WITH HONORS MENTORCLASS CONTENT

TERMS OF USE

By checking the box next to this Terms of Use, and/or clicking the “Purchase” button, you, the purchaser of “With Honors Mentorclass Series,” (hereinafter “Client” or “you”) acknowledge the terms as outlined herein (“Terms of Use” or “Agreement”), and voluntarily and willingly agree to them, and to be provided with services rendered by With Honors LLC, a California limited liability company (hereinafter “With Honors”, “we”, or “our”). You agree you are voluntarily entering into a legally binding Agreement with With Honors, inclusive of the following terms and conditions mutually agreed upon:

For good and valuable consideration as outlined below, Client is electing to purchase access to With Honors Mentorclass Series (“Program” or “Mentorclass”). In exchange, With Honors agrees to provide the services outlined herein, and in the attached “Class Deliverables Addendum” as changed from time to time at the discretion of With Honors.

License to Use the Program.

Subject to your compliance with these Terms of Use, and solely for so long as you are permitted by us to access and use the Program, With Honors grants you a limited, non-transferable, non-exclusive, revocable license to access and use the Program, for your own personal, non-commercial purposes. This license includes the right to view and engage with the content and information made available through the Program, subject to creating a user account and paying the Fee, as further explained below. This license may not be shared, assigned or sublicensed to any other person or entity. This license grant is subject to you abiding by our Privacy Policy, which you hereby agree to. This license will remain in effect unless and until you violate these Terms, until we terminate said license, or until _______ [end date], whichever comes first.

Except as expressly permitted in writing by an authorized representative of With Honors, you shall not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the Program or any component thereof, nor shall you take any measures to interfere with, make commercial use of, or damage the Website and it’s parts. Unless otherwise specified, copying, modifying, or using any content for any purpose other than your personal, non-commercial use of the Platform, including as set forth in the Confidential Information and Intellectual Property sections of these Terms of Use, use of any such content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by With Honors in these Terms of Use are reserved.

Client Accounts

You will be required to create an account with us in order to access and use the Program. To create an, you must be at least eighteen (18) years of age and will be required to provide us with information about yourself, such as your name and email address.

By creating an account, you agree that you shall (i) provide true, accurate, current and complete information about yourself as requested during the registration process, and (ii) maintain and promptly update such information to ensure that it is true, accurate, current and complete. If your information changes at any time, you are responsible for updating your user account to reflect those changes. We may, at any time and in our sole discretion, require you to update your account or provide additional information. If you fail to respond to such a request or otherwise provide any information that is untrue, inaccurate, not current or incomplete, With Honors may, at its sole discretion, suspend or terminate your account and refuse any and all current or future use of the Program, Website, or any portion thereof with no refunds.

Additionally, by creating an account, you agree that you are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you, and any license we grant to you to access and use the Program, is and shall be revoked where these Terms of Use or your use of the Program and/or Website is prohibited or conflicts with any applicable law, rule or regulation.

You acknowledge that With Honors contracts with third-party service providers including but not limited to Kajabi to support the functionality of the Program, including the ability to create user accounts, process online payments, access features, and track progress and With Honors shall not be liable for any claims, disputes, or other potential injuries or damages caused by said third parties regardless of whether the use of the third party services initiates from the Program. Please do not use the Program unless you have read Kajabi’s terms, policies, and security practices, which can be found at https://kajabi.com/policies, which you hereby consent to by using the Program.

Class Outline.

Client agrees and understands that he/she is purchasing access to the Program, a pre-recorded video series. Client agrees to be bound by the terms and conditions outlined herein, as well as the general policies and procedures that can be found in this Agreement and on With Honors’ website, www.withhonors.co (“Website”).

Confidentiality.

