This Agreement is between the You (“Student”) and Dahlia Orth Creative Services (“Company”) (collectively the “Parties”), for the purpose of Student purchasing and participating in the Company’s online course (the “Course”). This Agreement shall become effective upon the date of Student completing the checkout process.
1. Scope of Online Course
As part of the Course program, Company shall provide the following to Student:
Access to Simplify Honeybook Course
Private Facebook community
Access to included bonuses & resources
2. Course Terms
After purchasing the Course, Student will be given access to the online course materials in Kajabi by Company within 24 hours Student will have lifetime access to the Course materials so long as the Course is available. In the event Company takes the Course offline, Company will notify Student within 30 days and Student will be able to download the Course materials onto his/her own media storage.
Student shall only have one license to access the Course and use Course materials. Student understands and agrees that the Course materials may not be shared with any third party. In the event Company suspects that the Course is being shared or that Student has shared his/her log-in information with a third party, Company reserves the right to immediately terminate Student’s access to the Course in its sole discretion.
Student may either (1) pay the full fee of $397.00 or pay in equal installments over 3 months (3 payments of $147.00 per month). In the event Student elects a payment plan, subsequent installments in the amount of $147.00 will be paid on the same day of each succeeding month until the entire amount has been paid in full. Student understands and agrees that all payments on the installment plan must be paid on time and any default in payment will result in immediate removal from the Course.
Student will not be given access to the Course until either the full fee is paid, or the first installment payment is complete.
Any additional services, calls, emails and time beyond the scope of the Course, will be billed by Company at $250.00 per hour.
Installment Plan Requirements
In the event Student elects for the payment plan, Student hereby authorizes Company to charge his/her credit card or debit card on file automatically according to the terms set forth in this Agreement.
If any eligible payment methods Company has on file for Student are declined for a monthly payment, Student shall provide a new eligible payment method promptly or Student will be immediately removed from the Course.
If Student does not request a refund within the required refund policy as indicated in Section 5, Student is required by law to complete the remaining payments of the payment plan. Student understands that his/her membership will automatically continue and that he/she authorizes Company (without notice to you, unless required by applicable law) to collect any and all outstanding receivables, using any eligible payment method we have on record for Student’s account.
Company provides a 7 day money-back guarantee for the Course program. If Student does not request the refund within 7 days, no refund will be given. Student must submit proof of work performed and his/her best efforts to achieve results pursuant to a refund requirement document provided by Company. Student must include all coursework with his/her request for a refund. Company, in its sole discretion, will determine if Student is entitled to a refund. Upon determining that a refund will be given, Company will notify its payment processor to issue the refund. Company does not control its payment processor and the refund will be processed according to that company’s terms and conditions. Any refund given will immediately terminate Student’s access to the Course.
6. Personal Information
By participating in the Course, Student will be asked to register with the Course hosting platform to receive access to Course materials. Student shall select a username and password and may be asked to provide further personal information. Student agrees to allow Company access to this personal information for all lawful purposes. Student is responsible for the accuracy of the identifying information, maintaining the safety and security of his/her identifying information, and updating Company on any changes to his/her identifying information.
The billing information provided to Company by Student will be kept secure and is subject to the same confidentiality and accuracy requirements as Student’s identifying information indicated above. Providing false or inaccurate information, or using the Course for fraud or unlawful activity, is grounds for immediate termination from the Course.
7. Student Contributions
Through Student’s participation in the Course, Student may post materials, comments, or replies to comments (“Student Contributions”) on Course pages, materials, or the Facebook group. Student grants Company a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit, and make derivative works of all Student Contributions.
Company may offer bonuses to Students throughout the Course program. Student is entitled to any bonuses offered at the time of enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Course and vary depending on live and automated promotions throughout the year. Company reserves the right to change or alter bonuses and promotions in its sole discretion.
All Course materials, documents, Facebook posts/comments/replies, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement is the exclusive and sole property of Company and are protected by United States Copyright Laws (USC Title 17). Student hereby agrees that Company’s Course and accompanying content is owned by Dahlia Orth Creative Services and is not to be used for purposes beyond Student implementation. Student is granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Course content and resources. Student shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Course. Violations of this federal law will be subject to its civil and criminal penalties.
Student may not terminate this Agreement once signed and is required to complete all payments.
Company may terminate this Agreement in the event Student breaches this Agreement or any of the Course rules and terms. In the event of termination by Company, Student will be immediately removed from the Course. Student shall still be required to complete all payments.
Company is generally available to provide services during normal business hours: Tuesday - Thursday from 10-2pm, excluding holidays. Company will ONLY answer course questions through the course platform or the Facebook group. Company WILL NOT answer any emails or direct messages on social media from Student. Company will respond to Student within 3 days during business hours.
