Terms of Service
This Agreement is subject to change by Jodi Graham Productivity Coach at any time. Your continued use of the Content following any posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement.
Please read this agreement carefully as it contains important information regarding your legal rights, remedies and obligations, including various limitations and exclusions, and a dispute resolution clause that concerns how disputes will be resolved.
This Agreement is an electronic contract that sets out the legally binding terms of your use of the Content. This Agreement may be modified by Jodi Graham Productivity Coach from time to time, such modifications to be effective upon posting by Jodi Graham Productivity Coach on the websites. By accessing and/or using the Content, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
1. Commercial Use of Service
If you are using the Content and/or accessing the Content on behalf of a company, entity, or organization (collectively a “Subscribing Entity”), you represent and warrant that:
a) You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Service;
b) You have read and understand this Terms of Service; and
c) You agree to this Terms of Service on behalf of the Subscribing Entity.
Illegal and/or unauthorized uses of the Content include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Content, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Content in any fraudulent or misleading manner, any automated use of the system, such as scraping the Content, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Content or networks connected to the Content, and using the Content in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Content may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Content is with the permission of Jodi Graham Productivity Coach, which may be revoked at any time, for any reason, in Jodi Graham Productivity Coach’s sole discretion.
2. Account Security
You are responsible for maintaining the confidentiality of your username and password, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Jodi Graham Productivity Coach of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Jodi Graham Productivity Coach will not be liable for any loss or damage arising from your failure to comply with this provision.
3. Use of the Content
You must not copy or capture, or attempt to copy or capture, any information, data, elements or any other part of the Content, unless given express permission by Jodi Graham Productivity Coach.
You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform, except (i) where such Content is created by you (such content, “Your Content”), or (ii) as permitted under these Terms of Service, and within the parameters set by the person or entity that uploaded the Content (the “Uploader”) (for example, under the terms of Creative Commons licenses selected by the Uploader).
You must not use any Content in any way that is designed to create a separate content service or that replicates any part of Jodi Graham Productivity Coach’s offerings.
You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
You must not employ the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log-in, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Content.
You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Content.
You must not, and must not permit any third party to, copy or adapt the object code of the Content, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Content, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content.
You must not use the Content to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public any Content that is offensive, abusive, malicious, obscene, illegal, promotional or confidential, or contains any virus, malware, adware or which will or might overburden, impair or disrupt the Content or inhibit any other user’s use and enjoyment of the Content.
You must not rent, sell, transfer or lease access to the Content.
You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Jodi Graham Productivity Coach employee. If we feel that your behavior towards anyone is at any time threatening or offensive, we reserve the right to immediately terminate your access and you will not be entitled to any refund of unused costs or fees.
You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Jodi Graham Productivity Coach or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Jodi Graham Productivity Coach’s servers, system or network or attempt to breach Jodi Graham Productivity Coach’s data security or authentication procedures; attempt to interfere with the Content by any means including, without limitation, hacking Jodi Graham Productivity Coach’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Jodi Graham Productivity Coach under these Terms of Service, Jodi Graham Productivity Coach reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
You agree to comply with the above conditions and acknowledge and agree that Jodi Graham Productivity Coach has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Service. This may include taking court action and/or reporting offending users to the relevant authorities.
4. Representations and Warranties
You hereby represent and warrant to Jodi Graham Productivity Coach as follows:
Your Content, including any comments that you may post on the Content, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
Your Content does not and will not create any liability on the part of Jodi Graham Productivity Coach, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
Jodi Graham Productivity Coach reserves the right to remove Your Content, suspend or terminate your access to the Content and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.
5. Term & Refund Policy
a) Order Confirmation:
Jodi Graham Productivity Coach will email you to confirm the placement of your order and with details concerning product delivery. In the event that there is an error in this email confirmation, it is your responsibility to inform Jodi Graham Productivity Coach as soon as possible.
The email address you provide at the time of any purchase from Jodi Graham Productivity Coach and affiliate product websites will automatically be added to Jodi Graham Productivity Coach’s general email and newsletter list in Active Campaign and MemberVault. You reserve the right and ability to unsubscribe at any time.
b) Refund Policy:
Terms and conditions of coaching packages will be governed by contract agreement entered into between you and Jodi Graham Productivity Coach. Your satisfaction with all online products and services are important to us, however, due to their digital nature, and the fact that they are instantly accessible online once purchased, refunds are not offered. Digital products will be delivered directly to the email address you provide at the time of purchase. Please check your spam or junk email box to ensure it’s not missed. Thank you for your understanding.
c) Refusal of Service:
The products and services are offered subject to Jodi Graham Productivity Coach’s acceptance of your order or requests. Jodi Graham Productivity Coach reserves the right to refuse service to any order, person or entity, without the obligation to assign reason for doing so. No order is deemed accepted by Jodi Graham Productivity Coach until payment has been processed. Jodi Graham Productivity Coach may at any time change or discontinue any aspect or feature of products and services, subject to Jodi Graham Productivity Coach fulfilling previous responsibilities to you based on acceptance of your payment.
This Agreement will remain in full force and effect while you use the Content. Jodi Graham Productivity Coach may terminate your access, membership and/or subscription for any reason by sending notice to you at the email address you provide at the time of purchase, or such other email address as you may later provide to Jodi Graham Productivity Coach. If Jodi Graham Productivity Coach terminates your access, membership and/or subscription because you have breached this Agreement, you will not be entitled to any refund of unused fees. All decisions regarding the termination of accounts shall be made in the sole discretion of Jodi Graham Productivity Coach. Jodi Graham Productivity Coach is not required to provide you notice prior to terminating your access, membership and/or subscription and is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after said termination, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
For any questions or comments contact us at info @ jodigraham.com
6. Modifications to Content
Jodi Graham Productivity Coach reserves the right at any time to modify or discontinue, temporarily or permanently, the Content (or any part thereof) with or without notice. You agree that Jodi Graham Productivity Coach shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Content.
