This Agreement (“The Agreement”) includes Definitions, Terms, and Conditions and is subject to change without prior notice.

 

By browsing or using this website (and any affiliate or linked websites), you agree to comply with, and be bound by, the following “Site Terms & Conditions of Use” which, together with our privacy policy herein, will govern your relationship with Cliff Michaels & Associates, Inc., Cliff Michaels, employees, contractors, sub-contractors, ambassadors, partners, sponsors, vendors, credit-card processing services, legal representatives, affiliates, and assigns (hereinafter and collectively CMA). Said terms & relationship will govern you, your employees, affiliates, contractors, partners, sponsors, vendors, legal, and assigns, students, members, and representatives (collectively You).

 

The terms ‘CMA’, ‘US’, and ‘WE’ refer to CMA. The term ‘YOU’ and ‘YOUR’ refer to the USER, STUDENT, CLIENT, PURCHASER, EDUCATORS, and OTHERS who use, share, or purchase any products, material, e-courses, workshops, consulting, coaching (collectively “Services”) from CMA, whether it be online or offline. This Agreement is effective upon the date you first access or use the Site or Services referenced herein (“Effective Date”) and continues until you or we terminate it (The “Term”). Any new features or tools added to the current Products & Services will also be subject to The Agreement. CMA reserves the right to update and change the Terms of Service & The Agreement by posting updates and/or changes to the CMA website at any time. You must read, agree with, and accept all terms and conditions contained in this Agreement, including the Privacy Policy, Cookies Policy before you use CMA Services or create a CMA account (“Account”). CMA is a California C Corporation, operating under the laws of California and United States of America. By using any CMA Site or Services, you are agreeing to these terms.

 

Technical support is only provided to paying Account Owners and is only available via email unless otherwise agreed to by CMA. You are responsible for the conduct on your Account and the conduct of any third party users if you are an instructor or affiliate of CMA Products & Services. You must ensure that you and your users & customers do not: use CMA Services for any illegal or unauthorized purpose nor may you, in your use of the Services, violate any laws, nor reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without our express written permission; misuse the Services by interfering with their normal operation, or attempt to access them using a method other than through the interfaces and instructions we provide. We reserve the right to modify or terminate the Services for any reason, without notice at any time. We also reserve the right to refuse our Services to anyone for any reason at any time. We may, but have no obligation to, remove Content or suspend an Account Owner’s access to the Services if they share or otherwise make available Content containing material that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. Verbal or written abuse of any kind (including threats of abuse or retribution) by an Account Owner or its representatives directed at any CMA customer, employee, member, officer, or affiliate will result in immediate account termination at our sole discretion.

We reserve the right to provide Services to your competitors and make no promise of exclusivity in any particular market segment. In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.

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CMA retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. If we are unable to reasonably determine the rightful Account Owner, CMA reserves the right to temporarily disable an account until resolution has been determined between the disputing parties. We can also modify, cancel or refuse the Services at any time. In the event of an ownership dispute over your account, we can freeze the account or transfer it to the rightful owner.

Your use of Products & Services is at your sole risk. Products & Services are provided on an ”as is“ and ”as available“ basis without any warranty or condition, express, implied, or statutory. CMA does not warrant that Services will be uninterrupted, timely, secure, or error-free. CMA does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. CMA does not warrant that the quality of any products, Services, information, or other material purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

IN NO EVENT WILL CMA’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF: THE FEES PAID BY YOU FOR THE CMA SERVICES HEREUNDER DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE OR $100 (Which means we are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued). Services are “as is” and may have errors or interruptions and we provide no warranties. The total amount of our potential liability is limited to one month of your fees paid to us.

