in the growth of the Service Provider, so the Service Provider can continue to provide valuable and substantive information on the Platforms.

7.7 Although the Service Provider may provide affiliate and/or third-party links on the Platform or in the Program Content for Your convenience, the Service Provider has no control over these third-party websites. Those affiliates and third parties are solely responsible for their own information and content presented. Therefore, the Service Provider and/or anyone else working with or for the Service Provider cannot be held responsible and/or liable for any content presented on these third-party websites and for any damages, losses or other costs resulting from them.

7.8 Some links in the Service Provider’s program content are affiliate links and the Service Provider may earn a commission should you make a purchase after clicking them. The Service Provider earns from qualifying purchases as an Amazon Associate.

8. Group Platform

8.1 The Service Provider may, at its sole discretion, provide You with access to a platform or a group or page within a platform, such as a Facebook group or the Clarify & Conquer^TM Community, to which other third parties who have access to the Program Content or other program, products or services, have exclusive access (hereinafter referred to as; a “Group Platform”). Such access to a Group Platform is not a mandatory part of the Program Content, and access to such a Group Platform does not affect any payment rights the Service Provider has under these Terms.

8.2 The Service Provider is not responsible nor liable for any content, including but not limited to text, images, photos, posts, logos, marks, graphics, designs, files, services, products, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials, deriving from third parties on the Group Platform.

8.3 The Service Provider is not responsible nor liable for the actions of third parties on the Group Platform, nor any communications, conflicts, or damages that occur through any communication and/or collaboration with a third party on or outside the Group Platform.

8.4 For any text, content, images, photos, names, videos, recordings, statements, testimonials, reviews, questions, ideas, comments, and any other information and materials that You post, share, upload, display, transmit, distribute, send, email, or submit to the Group Platform (hereinafter referred to as; the “Creations”), You represent and warrant that You are the owner of the Creations or have the express permission from the rightful owner of the intellectual property rights to those Creations to use and distribute that content on the Group Platform.

8.5 You represent and warrant that the Creations in no way infringe the privacy rights, intellectual property rights, publicity rights, or any other third-party rights and does not contain any unlawful, offensive, or obscene material.

8.6 You agree not to post, share, upload, display, transmit, distribute, send, or submit to the Group Platform any Creations that:

(a) are illegal, infringes or violate the rights of anyone;

(b) are offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;

(c) contain chain letters, commercial solicitation, mass mailings, or any other kind of spam or unsolicited commercial messages; and/or

(d) encourage or advocate conduct that constitutes a criminal offence, giving rise to liability or otherwise breaches or violates any law.

8.7 You may not impersonate any person or entity or otherwise mislead as to the owner or origin of the Creations.

8.8 You grant the Service Provider and anyone else working with or for the Service Provider a non-exclusive, royalty-free, irrevocable, worldwide, perpetual, fully sublicensable right and license to use, adapt, modify, edit, translate, copy, reformat, display, publish, broadcast, distribute, reproduce, sell, create derivative works from, live-stream, and/or post any Creations in all forms and media in relation with the Service Provider’s advertising, promotional, publicity and marketing activities, including, but not limited to, those directed to the public through websites, social media channels, newsletters, emails, commercial products, educational and/or program materials, video footage, sales marketing or any other business purpose.

8.9 You grant the Service Provider a non-revocable, royalty-free, non-exclusive license for the use of Your figurative mark, logo, personal name and business name, and Your Creations, which means You are free to use and continue using the Creations for Your own purposes without any restrictions.

8.10 You authorise the Service Provider to identify You in connection with Your Creations and display Your geographic location when using the Creations. However, the Service Provider may use Your Creations without identifying You as the creator.

