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Wilson and Associates Coaching and Consulting, LLC

Program Terms and Conditions
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This is a legally binding agreement which governs your relationship with Wilson and Associates Coaching and Consulting, LLC (Company) and may limit one or more of your substantial rights. 

 

Please read these Terms and Conditions carefully before using any Wilson and Associates Coaching and Consulting, LLC., (Company) Services.

 

Use of the Services as defined below, including purchasing and/or participating in a Program (e.g.  Soul's Food) or accessing any materials presented by the Company, is subject to the following Terms. These Terms apply to all Users and all other Users of the site.  

 

By:

  • purchasing or participating in a Company Program, 

  • accessing Company Materials, 

  • checking the box during the checkout process, or

  • using the Site or Service, 

 

you agree to these Terms in full, including as they are amended from time to time, and acknowledge reading them.

 

If you do not understand or do not accept the Terms, please do not purchase this Program and do not access any of the Company’s proprietary materials, as doing so constitutes your full acceptance and understanding.

Definitions

  • “Company”, “we”, “us”, “they” and “our” refer to Wilson and Associates Coaching and Consulting, LLC, and, for the purposes of these Terms, Soul's Food.

 

  • “User,” “you”, and “your” refer to Users, User’s team members (including employees, contractors and other representatives of User and User’s company), Users of the site, and Users of Wilson and Associates Coaching and Consulting LLC’s programming, including but not limited to Soul's Food, DEI Dinner Party, DEI Dinner Party: LIVE, Disrupt Your DEI: The Course.

 

  • “Program” includes any membership, subscription, course, seminar, retreat, session, class, event, or other offerings by the Company.

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  • “Service” or “Services” refer to the services included in the designated Program or accessing Wilson and Associates Coaching and Consulting, LLC’s audio and video content.

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  • “Terms” means these Terms and Conditions as they are amended from time to time.

Program Term

  • The Soul's Food Program spans June-September 2023 

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Benefits & Services 

Client will receive the following benefits and services:
 

  • Soul's Food provides 1:1 coaching taking place in June, August, and September 2023

  • In-person gathering in September 2023

Fees & Payment Options

Members have the option of joining Soul's Food with one of two payment options:  

 

Pay-in-Full  

  • Pay-in-Full members will be charged a one-time fee. 

 

Pay-in-overtime

  • Pay-over-time members pay the fee in installments. Methods of payment include being charged the initial payment upon sign-up.

  • After initial payment, the Company will bill User 2 additional times on the same day of each month, beginning on the date of their subscription.  

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ACCEPTANCE OF THIS AGREEMENT IS YOUR COMMITMENT TO PAY YOUR BALANCE IN INSTALLMENTS.

YOU FURTHER AGREEMENT TO KEEP ACCURATE PAYMENT INFORMATION ON FILE AT ALL TIMES. 

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Late payments.

  • If any fee outlined in this Agreement remains unpaid after the fifth business day following its due date, Wilson and Associates Coaching and Consulting, LLC reserves the right to assess a penalty fee of ten percent (10%) of the payment due at its own discretion. 


 

  • We reserve the right to restrict your access to the Services, or terminate your participation in the Services unless and until all outstanding program fees and assessed penalties are paid in full. If your Program fees remain unpaid 30 days after the initial due date, your account will be referred to our collection agency. 

 

  • If you fail to pay any amount due under this Agreement when it is due and continue to be delinquent in payment, we may also charge you any other fees or costs incurred in connection with sending the matter to a collections agency and including but not limited to attorney’s fees and costs related to the collection. 
     

  • In all cases, Wilson and Associates Coaching and Consulting, LLC reserves the right to cancel your subscription and/or demand payment of the total balance if you fail to make any payment within 5 business days of such payment’s due date. The remaining balance of any membership shall remain due. 

 

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Payment Security and Chargebacks. 

  • To the extent that User provides the Company with credit card information for payment, the Company is authorized to charge User’s credit card for any unpaid charges on the dates set forth herein. If User uses an installment option to make payments to the Company, the Company is authorized to make all charges at the time they are due and not require separate authorization to do so. User agrees to not initiate any chargeback proceedings of any kind at any time after accessing the Membership. User is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. 