 

Copyright, Trademark, Disclaimers

All Rights Reserved and owned exclusively by CMA, including all copyrights, trademarks, and product lines of books, digital e-courses, tools, workshops, and other products and services established by CMA in commerce from 1999 to present. Any reference to the term Masterclass, or Masters in Basic Abilities, or Real World MBA DOES NOT imply a college-degree program, NOR is a college degree offered (express or implied). This website also contains materials owned by and/or licensed to CMA. This material includes, but is not limited to: design, layout, look, appearance, words, content, graphics, copyrights, trademarks, published works. Reproduction or distribution without express written consent is strictly prohibited and will be prosecuted to the fullest extent of the law. The absence of a copyright or trademark logo or notices DOES NOT provide YOU or YOURS with any rights to same. Unauthorized use of this website and its content may give rise to a claim for damages and/or be a criminal offense. This website includes links to other websites. These links are provided for your convenience only, and do not signify CMA endorsement of other websites, nor their services and content. Use of this website and any dispute arising from same is subject to laws in California and the United States of America. CMA is based in the state of California but reserves the right to choose any city and state provided by law to enforce any dispute resolution or legal action required by the parties herein.

 

Other Legal & General Disclaimers

All materials and Services on this website are for educational and/or entertainment purposes only, and not intended as legal, accounting, or investment advice. Any CMA site content or course material being used by Affiliate instructors and/or organizations is strictly prohibited without express written authorization. For all such authorized parties, YOU agree to all terms & conditions herein. You agree AT ALL TIMES to seek your own legal, accounting, financial, and professional advice.

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Neither CMA nor any third parties we may reference provide any warranty or guarantee as to the accuracy, timelines, performance, completeness, or suitability of the information and materials (the content AND/OR consulting) found or offered on this website or live presentations. You acknowledge that all information, statistics, laws, and materials presented may contain errors, are subject to debate, and subject to change at any time. You further agree to hold CMA harmless for any inaccuracies, or points of view shared. Use of any information or materials viewed or purchased through this website and/or from CMA, and/or learned through live consulting from CMA, online or in-person, is entirely at your own risk. It is your responsibility to ensure that all Services used through this or any affiliate website meet your needs and systems requirements. CMA is not responsible for any downloads or system errors that may occur on your mobile or computer device as a result of using this website, web links, and Services herein. You may not share or duplicate any account that you purchase for access to CMA Services without express written consent by CMA. Such violation of our terms will result in immediate cancellation of Your account with no refunds or relief of monies owed to CMA.

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Product & Services (Pricing & Expiration)

All products and services may expire within a designated time limit at time of purchase, unless otherwise agreed to in writing by CMA. To gain further access to expired content, you may need to re-purchase material or services at current prices unless otherwise agreed to in writing. CMA reserves the right to modify, discontinue, and/or change prices to Products & Services (or parts thereof), at any time, with or without notice, and shall not be liable to you or any third party for any such modification, price change, suspension, or discontinuance of Services.

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Privacy Policy

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This Privacy Policy sets out how CMA uses and protects any information that you provide us when you use this website. CMA is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, it will only be used in accordance with this privacy statement. CMA may change this policy from time to time by updating this page (Site Terms & Conditions). This policy was made effective as of January 1, 2015. Information We may collect on various forms includes but is not limited to: your name, title, organization name, email address, mailing address with city & zip code, phone number, preferences, and other information relevant to purchases, user surveys, and offers. We require information to understand your needs and provide better service. Other reasons include: Internal record keeping; tax laws, service improvement; special offers, or other information you may find helpful.

 

Security

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In order to prevent unauthorized access or disclosure, we put in place passwords and procedures to safeguard and secure the information we collect online. We do this to ensure that your information is secure to the best of our ability.

 

How We Use Cookies

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A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyze web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences. We use traffic log cookies to identify which pages are being used. This helps us analyze data about webpage traffic and improve our website in order to better suit customer needs. Cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
 

Controlling Personal Information

You may choose to restrict the collection or use of your personal information in the following ways: If you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by writing to us in accordance with the CAN SPAM ACT of 2003. We will not sell, distribute, or lease your personal information to third parties unless we have your permission or are required by law to do so. You may request details of personal information which we hold about you under the Data Protection Act 1998. A small fee will be charged for this admin service. If you believe that any information we are holding on you is incorrect or incomplete, or if you wish to cancel services, please email us as soon as possible at (support@cliffmichaels.com). We will correct or delete any information found to be incorrect.