8.11 You agree and allow the Service Provider to freely use any Creations in its marketing without any compensation.

8.12 You waive the right to approve, inspect or restrict the use of the Creations as described herein.

8.13 The Service Provider is entitled (but not obligated) to monitor, edit or remove at any time at its sole discretion:

(a) any of Your Creations on the Group Platform; and

(b) any content on the Group Platform deriving from third parties, including but not limited to text, images, photos, posts, logos, marks, graphics, designs, files, services, products, videos, audio, software, applications, computer code, metadata, downloads, and all other information and materials.

9. LIVE GROUP SESSIONS

9.1 The Course Content may include access to live, online group sessions delivered via Facebook, other video conferencing platforms, or similar online technologies (hereinafter referred to as; the “Group Sessions”). Participation in the Group Sessions is entirely optional, and failure to attend will not entitle You to a refund or an alternative session.

9.2 The Group Sessions may be recorded in audio and/or visual format (hereinafter referred to as; the “Recordings”) by or on behalf of the Service Provider. By participating in the Group Sessions, You explicitly consent to the Recordings and agree that the Service Provider may use, display, store, reproduce, distribute, or make available these Recordings as part of the Course Content for all current or future other third parties who have access to the Course Content or other course, products or services, either through the Platform or by other means of access.

9.3 If You speak, appear on camera, share Your screen, or otherwise participate in the Group Sessions, You acknowledge that You may be visible or audible in the Recordings and may be identified by name, image, voice, and any information You voluntarily disclose. You hereby irrevocably waive to the fullest extent possible any personality rights, publicity rights, privacy rights, and any similar or related rights You may have under the law in any of those jurisdictions related to such inclusion in the Recordings and waive any claim or liability against the Service Provider for any consequences arising from Your participation.

9.4 You must not share any confidential, sensitive, or personally identifying information about Yourself or others during the Group Sessions. The Service Provider disclaims all responsibility and liability for any consequences arising from the disclosure of such information by You or other participants in the Group Sessions.

9.5 The Service Provider is not liable for any opinions, advice, or statements made by other participants during the Group Sessions, nor for any harm, misunderstanding, or offence You may experience from the content discussed or displayed during the Group Sessions.

9.6 The Service Provider reserves the right to moderate, remove, restrict, or terminate participation in the Group Sessions at any time, without notice, in the event of any behaviour that, in the Service Provider’s sole discretion, is inappropriate, disruptive, abusive, or in breach of this Agreement.

9.7 You agree not to record, distribute, publish, or share any part of the Group Sessions, including, but not limited to, screenshots, video, or audio recordings, without the prior written consent of the Service Provider.

9.8 You herewith assign and transfer any and all existing and future (registered and unregistered) ownership and intellectual property rights, and any other rights which You (directly or indirectly) hold or may hold or may be or become entitled to on the basis of any treaty, regulation, directive, national law or case law in any country or state as well as any other existing form of protection afforded by the law of any state to the extent such rights arise from or are embodied in the Recordings, free from any claims, liens, equities, charges and encumbrances, and the Service Provider hereby accepts the assignment and transfer of such rights in relation to the Recordings.

9.9 In case You would accrue moral rights in any jurisdiction in relation to the Recording, You herewith irrevocably waive such moral rights to the fullest extent possible under the law in any of those jurisdictions.

9.10 You understand that the Service Provider may, and hereby authorise the Service Provider to, edit, modify, amend, reformat, copy, reproduce, and repurpose the Recordings individually or in conjunction with other content for the purposes described in this clause and for any other related purpose. You waive the right to edit, modify, amend, copy, reproduce, repurpose, publish, or distribute the Recordings or to inspect or approve the end product of the Recordings.

9.11 You expressly acknowledge and agree that the Service Provider may use, repurpose, publish, transmit, or display the Recordings, in whole or in part, individually or in conjunction with other content, for any business, commercial, educational, illustration, promotional, advertising, publicity, trade, exhibition, or marketing purpose, through any medium or format, whether now known or hereafter developed, including, but not limited to, websites, social media, email marketing, newsletters, digital products, sales materials, paid advertisements, online courses, or any other public or private forum. Such use may occur during or after the term of this Agreement and without any additional approval or notification.