12. Service Location
Both Parties agree and understand that the Course platform, Facebook Group, and additional services to be provided under this Agreement shall be performed virtually.
Student shall not (i) disclose to any third party any details regarding the business of the Company, including, without limitation its course materials, course downloads, course outlines, coaching materials, customers, the prices it obtains, the prices at which it sells products and programs, its manner of operation, its plans, its course and coaching strategies, any of the Company’s trade secrets or any other information pertaining to the business of the Company (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.
Student will indemnify, defend and hold harmless Company, its affiliates, customers, employees, contractors, successors, assigns, officers and directors from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorneys’ fees) that arise out of or result from: (a) injuries or death to persons or damages to property, including theft, in any way arising out of or caused or alleged to have been caused by the services performed by Company or persons furnished by Company; (b) assertions under Workers’ Compensation or similar acts made by persons furnished by Company; (c) any failure by Company to perform its obligations under this Agreement; (d) any negligent act or omission committed by Company in the performance of the Services or (e) any claims, actions, or other proceedings based on a claim that any work provided by Company infringes upon or violates any U.S or foreign patents, copyrights, trade secrets, or other third party proprietary rights.
15. Maximum Damages
The sole remedy for any actions or claims shall be limited to a refund, the maximum amount not to exceed the total monies paid by Student under this Agreement.
Limitation of Liability
In no event shall Company be liable under this Agreement to Student or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Student was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
17. 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 acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure
events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (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 Impacted Party shall give Notice within 7 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 15 days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice. All payments made by Student up to the date of Notice of a Force Majeure Event are non-refundable.
18. Cancellation of Services by Company
In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to,
injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies. it will:
Immediately give notice to Student;
Issue a refund or credit based on a reasonably accurate percentage of services and Course program rendered; and
Excuse Student of any further performance and/or payment obligations under this Agreement.
Company and the Student agree that, at all times during this Agreement and in perpetuity, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of Company. The Parties further agree to do nothing that would damage the others business reputation or good will; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.
The Course and additional services provided by Company according to this Agreement are for informational purposes only. Student acknowledges and agrees that any information posted in the Course, Course materials, or Facebook group is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between Company and Student. Student agrees that his/her participation in the Course is at his/her own risk. Company does not assume or accept responsibility for the security of Student’s account or content. Student agrees that his/her participation in the creation of an online account is at his/her own risk. In the event a breach of security has occurred, Company will notify Student pursuant to all laws and regulations.
21. No Guarantees
Company does not make any guarantees as to the results, including financial or other personal gains, of any services provided or for Student completing the Course program. Student agrees to take responsibility for Student’s own results.
22. Release & Reasonable Expectations
Student has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s services throughout the Course program will produce different outcomes and results for each Student. Student understands and agrees that:
Every Student and final result is different.
Course content is intended for a mass audience and that Company will use its best efforts to create favorable experiences to each Student depending on their business and personal needs, but that no 1-on-1 services are expected or guaranteed under this Agreement.
Dissatisfaction with Company’s independent judgment or coaching/mentoring style within the Course and in accompanying online platforms are not valid reasons for termination of this Agreement or request of any monies returned.
23. Spam Policy
Student is strictly prohibited from using the Course and Course materials for illegal spam activities, including, but not limited to, gathering contacts, email addresses, or other personal information from fellow Course students and distributing such information to third parties or sending any mass commercial emails.
24. Warranty Disclaimer
Student agrees that his/her participation in the Course and use of the Course program is at his/her sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warrant of fitness for a particular purpose and the implied warrant of merchantability. Company makes no warranties that the Course will meet your needs or that the Course will be uninterrupted, error-free, or secure.
25. Sales Tax
Should any sale and/or use tax be imposed on any part of this Agreement, such tax shall be collected from Students and remitted by Company. All sales tax will be included on invoices through the Company’s online payment platform.
26. Entire Agreement
This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between the Parties, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.26. Venue and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a federal or state court of competent jurisdiction located in Cuyahoga, Ohio. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.
27. Mediation and Arbitration
Any and all disputes or disagreements rising between the Parties out of this Agreement upon
which an amicable understanding cannot be reached, shall be decided first by mediation, and if mediation is unsuccessful, then arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Cuyahoga, Ohio, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.
This Agreement cannot be transferred or assigned to any third party by either the Company or Students without written consent of all Parties.
29. Severability & No Waiver
In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.
Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.
Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: [email protected]
32. Facsimile Signatures
The Parties agree that a facsimile copy (electronic copy) of this Agreement may be used as the original