 

Links to Other Products, Services & Websites

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Our website may contain links to other websites and tools or content of interest. Once you use these links to leave our site, we do not have any control over other websites and are not responsible for the protection and privacy of any information which you provide to other sites, nor are such sites governed by this privacy statement. Always exercise caution and look at the privacy statement applicable to each website and unique URL that you visit. Third-Party Sites as well as our own CMA sites may provide third-party tools or software applications, none of which we can monitor & control at all times, such as online calculators, collaboration tools, or interactive worksheets. You acknowledge and agree that CMA provides access to such tools ‘As-Is’ without any warranties, representations, or conditions of any kind, and without any endorsement. CMA shall have no liability whatsoever arising from or relating to your use of these optional third-party tools. Any use by you of third-party tools, products or services is entirely at your own risk and discretion. Always ensure that you are familiar with and approve the terms on which tools are provided by third-party provider(s), even if they are accessed on or through a CMA site or link. For example, tax calculators or spreadsheets should be used for reference only and NEVER as a substitute for independent tax, financial, or legal advice. CMA does not provide any warranty not are we responsible for third-party tools provided in whole or in part. 

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Affiliate Program

If you sell, solicit, or share CMA products or services, or engage with prospects and clients on behalf of CMA, as an Affiliate, Third-Party Admin, Salesperson, or Ambassador, you must do so with express written permission by CMA, and as an independent contractor to CMA, and by signing and agreeing to all terms & conditions of our Affiliate Program herein. No Affiliate Program or anything in this agreement will constitute employment, a partnership, or joint venture between the parties hereto, and neither party has any authority to bind the other in any manner whatsoever without express mutual written permission. Referral fees paid to Affiliates will be subject to change and must be signed by both CMA and Affiliate. Said fees and any Agreement changes are at the sole discretion of CMA unless otherwise agreed to in writing by CMA. For proper tracking and accounting, and unless otherwise agreed to in writing, all Affiliate sales must occur on a CMA-approved website, through the unique Affiliate link and contracts provided by CMA for each Affiliate sale.

 

Payments to Affiliates will be quarterly (unless otherwise agreed to in writing), and require a minimum of $1,000/month in gross product sales generated by the Affiliate. Affiliates are reviewed monthly for quality of business referrals and ethics. The professional and public conduct of any Affiliate must exhibit the highest level of ethics and integrity at all times (including their employees, assigns, and representatives). Termination of an Affiliate relationship is at the sole discretion of CMA at anytime and for any reason. Referral fees that were due at time of termination will be paid at the end of that pay period, provided the Affiliate was not in violation of any terms and conditions herein.

 

Affiliate Tax Filing & Responsibility

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You are solely responsible for assessing, collecting, reporting, and remitting Taxes for your business. Always consult your legal, tax, and financial professionals. If you wish to be a CMA Affiliate for the purpose of selling CMA products or services (namely e-courses and workshops or coaching & consulting), you are solely responsible for determining which, if any, city, state, federal taxes, or other fees apply to the sale of our products and services, regardless of whether you sell all, or any portion of a CMA product or service. Subject to terms of this Agreement, CMA may grant certain Affiliates a non-exclusive, non-transferable, non-sublicensable, royalty-free license for certain products and services offered by CMA, and access to CMA intellectual property and services, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for business purposes agreed upon by CMA; and (c) in compliance with this Agreement and any updates to our Affiliate Program Terms & Conditions.

Affiliates & Representative Updates, User Information

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We rely on Your representation especially if you are representing students, employees, and users of CMA Products & Services. Upon CMA’s request, you must provide updated User Information satisfactory to CMA. You must keep the User Information in your CMA Affiliate and related Account(s) current (eg: your instructors, students, learners, admin). You must promptly update your CMA Account or notify us with any material changes affecting you, learners, administrators, your representatives, beneficial owners, principals, or any other pertinent information. You must immediately notify CMA, if (a) you experience or anticipate experiencing a Change of Ownership or Account Management Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Proceeding; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.

 

You & Your Business Representative

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If at any time, you assign others to read, perform tasks, or execute contracts on your behalf, You and Your Representative(s) individually affirm to CMA that (a) your Representative is authorized to provide User Information on your behalf and to bind you and/or your Users to this Agreement; and (b) Your Representative has significant responsibility for the control, management, or direction of your business and/or professional actions as it relates.
 