9.12 You acknowledge and agree that the decision to use, commercialise, market, or distribute the Recordings, or any portion thereof, is at the sole discretion of the Service Provider and for the Service Provider’s sole benefit.

9.13 You acknowledge and agree that You have received adequate and equitable consideration in the form of access to the Course Content for granting the rights and waivers described in this clause and confirm that no further compensation is owed in connection with the use of the Recordings under this Agreement. You agree that no royalty, fee, or other form of compensation shall be due in connection with any use or exploitation of the Recordings by the Service Provider, and waive any rights to claim such compensation now or in the future.

9.14 You waive any right to inspect or approve the use of the Recordings or any finished version incorporating the Recordings, including but not limited to any copy, headline, tagline, audio overlay, visual treatment, editing, context, or layout in which the Recordings may appear.

10. Fee

10.1 As consideration for access to Your Account, the Platform (excluding the Group Platform), the Clarify & Conquer™ Low Back Pain Program Content, and any additional digital products associated therewith, You agree to pay the Service Provider a one-time fee of One Hundred Forty-Seven U.S. Dollars ($147) (hereinafter referred to as the “Initial Program Fee”). The Initial Program Fee grants You ninety (90) days of access to Your Account, the Platform, and the Program Content. This is a subscription-based plan. Upon expiration of the initial ninety (90) day period, Your access shall automatically continue at a recurring monthly fee of Seventeen U.S. Dollars ($17) (hereinafter referred to as the “Recurring Program Fee”) unless and until You cancel in accordance with clause 29. Payment of the Recurring Program Fee entitles You to maintain continuous access to Your Account, the Platform (excluding the Group Platform), the Program Content, and any additional digital products made available by the Service Provider.

10.2 As consideration for access to the Clarify & Conquer™ Community, a private, subscription-based group platform (hereinafter referred to as the “Group Platform”), You agree to pay the Service Provider a recurring monthly fee of Forty-Seven U.S. Dollars ($47) (hereinafter referred to as the “Community Fee”). Payment of the Community Fee entitles You to maintain access to the Group Platform and to any associated community content, live or recorded sessions, workshops, Q&As, or other digital products made available by the Service Provider.

10.3 All amounts stated in these Terms are exclusive of any sales or value-added taxes chargeable unless explicitly stated otherwise. If any sales or value-added taxes are chargeable, You shall pay to the Service Provider, in addition to the Fee, an amount equal to the amount of the applicable taxes.

11. Payment

11.1 In the Platform, You may choose to either:

(a) pay the applicable Fee (including the Initial Program Fee and/or Community Fee) in full at the moment of purchase; or

(b) if available, opt to pay the Fee via a third-party payment plan such as Klarna or AfterPay as offered within the Platform.

11.2 You will not have access to the Program Content or the Clarify & Conquer™ Community until the Service Provider has received either (i) full payment of the Initial Program Fee, Community Fee, or any other applicable one-time Fee, or (ii) the first installment due at the time of purchase, depending on the payment option selected by You under clause 11.1.

11.3 If You have chosen to pay any Fee in installments through Klarna or AfterPay, You are permitted to pay the remaining balance in full at an earlier date at any time.

11.4 The Recurring Program Fee and/or Community Fee (if applicable) are billed automatically in advance on a monthly basis using the same payment method You provided at initial purchase, unless cancelled by You in accordance with our Cancellation Policy in Clause 29. The billing date shall correspond with the calendar day on which Your initial purchase was made.

11.5 Any payments under these Terms are made by Kajabi Payments, Apple Pay, Google Pay, Klarna, or Afterpay. Klarna and Afterpay are only available in checkout for one-time payments, not subscription plans. You carry any applicable transaction costs.

11.6 You authorize the Service Provider to charge the credit card or account chosen by You to complete all payments under these Terms, and You do not require separate authorization for each payment.