 

USER SHALL NOT CHANGE ANY OF THE CREDIT CARD INFORMATION PROVIDED TO COMPANY WITHOUT NOTIFYING COMPANY IN ADVANCE. IF THE CREDIT CARD ON FILE IS LOST, STOLEN, OR OTHERWISE REPLACED, USER WILL PROVIDE UPDATED CARD INFORMATION TO THE COMPANY AS SOON AS POSSIBLE. USER UNDERSTANDS AND AGREES TO CONTINUALLY PROVIDE AND UPDATE IF NECESSARY, THEIR PAYMENT INFORMATION AT ALL TIMES. THE FAILURE TO DO SO MAY RESULT IN TERMINATION FROM THE MEMBERSHIP. 

 

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Refunds, Cancellation and Auto Renewal.

 

NO REFUNDS. 

  • Wilson and Associates Coaching and Consulting, LLC will issue NO REFUNDS under any circumstances for your cancellation of your participation in a Program.  In the event that You elect to terminate your participation, you understand that if you are enrolled in the Program via an installment payment plan, your remaining installments will still remain due in full to the Company even in the event of cancellation. Wilson and Associates Coaching and Consulting, LLC will not issue any refunds, under any circumstances for your cancelation of the program. 


 

  • You may elect to cease participation in the Program(s) and/or cancel your subscription; however, please note that if you selected to pay for a Program through an installment payment plan, you will remain obligated to pay all remaining unpaid and owed program fees in full.  

 

 Company Initiated Cancellation.  

  • Wilson and Associates Coaching and Consulting, LLC may cancel your Program participation at any time for any reason by providing written notice to you. In the event that Company cancels your access to the Program, at any time, for any reason whatsoever in our sole discretion, then Company will issue a prorated refund of any collected Program fees (minus any fees or miscellaneous costs) based on the date of your termination. 

 

Community Agreements and Guidelines

The following terms also govern and apply to your use of the Site and Services, and they are incorporated in these Terms by this reference:

 

Restrictions

Member agrees that they will not share outside of the community:

  • Share member comments without permission

  • Reproduce any of the information received as part of their participation and share it with non-members (unless within duties of their professional diversity equity and inclusion roles)

  • Post inappropriate, inaccurate or offensive content to program community forums and discussions

  • Share or cause to be shared any materials, including comments, posts, videos or any other content developed now or in the future outside of the community

 

A FAILURE TO COMPANY WITH ANY OF THE COMMUNITY AGREEMENTS AND GUIDELINES MAY RESULT IN BEING TERMINATED FROM THE PROGRAM. IN THE EVENT A USER IS TERMINATED FROM THE PROGRAM AS A RESULT OF A VIOLATION OF THE MEMBERSHIP GUIDELINES, THE USER IS NOT ENTITLED TO A REFUND OF ANY KIND FROM COMPANY. 

No Discrimination. 

  • The Wilson and Associates Coaching and Consulting, LLC coaching team is a diverse group of coaches, with our founder and senior coach being a Black Woman, and most of our coaching team and guest coaches being Black and Indigenous women, women of color, and nonbinary people. You attest that you welcome the opportunity to be coached, led, and directed from a diverse group of coaches.

General Program Terms 

  • Unless otherwise indicated, you may only access the Program Services while you are a current and paying member of the given Program.

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  • Wilson and Associates Coaching and Consulting, LLC only has the power to provide access to its services and opportunities to Users.

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  • If User fails to attend, utilize, or access the Services or Program, or fails to achieve the results User desires, USER REMAINS RESPONSIBLE FOR ALL PAYMENTS INCURRED BY USER’S PARTICIPATION IN PROGRAM.

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  • Wilson and Associates Coaching and Consulting, LLC may alter or substitute non-material details to a Program from time to time pursuant to its own discretion. Such alterations may include minor subject matter and personnel modifications.

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  • Company cannot make any guarantees about the results a User may or may not receive simply by purchasing, or engaging in, or partially completing, or fully completing the materials and/or content within the Program. User recognizes that prior results do not guarantee a similar outcome. Thus, the results obtained by others applying the principles set forth are not a guarantee that you or any other person or entity will obtain similar results. 