Sole Proprietors, Corporations, LLCs, Trusts, Other Entities

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Whether you are an individual, sole proprietor, or entity, you and your Representative(s) affirm that you and your entities are responsible and liable for your use of the CMA Site, E-Courses & Services, and any obligations of your Users, including payment of any amounts you owe under this Agreement.

 

Age & Entity Requirements

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Unless otherwise approved by CMA and a parent or legal guardian, you must by 13 years of age or older to access CMA E-Courses and Services. If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter into a contract on their own behalf, your Representative must obtain the consent of either your parent, board, or an authorized agent or officer. The approving board, authorized officer, parent, or legal guardian is responsible to CMA and is legally bound to this Agreement.

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Services and Support

 

By accessing or using any CMA Site & Services, you agree to comply with applicable Terms & Conditions. Your access to Services may also be subject to additional terms to which you agree to through product descriptions, disclaimers, user-login protocols, and user-dashboards. If any single term or condition is deemed invalid by law, remaining terms & conditions will apply.

 

Modifications and Updates

 

CMA may modify Site, Terms, Conditions, Services, and Technology at any time, including adding or removing functionality or imposing conditions. CMA may notify you of material changes in, or removal of functionality from, Services and/or Technology that you are using. CMA is not obligated to provide updates but when such updates are available, we will make a best effort to notify users in a timely manner. You must fully comply with any material changes we deem necessary, which may include installing “Technical Updates” within a time period stated in CMA’s notice; or, if there is no date or period stated in the notice, then no later than 30 days after the date of the notice. CMA may subcontract its obligations under this Agreement to third parties.

 

Product & Service Restrictions

 

Unless explicitly authorized in writing by CMA, Users a) may not share user names and passwords, or logins with third parties, nor b) enable or allow any third party to use CMA Products & Services for purposes other than those intended at time of purchase, nor c) work around any technical limitations of the Services or enable functionality that is disabled or prohibited, nor access or attempt to access non-public CMA systems, programs, data, or services; nor d) copy, or attempt to reverse engineer the Services or CMA site functions; Nor use the Products or Services to engage in any activity that is considered illegal, fraudulent, deceptive, or harmful; nor e) perform or attempt to perform any action that interferes with the normal operation of the Services or affects other CMA users; nor f) copy, reproduce, republish, upload, post, transmit, resell, distribute, or infringe upon CMA intellectual property rights in any way, or any part of the Products & Services on any CMA Website(s), without express written permission by CMA.

Beta Tests, Special Products, Offerings, All Services

 

CMA may classify certain products & services as FREE, DISCOUNTED, SPECIAL, PILOT, or BETA, including an old or new product or service feature. Said products and/or services may be available to some Users but not others, and that access is at the sole discretion of CMA. Any and all Products & Services may be incomplete or contain bugs. CMA may suspend or terminate access to Product or Service at any time.

 

Support

 

CMA will make a best effort to provide user support to resolve general issues relating to your CMA Purchase or Account through FAQs, online support, and listed resources available on the CMA Website. Help is also available by contacting CMA through e-mail (support@cliffmichaels.com), and a best effort will always be made to respond in a timely manner.

No Liability or Endorsement of Third Parties

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CMA may link, talk about, or reference third-party individuals and other site content for education and/or entertainment purposes. In doing so, CMA does not rely upon, is not responsible for, nor endorse any content or third-party “Experts, Authors, Speakers, Coaches, Mentors, Teachers, Trainers, Influencers, Entertainers, Leaders, or Source Material.” CMA may promote or enable you to access Third-Party Products or Services. These Third-Party Products & Services are provided for your convenience only and CMA does not approve, endorse, or recommend same. Your access and use of any Third-Party Product or Service is at your own risk and CMA disclaims all responsibility and liability for your use of same. Third-Party Services are not governed by this Agreement or CMA’s Privacy Policy. Your use of any Third-Party Service, including those linked from the CMA Website, is subject to that Third-Party Service’s own terms of use and privacy policies (and you should read said policies, if any).
 