Access into the Program will include access to various types of confidential information owned by With Honors, including but not limited to materials such as verbal, written, and video advice, guidance, spreadsheets, worksheets, images, signature proprietary frameworks, methods, industry knowledge, trade secrets, and/or other information that may become available for use through Client’s participation in the Program (“Confidential Information”). Client understands and acknowledges that this Confidential Information is not to be openly shared with other third parties who have not purchased the Program, and agrees not to share, copy, or distribute any Confidential Information obtained through the Program. Client will be in violation of these Terms of Use if he or she uses any of the Confidential Information as his/her own material, or repurposes, modifies, and/or uses the Confidential Information for any business purpose, including in his/her own business without the prior express written permission of With Honors.

Should Client breach this provision and disclose Confidential Information belonging to With Honors or another user of the Program, Client understands and agrees that it shall be liable to With Honors and any relevant third party to the fullest extent under applicable law including but not limited to injunctive relief and all other appropriate damages and remedy available to it at law.

Testimonials.

With Honors may request Client provide a testimonial in video and/or written form inlcuding photographs, texts, drawings, designs, ideas, feedback and more, to be used or published on With Honors’ Website, or on various sales, marketing, and promotional materials for the Program, or another program created by With Honors (“Testimonial”). Client understands that he or she is not required to give any testimony and understands that the choice to do so is freely up to Client. There will be no ramifications or change in relationship between With Honors and Client if Client refuses testimonial.

If Client accepts and provides With Honors with a testimonial, Client understands the content of the Testimonial, along with a photo and/or video of Client, may be published on With Honors’ Website or social media accounts or other marketing material. Should Client agree to provide a testimonial, Client agrees to With Honors’ rights to use Client’s testimonial for any and all purposes as With Honors decides in its sole discretion. No payment or additional services will be provided in return for Testimonial aside from the already exchanged consideration including participation and exposure. Client understands he or she is granting With Honors an unlimited, irrevocable, royalty free license in perpetuity to use, publish, modify, distribute, or repurpose any content provided to With Honors as part of a Testimonial.

Client gives With Honors an unlimited, irrevocable, royalty free license to use, repost, share, publish, and otherwise use the text, name, image, and/or likeness, ideas, feedback, designs, pictures, videos, graphics, or other such content of Client which Client voluntarily posts to social media or sends to With Honors via email, Slack, or other modes of communication, including, but not limited to, the With Honors Facebook Page, Twitter comments, With Honor’s Instagram comments, With Honor’s Instagram (including tags), DMs to With Honors, or any member of the With Honors team personally or otherwise.

Payment and Payment plans.

Clients will receive access to the Program only following payment in full of a one-time fee as determined by With Honors from time to time (“Fee”), payable via With Honor’s third-party payment processor, Kajabi, on the applicable sales page. Client understands and agrees that there is no payment plan option available for With Honors, and payment of the Fee must be received in full and processed prior to Client receiving access to the Program. With Honors reserves this right to cancel Client’s access to the Program should there be any issue with Client’s payment that is not timely resolved by Client. Client further agrees to the terms, conditions, and policies of Kajabi, which can be accessed at https://kajabi.com/policies.

Refund Policy.

As Client will receive full access to the Program, upon payment of the Fee, in digital format, Client understands and agrees With Honors is not able to offer refunds of any kind (full or partial) once Client has purchased access to the Program regardless of whether the reason for the refund request is related to the Client or With Honors. Client confirms he/she will do all necessary research to confirm the details of the Program prior to purchase.

Client further agrees and understands that changing his/her mind about the Program, failing to follow through or understand the details of the Program, not experiencing the results he/she expected or desired, or experiencing any other similar situations does not entitle Client to a refund. Client understands that by using the Website, Program and paying the Fee it consents to the refund policy.

Technology.

With Honors is not responsible for any specific technology or applications Client may need in order to adequately receive the benefits or offerings of the Program. Client’s inability to access any part of the Program, including, but not limited to, any bonuses, worksheets, or spreadsheets due to technology on Client’s end does not qualify Client for a refund and Client assumes all responsibility therefor.