11.7 By purchasing a subscription-based product, You expressly authorize the Service Provider to automatically charge the payment method selected by You for the Initial Program Fee, the Recurring Program Fee, the Community Fee, and any applicable taxes, until such time as You cancel in accordance with our Cancellation Policy in Clause 29. You acknowledge and agree that no additional authorization is required for recurring monthly charges.

11.8 If You fail to tender full and/or timely payment of any Fee owed to the Service Provider, including, but not limited to, the Initial Program Fee, Recurring Program Fee, or Community Fee, or if a payment is cancelled, declined, or charged back, the Service Provider reserves the right to suspend or revoke Your access to the Program Content and/or the Clarify & Conquer™ Community until all outstanding payments have been received in full.

11.9 If You fail to tender full and/or timely payment of any payment owed to the Service Provider under these Terms within 15 days after the due date of that payment, the Service Provider reserves the right to charge a late payment fee equal to 5% of the total amount overdue, to accrue monthly until payment is received. Additionally, the Service Provider may charge You for any expenses incurred in connection with collecting the fee from You, including legal fees and collection costs.

12. Refund policy

12.1 You waive and consent to the waiver of any and all rights to any applicable statutory “cooling-off period,” “withdrawal period,” or any other refund rights under applicable law insofar as the refund policy in this clause 12 deviated from such rights. The Service Provider is under no obligation to grant You a refund.

12.2 If You cancel or terminate these Terms, You shall not be refunded.

13. Access restriction

13.1 The Service Provider reserves the right to, at the Service Provider’s sole discretion, completely or partially, refuse, suspend, remove, restrict Your access to the Platform and/or the Program Content and/or revoke and/or terminate Your use of the Platform, Group, and/or the Program Content, any licenses and/or Your Account, at any time, without notice if the Service Provider either knows or suspects You have or shall breach any of Your obligations under these Terms.

13.2 The Service Provider reserves the right, at the Service Provider’s sole discretion, to modify, update, replace, or reformat any portion of the Program Content, Platform, or method of delivery at any time, including after purchase. Such modifications may include, but are not limited to, changes in format, structure, features, or technology used to provide access to the Program Content (for example, transitioning delivery from an online platform to a mobile application). These modifications shall not be deemed a breach of these Terms, and continued access to the Program Content, as modified, shall constitute sufficient fulfillment of the Service Provider’s obligations to You under these Terms.

13.3 The Service Provider reserves the right, at the Service Provider’s sole discretion, to modify, update, replace, or discontinue any portion of the Clarify & Conquer™ Community, including but not limited to its format, features, delivery method, or platform of operation, at any time. Such modifications may include transitioning the Community from a third-party platform (e.g., Facebook) to another platform or application, or altering the scope of features and content made available within the Community. These modifications shall not be deemed a breach of these Terms, and continued access to the Community, as modified, shall constitute sufficient fulfillment of the Service Provider’s obligations to You under these Terms.

14. Term & termination

14.1 These Terms are effective, and You receive access to the Program Content and the Platform as per the moment of Registration and continue:

(a) for as long as the Program Content is available on the Platform; or

(b) until You cancel these Terms; or

14.2 The Service Provider shall be entitled to terminate these Terms by email to You with immediate effect and thus without observing a notice period and without being liable or any compensation being due if:

(a) any payment that is due under these Terms has not been received by the Service Provider in full and on time;

(b) You breach any of Your obligations under these Terms;

(d) necessary to satisfy any requirements, conditions, guidelines, or opinions contained in any directive, order, opinion, or ruling of a public authority.