Product & Services Fees

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Fees will typically be stated on the Product Pricing Page, unless You and CMA otherwise agree in writing. CMA may revise Fees at any time. Special Service Fees such as coaching, consulting, and live workshops are priced “case-by-case” and under separate contracts. If CMA revises Fees for a Product or Service you are currently using, CMA will make a best effort to notify you in advance but is not obligated to do so.

 

Collection of Fees and Other Amounts

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You must pay, or ensure that CMA is able to collect Fees and other amounts you owe under this Agreement when due. If you fail to pay invoiced amounts when due, or if CMA is unable to collect amounts due from your CMA Account balance, then CMA may, to the extent Law permits, deduct or recoup those amounts from your account payment method on file, including termination of any accounts you may have with CMA, and file for legal collection if deemed appropriate by CMA.

 

Termination

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You or CMA may terminate this Agreement at any time by a) closing your CMA Account. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again; b) CMA may suspend Services or terminate this Agreement (or any part) for cause; and (c) A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 15 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services; (d) Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

 

Suspension

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CMA may immediately suspend your account if: (a) CMA believes you will violate any Law, Financial Services Terms, or Governmental Authority requirement; (b) a Governmental Authority or a Financial Partner requires or directs CMA to do so; (c) you do not update your account with latest browser or software versions CMA recommends or requires; (d) you do not respond in a timely manner to relevant CMA requests, you do not provide CMA adequate time to verify and process updated User Information; (e) you breach this Agreement or any other agreement between the parties; (f) you breach any Financial Services Terms; (g) you enter an Insolvency Proceeding; (h) You engage in a business, trading practice, or other activity that presents an unacceptable risk to CMA; i) or You present an unacceptable level of credit risk; or j) if we believe you may enable or facilitated illegal or prohibited transactions.

 

Cancellation
 

You may cancel your account at any time by emailing support@cliffmichaels.com and then following the specific instructions indicated in CMA’s response. Once cancellation is confirmed, all of your Content will be immediately deleted from the Services. Since deletion of all data is final, please be sure you do in fact want to cancel your account before doing so. If you request that your content be deleted, CMA will not be held responsible for any lost data, including work progress in an e-course. If you remove content, we may retain a copy to meet our legal and compliance obligations. If you cancel the Services in the middle of the month, you will receive one final invoice via email. Once that invoice has been paid, you will not be charged again for a monthly subscription but there are no refunds for annual or discounted products & services. We reserve the right to modify or terminate Services for any reason, without notice at any time. We may prevent you from creating an account or suspend or terminate any account that you create if we suspect that you have engaged in any crime, plagiarism, or fraudulent activity in connection with our Services, or potential damage to our brand, operations, or CMA in any way.

 

General Liability Disclaimer

 

CMA provides Services “AS IS” and “AS AVAILABLE”. CMA does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Products & Services, Partners, and Platform Technology. CMA is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to use or products, advice of services, hacking, tampering, or other unauthorized access or use of the Services, your CMA Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, CMA is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to CMA Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or CMA Data; (f) Content; or (g) the defamatory, offensive, or illegal conduct of others.

 

Other Limitations on Liability & Affiliates

 

(a) Indirect Damages. To the maximum extent permitted by Law, CMA will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort, or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or CMA have been advised of their possibility. B) General Damages. To the maximum extent permitted by Law, CMA will not be liable to you or Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort, or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to CMA; and (ii) $500 (five hundred dollars) USD.

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Dispute Resolution & Agreement to Binding Arbitration

 

Any dispute between You and CMA is subject to a class-action waiver and must be resolved by individual-binding arbitration. Please read the arbitration provision in this Agreement carefully as it affects your rights under this Agreement.

 

(a) All disputes, claims, and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s rights, will be determined by binding arbitration in Los Angeles, California before a single arbitrator; (b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply; (c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules; (d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction; (e) The parties acknowledge that this Agreement may be evidence of a transaction involving interstate commerce. Notwithstanding the provisions in this Section, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

 

Arbitration Notices

 

a) A party must notify the other party of its intent to commence arbitration prior to doing so. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties agree to meet for the purpose of resolving the dispute prior to commencing arbitration; b) Each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested; (c) Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in Los Angeles, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review; (d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

 

Confidentiality of Arbitration

 

The parties will keep confidential the existence of any arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) CMA may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

Conflict of Rules

 

In the case of a conflict between the provisions of This Agreement and the AAA Rules, the provisions of This Agreement will prevail to the extent permitted by law.