Client understands this is a completely digital, pre-recorded video module that does not include any live, personalized, or in-person training from With Honors, it’s members, employees or its affiliates. Client may access, view, and implement modules, materials, replays, and bonuses through the Website at his/her own pace and as made available by With Honors.

Voluntary Participation.

Client understands and agrees that he/she is voluntarily choosing to enroll in the Program, and is solely responsible for any outcomes or results. Client acknowledges and agrees that With Honors is not responsible nor liable to Client should Client sustain any injuries or damages, incur harm (financial, emotional, business, or otherwise), or encounter any other negative ramifications related to Client’s use of the Program and Website. Client agrees that he/she is fully responsible for his/her health and well-being, finances, legalities, and other details of Client's business, including participation in the Program and any results he or she may see therefrom.

Prohibited Activities.

You may not access or use the Program for any purpose other than the purpose for which we make it available to you as a learning and educational resource tool. We prohibit certain activities in connection with the Program, as determined in our sole discretion. You may not download, copy or screen shot the content for any use. These prohibited activities include, without limitation, the following:

Criminal or tortious activity, including fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, trademark infringement, or theft of trade secrets. Using any information obtained from the Program, or the Program itself, in order to contact, advertise to, solicit or sell any products or services to any other user or person without their prior explicit consent. Interfering with, disrupting or creating an undue burden on the Program or the networks or services connected to the Program. Attempting to impersonate another user or person. Using any information obtained from the Program in order to harass, abuse or harm another person. Using the Program in a manner inconsistent with any and all applicable laws and regulations. Using or otherwise accessing the Program for any reason other than a good faith interest in participating in and engaging with the content and information presented in connection therewith. Undertaking any activity which infringes on our or any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity and privacy. Posting or submitting any content which is libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene. Engaging in any type of bullying, harassment, other offensive behavior toward other users or With Honors. Transmitting any trade secret or other material, non-public information about any person, company or entity without the authorization to do so. Restricting or inhibiting any other visitor from using the Program, including without limitation, by means of “hacking” or defacing any portion of the Program. Modifying, adapting, sub-licensing, translating, selling, reverse engineering, decompiling, or disassembling any portion of the Platform. Removing any copyright, trademark or other proprietary rights notices contained in the Program. Distributing any virus, worm or other similar or deleterious files, scripts or programming routines through the Program. Using any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” the Program or in any way reproduce or circumvent the navigational structure or presentation of the Program or its contents, authentications and security measures. Attempting to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Program, or modifying, translating, or creating derivative works based on the Program.

DMCA/Copyright Policy.

With Honors respects the intellectual property of others and expects its Clients to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate access to the Program of any Client who repeatedly infringes the rights of copyright holders.

With Honors will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own copyrights in a work and believe that your intellectual property rights in that work have been infringed by an improper posting or distribution of it via the Program, then you must send With Honors a written notice that includes the necessary information pursuant to the U.S. Digital Millennium Copyright Act. With Honors will only receive DMCA notices by email directed to its Designated Agent at the email address below: Email: happiness@withhonors.co

Attn: Copyright Agent

With Honors may elect to not respond to DMCA notices that do not comply with all the necessary requirements, and may elect to remove allegedly infringing material that comes to its attention via notices that do not comply with the above.

Third Parties.

These Terms of Use are between you and With Honors. The foregoing notwithstanding, please note that the Program may enable access to, or incorporate the functionality and/or services of, a linked site that is operated by a third party, including but not limited to Kajabi. Company has no control over such sites nor does it endorse or approve them. As such, we make no warranties or representations with respect to the accuracy, completeness or timeliness of any content made available to you through Program from any third-party, nor any acts they may take, or omit to take, in relation to the Program. You agree that we assume no responsibility for the content, services, offerings or conduct of such third parties. You further understand and agree that any interactions you have with any third party through or as a result of your use of the Program may be governed by such third-party’s terms of use, privacy policies, or other rules or agreements, which may differ from the terms of this Agreement. In no event shall With Honors be liable to you for your breach of such third-party’s terms or policies, and you shall indemnify and hold With Honors harmless from and against any claim made by such third-party against With Honors for any such breach and agree to waive any and all claims against With Honors from any disputes or claims that arise from the use of a third party service.