14.3 If these Terms are terminated or cancelled, which termination or cancellation can only occur on the basis of and in accordance with the relevant provisions of these Terms, then:

(a) the License shall be revoked with immediate effect upon termination;

(b) Your Account shall be terminated;

(d) access to the Clarify & Conquer™ Community shall be revoked and terminated;

(e) You shall cease and abstain from the use of and delete the Program Content from any location You have shared or stored the Program Content;

(f) all rights and obligations of the Parties under these Terms shall end and become ineffective, except for:

(i) the rights and obligations accrued before that date;

(ii) any rights and (payment) obligations of or pursuant to clauses 11 and 13 (Payment & access); and

(iii) any rights and obligations of or pursuant to clauses 14 through 28, which will remain in full force and effect after termination of these Terms; and

(g) such termination shall be without prejudice to any rights a Party may have vis à vis the other Party in connection with a breach of any provision of or obligation under these Terms occurring prior to their termination.

14.4 If these Terms are terminated due to any of the reasons listed under clause 14.2(a) or 14.2(b), the Service Provider is entitled to refuse You access to any other programs, (digital) products and/or services at the Service Provider’s sole discretion.

15. Non-disparagement and prohibited use

15.1 You agree not to disparage the Service Provider’s brand, products, services or persons working for or employed by the Service Provider.

15.2 You agree that You will not make any unsubstantiated claims that will ruin the business reputation of the Service Provider or any person working for or employed by the Service Provider.

15.3 You shall not use the Program Content or any information or materials in relation to the Program Content, the Service Provider, the Clarify & Conquer™ Community, any person working for or employed by the Service Provider, and/or these Terms in any way that:

(a) is illegal, infringes or violates the rights of anyone;

(b) is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;

(d) encourages or advocates conduct that constitutes a criminal offence, giving rise to (civil) liability or otherwise violates any law;

(e) is likely to cause confusion among third parties;

(f) portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or

(g) portrays or insinuates any special relationship between the Parties.

15.4 You shall not misrepresent or embellish Your relationship with the Service Provider or any person working for or employed by the Service Provider (including, but not limited to, by expressing or implying that the Service Provider supports, sponsors, or endorses You) or express or imply any other type of relationship between the Parties except as expressly permitted by these Terms or agreed by email between the Parties.

16. Limitation of liability

16.1 Your visit to and use of the Program Content and the Platform is at Your exclusive risk. You are exclusively responsible for the accuracy and correctness of the personal and other information You provide, the outcome of Your actions, Your results, and all other actions in connection with the Program Content and the Platform.

16.2 The Service Provider and anyone else working with or for the Service Provider is not responsible, nor is the Service Provider liable, for any damages resulting from:

(a) any errors, delays, bugs, or omissions on the Platform, interruption in operation and Your use of the Platform, failure of performance of any kind, website attacks, including, but not limited to, viruses, malware, malicious code, hacking of information, and any other system failures;

(b) any loss of income, revenue, profits, use, data, business, and/or any goodwill related to the Platform;

(c) any theft of and/or unauthorised access to Your information by any third party, regardless of the Service Provider’s negligence;

(d) any use or misuse of any Program Content; and

(e) any use or misuse of any Clarify & Conquer™ Community Content.

16.3 Without prejudice to clause 16.6, the Service Provider’s aggregate liability is limited to the Fee, excluding sales taxes, value-added taxes, and any other taxes, actually paid by You to the Service Provider and actually received by the Service Provider under these Terms.

16.4 Without prejudice to clause 15.6, the Service Provider is not liable for indirect damages or loss, including, but not limited to, consequential, incidental, special, or exemplary damages, or any loss of revenue, profits, savings, business opportunities, use, data, goodwill, or any loss due to business interruption.

16.5 You waive any right or remedy in equity, including, but not limited to, the right to seek specific injunctive, performance or other equitable relief, in connection with the Platform, Your Account, the Program Content or these Terms.

16.6 Nothing in this clause 16 shall operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence or any (other) liabilities that cannot be limited under applicable law.