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Class Waiver

 

To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

 

No Jury Trial

 

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

 

Modifications to this Agreement

 

CMA may modify all or any part of this Agreement at any time by posting a revised version on its website(s) (including the introduction to this Agreement and the Definitions), or by notifying you. The modified Agreement is effective upon posting or, if CMA notifies you via e-mail or postal mail. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the CMA Site & Conditions regularly for modifications or notices related to this Agreement. Except as this Agreement otherwise allows, this Agreement may not be modified except by CMA.

 

Notices and Electronic Communications

 

By accepting this Agreement or using any CMA Site or Service, you consent to electronic communications which is incorporated into this Agreement by this reference; a) Unless this Agreement states otherwise, a notice you send to CMA is deemed to be received when CMA receives it; b) In addition to sending you a Communication electronically, CMA may send Communications by physical mail or delivery service to the postal address listed in the your CMA Account. A Communication CMA sends to you is deemed received by you on the earliest of (i) when posted to the CMA Website or Client Dashboard or Login Account; (ii) when sent by text message or email; or (iii) three business days after being sent by physical mail or delivery service.

 

Collection Costs

 

You are liable for all costs CMA incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and other related cost.

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Waivers

 

To be effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

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Force Majeure

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CMA and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in performance or non-performance, to the extent caused by a Force Majeure Event.

 

Assignment

 

You may not assign or transfer any obligation or benefit under this Agreement without CMA consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. CMA may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

 

Severability

 

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
 

Entire Agreement

 

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

 

Other Terms & Conditions

 

You are responsible for keeping your password secure. CMA will not be liable for any loss or damage from your failure to maintain the security of your account and password. A breach or violation of any item in the Terms of Service as determined by the sole discretion of CMA will result in an immediate termination of your Services without a refund. You have to use your own information to create a valid CMA Account and you are responsible for User details of that account. We reserve the right to cancel your service if you violate any of these terms.
 

Account Activation

 

The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Services. If you are signing up for Services on behalf of a third party (eg: your employer), than your employer shall be the Account Owner. You represent and warrant that you have the authority to bind your employer to our Terms of Service
 

Waiver and Complete Agreement
 

The failure of CMA to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitute the entire agreement between you and CMA and govern your use of the Services, superseding any prior agreements between you and CMA (including, but not limited to, any prior versions of the Terms of Service).  If CMA chooses not to enforce any of these provisions at any time, it does not mean CMA gives up that right at a later date. Any ideas, suggestions, concepts, processes, techniques, questions, answers, codes/scripts, and other comments related to our services, site, proposed services, documentation or business (“Feedback”) that you provide to CMA will be owned by CMA and you hereby waive any claim you have to ownership, compensation, monetary or otherwise, for providing Feedback and for CMA’s use of your Feedback.

 

We will not disclose your Confidential Information to third parties, except as required in the course of providing our Services. “Confidential Information” includes any materials or information provided by you to us which is not publicly known. Confidential Information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; (d) we are required by law to disclose; or (e) that you have given your consent or instructed us to disclose.

 

If you remove content, delete your account or if these Terms of Service are terminated, we will be permitted to retain a copy, including archives, of your Confidential Information or any information that is related to your account (including Content and personal information) if such retention is necessary to meet our legal and compliance obligations. We are allowed to keep a copy of certain information if we are required to do so by law.
 

Payment of Fees

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A valid credit card is required for accounts to process orders using a live payment gateway. When your billing period is over, the Account Owner will be sent any remaining invoice via the email you provided. Account Owners must dispute any discrepancies or errors in their invoices within two weeks of their receipt of an invoice or bill. If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of CMA’s Products and Services, (“Taxable Offerings”). Any applicable Taxes are based on the rates applicable to the U.S billing address you provide to us, and will be calculated at the time of purchase. Such amounts are in addition to fees for the Taxable Offerings and will be billed to the credit card you use. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.