Disclaimer /No Guarantees.

With Honors attempts to ensure that the Program is as useful and accurate as possible. However, we do not warrant that the Program and any and all information and materials in connection therewith, is accurate, complete, reliable, current, or error-free. With Honors cannot guarantee results from the Program, and cannot make any representations or guarantees regarding individual results. As such, Client agrees to hold With Honors harmless from any damage or injury that may occur as a direct or indirect result of Client’s use of the Program. THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WITH HONORS, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

WITHOUT LIMITING THE FOREGOING, WITH HONORS DOES NOT REPRESENT OR WARRANT (I) THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, (II) THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROGRAM, WEBSITE, OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (III) THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE PROGRAM. ANY MATERIAL OR DATA THAT YOU OBTAIN THROUGH THE PROGRAM OR WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

Earnings Disclaimer: With Honors does not make any guarantees or assurances regarding a particular financial outcome based on use of the Program, nor is With Honors responsible or liable for Client earnings, or any increase or decrease in finances based upon information within the Program. Any information or testimonials regarding other past or current clients’ participation in other With Honors programs, With Honors income generated from content, or working with With Honors contained on Website or in sales, marketing, or promotional material that contain financial information are individual to such other client, and results may vary for you.

Client also understands he or she is electing to purchase Program based upon an independent decision.

No Warranty; No Medical or Professional Advice: With Honors makes no representations as the merchantability, accuracy, timeliness, completeness, quality, advise, or content that is included in the Program. The Program is not to be considered a substitute for personalized business, medical, or legal advice. The program is not designed to treat any mental, emotional, or other medical conditions, nor do we guarantee it will be a good fit for your business or goals. If you as the Client believe you may be in need of coaching, attention, or treatment that falls outside what’s included within the Program, or are not certain With Honors is right for you, please contact the relevant professional to assist with your needs.

Limitation of Liability.

IN NO EVENT SHALL WITH HONORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT WITH HONORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL WITH HONOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF (I) THE AGGREGATE AMOUNTS PAID BY YOU TO WITH HONORS OR (II) ONE HUNDRED ($100.00) DOLLARS.

Applicable law may not allow the limitation of liability set forth above, so this limitation of liability may not apply to you.

Intellectual Property. The Program, including any copyrightable materials, including but not limited to videos, photos, images, graphics, designs, documents, charts, graphs, handouts, worksheets, logos, button icons, text, instructions, audio clips, and digital downloads, trade names and symbols, inventions and ideas, and other data and materials are the property With Honors or its licensors and constitute copyrights, trademarks, patents, trade secrets, and other intellectual property rights of With Honors or its licensors under U.S. and foreign laws and international conventions.

You are prohibited from using any Intellectual Property including the trademark displayed through the Program, including “With Honors”, for any purpose including, but not limited to, use as meta tags on other pages or websites on the World Wide Web, without the written permission of With Honors or such third party which may own the Intellectual Property.

You agree not to engage in the use, copying or distribution of the Program or any other information or data generated or produced using the Program, for any commercial purpose without With Honors prior written consent. You agree not to circumvent, disable or otherwise interfere with security related features of the Program or Website. We may, but are not obligated to, periodically provide updates to the Program and/or Website to resolve bugs or add features and functionality. You do not acquire any ownership rights to the Program or to any other information contained on or services offered through the Website. All rights not expressly granted in these Terms of Use are reserved by With Honors and its respective licensors, affiliates, and contractors.

If any violation is discovered or suspected by you, With Honors reserves the right to immediately end Client’s participation in the Program without refund, as well as access to any materials Client may have purchased, without refund, and reserves the right to prosecute any actionable infringement or misuse to the full extent of the law.