17. Indemnity

17.1 You agree to indemnify and hold the Service Provider and/or anyone else working with or for the Service Provider harmless from all damages, losses, claims, actions, demands, suits, proceedings, or judgments, including costs, expenses and attorneys' fees assessed against or otherwise incurred by the Service Provider arising, in whole or in part, from:

(a) actions and/or omissions, whether done negligently or otherwise, by You or Your Account, Your agents, directors, officers, employees, and/or representatives;

(b) use of the Program Content, the Platform or Your Account by You;

(d) violation of any provisions of the Terms by You or Your Account or anyone related to You; and/or

(e) infringement by You or Your Account of any intellectual property rights or other third-party rights.

17.2 The Service Provider will notify You as soon as reasonably possible of any such claims, damage, and/or liability. The Service Provider reserves the right to defend such claim, damage, and/or liability at Your expense. If requested, You will fully cooperate and provide assistance to the Service Provider to defend any such claims without any cost.

17.3 You agree to indemnify and hold the Service Provider and/or anyone else working with or for the Service Provider harmless from any and all current and future claims regarding and/or in relation to the use of Your Creations, including, but not limited to, claims, lawsuits, debts, dues, expenses, damages, and demands of any kind at law or in equity or under any statute, invasion of privacy, infringement of moral rights, defamation, rights of publicity, copyrights or any other cause related to the use of the Creations.

18. Confidentiality

18.1 You shall use Confidential Information solely for the purposes described in these Terms and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information for other purposes without the prior consent of the Service Provider given by email.

18.2 You acknowledge that the Confidential Information of the Service Provider, its affiliates, and third parties is strategic, commercially sensitive, and valuable and that the improper disclosure or use thereof will cause serious damage and loss to the Service Provider.

18.3 The restrictions in this clause 18 shall not apply if and to the extent the information is or becomes available to the general public other than by disclosure by You in violation of these Terms.

18.4 You shall have no obligation with respect to Confidential Information to the extent, but only to the extent, that such information is required or requested to be disclosed by applicable laws, provided that You, to the extent practicable and permitted, promptly notify the Service Provider of such request or requirement.

18.5 For the purposes of this clause 18, disclosures relating to Confidential Information that are specific shall not be deemed to be within the foregoing exceptions merely because they are embraced by more general disclosures in the public domain, in Your possession, or received from a third party. In addition, any combination of features shall not be deemed to be within the exceptions merely because the individual features are in the public domain, in Your possession, or received from a third party unless the combination itself and its principle of operation are in the public domain, in Your possession or received from a third party.

18.6 You shall notify the Service Provider as soon as reasonably practicable of any unauthorized use, or attempted use, of the Service Provider’s Confidential Information, and provide all information necessary to assist the Service Provider in any investigation it considers necessary, including for the purposes of mitigating damages, any claim, or the prevention of a recurrence. Additionally, You undertake Your best efforts to prevent a recurrence to the extent this is within Your control.

19. Personal data

The Service Provider only uses Your personal data for the purposes set out in these Terms. The Service Provider shall ensure it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data. For more information on how Your personal data is used and stored by the Service Provider, please refer to the Service Provider’s privacy policy which You can find here: https://drive.google.com/file/d/1rzKZLF66-jhjxpe6-XG1H-ZCFMZ0aD8a/view?usp=sharing

20. Communication

20.1 Any notice, request, consent, invoice, claim, demand, or other communication between the Parties in connection with the Program Content, the Platform or these Terms must be sent by email in English to the following email addresses set out for each of the Parties below:

(a) to the Service Provider: [email protected]

(b) to You: the email address provided by You in the Registration Form,

or such other email address as a Party may notify the other Party by email.

20.2 Unless another means of communication is explicitly provided for in these Terms, You shall not use any other means of communication, such as text messages, direct messages on social media platforms, (registered) post, or phone calls, to communicate with the Service Provider unless the Service Provider has explicitly agreed to such other means of communication.

20.3 These Terms may expressly state that certain communications may be conducted through other specified means of communication. Such specified means of communication shall only be used for the purposes designated by these Terms.