Payments Collected by You as a CMA Affiliate
 

CMA offers access to a payments platform through which you may process payment transactions with your students or other users (“CMA Payments”). We use a third party payments processor and platform provider like Stripe Inc. (“Stripe” the “Provider”). We reserve the right to change the Provider at any time and you agree to same.
 

Affiliate Settlement & Chargebacks

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We will deposit the amounts actually received by us for transactions submitted through CMA Payments (less any applicable fees and Chargebacks, defined below) into your designed bank account or by any other means that we may make available and you may select (such as push card payments), in accordance with the payout schedule in your CMA Affiliate plan. Your payout schedule is subject to change if your CMA plan changes. Payouts for new customers may be delayed while we verify your account. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within forty-five (35) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error in accordance with these Terms of Service will be deemed a waiver of any right to amounts owed to you. We may delay settlement if we need to conduct an investigation or resolve any suspicious activity or pending dispute related to any transaction or your account, for the entire time it takes for us to do so. We also may defer settlement or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

The amount of a transaction may be reversed or charged back to your bank account (a “Chargeback”) if the transaction (a) is disputed by one of your students or other users, (b) is reversed for any reason by a payment card network (defined below), our Provider, or a payer’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of these Terms of Service. We will charge you a fee of $25 for each Chargeback. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve (defined below). We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the card-issuing bank or organization or our Provider from your bank account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay settlement of future transactions. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under these Terms of Service until such time that (a) a Chargeback is assessed due to a user’s complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which the user may dispute that the transaction has expired or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any amounts due to CMA under these Terms of Service that are unpaid by you. If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve (defined below) in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying settlement and (d) terminating or suspending your access to the CMA Payments or other Services.

 

Any bank account or payment card information may be held by CMA in order to satisfy any account balances, disputes, refunds, Chargebacks or other liabilities or obligations after leaving or terminating CMA Payments or any other Service offered under these Terms of Service.

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Affiliate Reserves

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We may at any time in our discretion designate an amount of funds that you must maintain in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under these Terms of Service. We may require a Reserve for any reason, including if you have a high rate of Chargebacks or refunds, or other indications of performance problems related to your use of CMA Payments or other Services. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in our favor, or otherwise as we or our Provider may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your account, including but not limited to any funds (a) due to you under these Terms of Service or (b) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under these Terms of Service, including without limitation for any reversals of deposits or transfers made to your bank account.

Refunds and Returns
 

You agree to process returns, and provide refunds and adjustments, for your goods or services through CMA Payments in accordance with these Terms of Service and any applicable payment card network rules or our Provider’s terms. Payment card network rules may require that you will (a) maintain a fair return, cancellation or adjustment policy, (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a card sale, unless required by law and (d) not accept cash or any other item of value for preparing a card sale refund. You are responsible for knowing and adhering to the payment card network rules applicable to you, and CMA will not be liable for any violation by you of the payment card network rules.

 

The amount of the refund/ adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the user for postage that the user paid to return merchandise, if applicable. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the user, you may still receive a Chargeback relating to such sales. You can process a refund through your account up to sixty (60) days from the day you accepted the payment. If the balance in your account is insufficient to cover the refund, we will withdraw up to the requested refund amount from your bank account and credit it back to your user’s card. Transaction fees are also refunded, so the full purchase amount is always returned to your user.

Affiliate Customer Service

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Even if CMA handles disputes and/or chargebacks or refunds on your behalf through CMA Payments, you are solely responsible for all customer service issues relating to your services, including pricing, fulfillment, cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from CMA. Unless otherwise agreed to by CMA in writing, you are solely responsible for your customer service & payment issues relating to your account.

Stripe Connected Accounts. Where Stripe is the Payment Processing Provider, the following provisions will apply: To connect to our platform and process payments through Stripe we will create a Stripe account (a “Stripe Connect Account”) for you that is connected to the CMA Payment platform. You will be required to accept the terms of the Stripe Connected Account Agreement and Stripe Services Agreement as well as any other documentation that Stripe may require (the “Stripe Documentation”). You agree to comply with the Stripe Documentation and not to engage in any activity that is expressly prohibited by Stripe.

Site Terms & Conditions

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