Indemnification.

Client agrees at all times to defend, fully indemnify and hold With Honors, it’s owners, employees, contractors, and any affiliates, agents, team members, contractors, experts, or other parties associated with With Honors harmless (including reasonable attorneys fees and costs) from any causes of action, damages, losses, costs, or expenses incurred as a result of Client’s participation or access to the Program or Website, as well as any third-party claims of any kind (including reasonable attorney’s fees and costs) arising from his/her actions as a direct or indirect result of using the Program or Website. Should With Honors be required to defend itself in any action directly or indirectly involving Client, or an action where With Honors decides Client’s participation or assistance would benefit With Honor’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by With Honors, free of charge.

Arbitration/Class Action Waiver

Agreement to Arbitrate.

For purposes of this Agreement, Client and With Honors are each referred to as a “Party” and collectively, as the “Parties”. The Parties shall use their best efforts to settle any dispute, claim, question, or disagreement related to these Terms of Use and/or the Program (“Dispute”) directly through consultation and good faith negotiations, which shall be a requirement prior to either Party initiating arbitration or litigation. All Disputes shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the provisions of its Consumer Arbitration Rules, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including, but not limited to, any claim that all or any part of these Terms of Use is void or voidable. The arbitrator shall be empowered to determine the validity of any claim and to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. The Parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Class Action Waiver. The Parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.

Exception - Litigation of Small Claims Court Claims. Notwithstanding the Parties’ decision to resolve all disputes through arbitration, either Party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

Thirty Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth this Agreement by sending written notice of your decision to opt-out to the mailing address set forth below. The notice must be sent within thirty (30) days of your first access to the Program, otherwise you shall be bound to arbitrate disputes in accordance with the terms set forth above. If you opt-out of these arbitration provisions, we also will not be bound by them. In addition, if you elect to opt-out of these arbitration provisions, we may terminate your use of the Program or Website.

Applicable Law.

This Agreement shall be governed by and under control of the laws of California regardless of conflict of law principles, and regardless of location of Client. The courts of Los Angeles County, California shall have exclusive jurisdiction to adjudicate any Dispute arising under or in connection with this Agreement that is not subject to the Arbitration section above.

Amendments.

This Agreement may be modified from time to time to reflect changes in the Program or Website, With Honors policies, or other relevant updates. In the event that With Honors makes any material changes to these Terms of Use, With Honors will notify Client via email, and invite Client to review these revised Terms of Use. Continued access of and/or participation in the Program or Website will constitute acceptance of any and all updates or amendments to this Agreement, and continued agreement herewith.

Force Majeure.

With Honors shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond With Honors’s reasonable control, including, without limitation, any “act of god”, act of government, flood, fire, civil unrest, act of terror, strike or other labor problem, computer attacks or malicious acts, mechanical, electronic or communications failure or degradation, pandemic, or any other cause whatsoever, which is beyond our reasonable control (“Force Majeure Event”). Without limiting the foregoing, we shall have no obligation or liability to provide the Program if we are unable to do so, in our sole discretion, due to a Force Majeure Event. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Severability.

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable.

Assignment.

These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent. With Honors may transfer, assign or delegate these Terms of Use and our related rights and obligations without obtaining your consent.

Entire Agreement.

These Terms of Use supersede all prior and contemporaneous agreements, representations and warranties and understandings, whether oral or written, with respect to the Program or its contents. Modifications to the Terms of Use that are not posted on the Program are not valid unless made in writing and signed by an authorized representative of With Honors.

Notices.

You consent to receive notices and other communications regarding these Terms of Use through posting of notices on the Website and/or by email at the email address you provide in connection with your user account. You agree that all agreements, notices, disclosures, and other communications that With Honors posts or provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing. Notice to us shall be at the address listed with the department of state for our Registered Agent.

Contact Us.

If you have any questions about these Terms of Use or the Program, you may contact us email at happiness@withhonors.co.

Last updated: February 26, 2021