20.4 The Service Provider shall endeavour to respond to emails within 96 hours, which is a target and not a guaranteed service level. The Service Provider shall not be liable for failure to respond to emails within the aforementioned timeframe or the consequences arising therefrom, and any such failure shall not constitute a breach of the Terms.

21. Electronic signature

These Terms constitute an electronic contract between You and the Service Provider with the full force and effect of a handwritten signature. The Parties enter into these Terms by submission of the Registration Form by You by way of clicking on the “Submit/Sign up /Enroll” button on the Registration Form.

22. Entire agreement

These Terms constitute the entire agreement between the Parties relating to the Program Content and supersede any earlier agreements between the Parties with respect to the subject made hereof, whether in writing (which includes email) or oral.

23. Amendments & modifications

These Terms may be changed, modified, or amended in writing by the Service Provider at any time and at the Service Provider’s sole discretion by sending notice of such modification to You by email, effective as of the date of the email. Your continued use of the Platform and/or the Program Content following the effective date of such change will constitute Your acceptance of such changes, modifications, and/or amendments. If any such changes, modifications, and/or amendments are unacceptable to You, Your only recourse is to terminate these Terms in accordance with clause 14.1.

24. Assignment

You may not assign or transfer the Program Content or any of Your rights or obligations under these Terms without the prior consent of the Service Provider given by email.

25. Enforceability

The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced with a provision that is valid and enforceable and reflects as closely as possible the intent of the invalid or unenforceable provision.

26. No waiver

No failure or delay by the Service Provider in exercising any right or remedy under or in connection with these Terms shall impair any right or remedy or operate or be construed as a waiver of any right or remedy.

27. Choice of law

These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by the laws of the state of Florida and the United States of America.

28. Dispute resolution & arbitration

28.1 Without prejudice to clause 28.2, all disputes arising out of or in connection with these Terms or the Program Content, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Gulf Breeze, Florida, United States of America. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.

28.2 If:

(a) You are registered in the United States of America or

(b) a dispute is not subject to arbitration under clause 28.1 for whatever reason,

that dispute shall be settled in the competent courts located in Gulf Breeze, Florida, United States of America, and both Parties irrevocably consent to the exclusive jurisdiction and location of the competent courts in Gulf Breeze, Florida, United States of America, for the adjudication of all non-arbitral claims.

29. CANCELLATION POLICY

29.1 If You would like to cancel Your monthly subscription to the Clarify & Conquer™ Program, the Clarify & Conquer™ Community, or any other subscription-based product offered by Venture Out Wellness™, You must submit a written cancellation request by email to [email protected] at least fourteen (14) business days prior to Your next billing date in order to avoid being charged for the next billing cycle.

29.2 Venture Out Wellness™ will confirm Your cancellation by email after the request has been processed. Until such confirmation has been sent, Your cancellation request shall not be considered final.

29.3 Payments for the next billing cycle will not be refunded if cancellation requests are received fewer than fourteen (14) business days before the next billing date. You are solely responsible for ensuring timely delivery of Your cancellation request.

29.4 Upon cancellation, You will retain access to the applicable Program or Community until the end of Your current billing cycle, after which Your access will be terminated.

29.5 All cancellation requests are final once confirmed by Venture Out Wellness™. You may not withdraw or reverse a cancellation request once submitted.

29.6 If You fail to comply with the requirements of this Cancellation Policy, Venture Out Wellness™ reserves the right to deny Your request and continue to charge the applicable fees until a proper cancellation request is received and processed in accordance with these Terms.

29.7 You may use the following email template to submit your email cancellation request:

(a) Subject Line: Subscription Cancellation Request
Body:
Hello Venture Out Wellness,
I am requesting to cancel my subscription to the [Clarify & Conquer™ Program] / [Clarify & Conquer™ Community].
I understand this request must be received at least 14 business days prior to my next billing date to avoid further charges.
Signed,
[Your Full Name]

Program and Community Terms and Conditions

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