7. Blocking of IP Addresses
In order to protect the integrity of the Content, Jodi Graham Productivity Coach reserves the right at any time in its sole discretion to block anyone from certain IP addresses from accessing the Content.
a) Proprietary Rights:
Jodi Graham Productivity Coach retains all proprietary rights in the Content. The Content contains the copyrighted material, trademarks, and other proprietary information of Jodi Graham Productivity Coach, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on Jodi Graham Productivity Coach is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of Jodi Graham Productivity Coach and for Jodi Graham Productivity Coach’s clients and memebers use only. Distribution of Content to others is strictly prohibited. You agree that Jodi Graham Productivity Coach would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Jodi Graham Productivity Coach shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
We may provide links to third party websites, and some of the content appearing on Jodi Graham Productivity Coach may be supplied by third parties. Jodi Graham Productivity Coach has no responsibility for these third party websites nor for their content, which is subject to and governed by the Terms of Service and/or privacy policies, if any, of the applicable third party content providers.
b) Ownership of Your Content & Licenses:
You agree that any content you upload to the Content (“Your Content”) shall become the property of Jodi Graham Productivity Coach. This shall have no effect on Sections 10 (Copyright Policy), Section 13 (Limitation of Liability) or Section 14 (Indemnity by You) of this Agreement.
However, with respect to Your Content, Jodi Graham Productivity Coach grants you a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such content, except with regard to commercial or for-profit use account.
9. Restrictions on Use of Materials
You acknowledge that Jodi Graham Productivity Coach contains images, text, and other content (collectively, “Intellectual Property”) that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Intellectual Property is copyrighted under the Canadian copyright laws (and, if applicable, similar foreign laws), and Jodi Graham Productivity Coach owns a copyright in the selection, coordination, arrangement and enhancement of such Intellectual Property. All trademarks appearing in the Content are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Intellectual Property, in whole or in part. When Intellectual Property is downloaded to your computer, you do not obtain any ownership interest in such Intellectual Property. Modification of the Intellectual Property or use of the Intellectual Property for any other purpose, including, but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
10. Copyright Policy
Jodi Graham Productivity Coach prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.
11. Liability for Content
You hereby acknowledge and agree that Jodi Graham Productivity Coach (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Content, and to the extent permissible by law, Jodi Graham Productivity Coach excludes all liability with respect to all content (including Your Content) and the activities of its users with respect thereto.
You hereby acknowledge and agree that Jodi Graham Productivity Coach cannot and does not review the content created or uploaded by its users, and neither Jodi Graham Productivity Coach nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Content for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Service or applicable law.
Jodi Graham Productivity Coach and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the Content by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Content. By using the Content, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Jodi Graham Productivity Coach or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
12. Repeat Infringers
Jodi Graham Productivity Coach will suspend or terminate your access to the Content if Jodi Graham Productivity Coach determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Service.
If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate and violates our Terms of Service, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Websites terminated forthwith.
We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Jodi Graham Productivity Coach at its sole discretion.
Please note that we do not offer refunds to those clients and accounts that are terminated as a result of repeated infringement of these Terms of Service.
13. Limitation of Liability
In no event shall Jodi Graham Productivity Coach be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Content, or use thereof. Nothing contained in this Content or in any written or oral communications from Jodi Graham Productivity Coach or its employees or agents shall be construed to make any promise, covenant, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the Content and the services provided by Jodi Graham Productivity Coach are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Jodi Graham Productivity Coach makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Content’s content or that the functionality of the Content will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Content is at your sole risk. UNDER NO CIRCUMSTANCES SHALL Jodi Graham Productivity Coach, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE CONTENT OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES, EVEN IF Jodi Graham Productivity Coach HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL Jodi Graham Productivity Coach HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF Jodi Graham Productivity Coach HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Jodi Graham Productivity Coach and sole remedy available to any client, user or member in any case in any way arising out of or relating to the Agreement, Content shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the client, user or member of Jodi Graham Productivity Coach during the six months prior to notice to Jodi Graham Productivity Coach of the dispute for which the remedy is sought.
14. Indemnity by You
You agree to indemnify and hold Jodi Graham Productivity Coach, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to:
a) your use of the Content in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
b) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Content, and/or your making available thereof to other users of the Content, and/or the actual use of Your Content by other users of the Content or related services in accordance with these Terms of Service and the parameters set by you with respect to the distribution and sharing of Your Content;
c) any activity related to your account, either by you or by any other person accessing your account with or without your consent.
15. Attorney Fees
In the event that Jodi Graham Productivity Coach is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for Jodi Graham Productivity Coach’s attorneys’ fees and costs.
17. Jurisdiction and Choice of Law; Dispute Resolution
If there is any dispute arising out of the Content, you expressly agree that any such dispute shall be governed by the laws of the Province of Ontario, and Country of Canada, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the provincial and federal courts, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside of Canada with the same force and effect as if such service had been made within Canada. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been affected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
18. Arbitration Provision/No Class Action
Except where prohibited by law, as a condition of using the Content, you agree that any and all disputes, claims and causes of action (collectively, “Claim”) arising out of or connected with the Content, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the Province of Ontario, County of Canada. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the Province of Ontario, County of Canada.
19. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
20. Availability Outside Canada
21. Entire Agreement
This Agreement contains the entire agreement between you and Jodi Graham Productivity Coach regarding the use of the Content.
22. Severability; Waiver
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Jodi Graham Productivity Coach’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Jodi Graham Productivity Coach’s ability to enforce such term at any point in the future.
The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Please contact us at info @ jodigraham.com with any questions regarding this agreement.