User Responsibilities

  • You understand that your failure to meet the requirements set forth in this section will likely impair your ability to access, participate, and benefit from the Program(s) at no fault of Wilson and Associates Coaching and Consulting, LLC.

 

Tools to be Provided by You. 

  • You understand and agree that your participation in the Program(s) will require you to have access to certain tools, including access to the internet, a computer, and cellular device.  You further understand that you may be required to provide information and documentation to Wilson and Associates Coaching and Consulting, LLC that may be required by us to effectively perform responsibilities in connection with the Services. 

 

Technological Skills.  

  • You understand and agree that basic technological aptitude is necessary to interact with the Company and to access and participate in the Program(s). Such aptitude includes the ability to access the internet, download documents, access and navigate social media and email, and access and navigate remote communication platforms. 

 

Personal Effort. 

  • You understand that your success in the program is dependent upon your level of participation in the Services. In order to get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service, and make considerable efforts toward your own personal and professional development on your own time during the term of Services. You are responsible for requesting support from us when needed.

 

Transportation, Lodging, and Event Expenses:

  • Transportation and lodging to in-person events are the responsibility of the User, unless specifically provided in the offer details.

Confidentiality:

 

User Information:

Any of User's information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know-how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing you with the services specified hereunder without your express written consent, other than to comply with law. Confidential Information shall not include any information which 

  • becomes available to the public through no breach of confidentiality by Company,

  • was in Company’s possession prior to receipt from the disclosure, 

  • is received by Company independently from a third party free to disclose such information, or 

  • is independently developed by Company without use of the User’s Confidential Information.

 

Other Participant Information: 

User agrees to keep confidential any Confidential Information shared by fellow participants in the Program (herein referred to as “Participants”).  Any Confidential Information shared by Participants is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. User agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. User agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. User will keep Participants’ Confidential Information in the strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.

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Company Information: 

User agrees to keep confidential any Confidential Information, including any Wilson and Associates Coaching and Consulting, LLC audio content, shared by Company in the Program or through the Services.  Any Confidential Information shared by Company, its employees or contractors is confidential, Proprietary, and belongs solely and exclusively to Company. User agrees not to copy, disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. User agrees not to use such Confidential Information in any manner other than for personal edification and/or in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. User will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.  User understands and agrees that Wilson and Associates Coaching and Consulting, LLC’s audio content is for use only during the term of User’s participation in a Program, and that User’s right to access such content ends when User is no longer a subscriber/member.  User agrees not to share audio content with anyone outside User’s particular Program. You agree to keep confidential any and all materials and/or content made available by Company, shared by Company or any other persons within the Program. User agrees not to disclose, reveal or use any of the Confidential Information or transactions, during discussions on any online platform or other medium (tangible or intangible) or venue outside of the Program. User understands and agrees that Company’s course materials of any kind are for use only during the term of their Membership and that the User’s right to access such content ends upon the termination of their Membership. User further agrees to not share any content of any kind with anyone outside of the Program without the express and full written permission of Company. 

 

Violations of Confidentiality: 

 User agrees that if User violates or displays any likelihood of violating this confidentiality section, the Company and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations. 

 

Company’s Privacy Commitment:

The Company will not share any contact or personal information about the User with other members, non-members, or any third parties.
 

Name, Likeness and Image License

By participating in this program, you hereby grant Company an irrevocable, worldwide, royalty-free, perpetual, non-exclusive license to use, reproduce, distribute, adapt, modify, create derivative works of, publicly perform, publicly display, and make available your name, likeness, and image in any media now known or hereafter devised, for any purpose whatsoever, including but not limited to advertising, marketing, and promotion of Company and its products or services. You agree that you will not receive any compensation of any kind for this usage.

Ownership of Intellectual Property

  • User agrees that the Program contains proprietary content that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws (“Intellectual Property”). Company retains the sole right to use, reproduce, and distribute Intellectual Property throughout the world in any and all media. Company grants User a license to use the Intellectual Property solely for User’s own noncommercial purposes. User agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law.

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  • For the avoidance of doubt, User agrees NOT TO CREATE any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property or that in any way violate Company’s Intellectual Property. Any registered or common law trademark, service mark, logo or tagline used in conjunction with the Program is property of the Company. User may not use such trademarks or service marks for any purpose except with written permission from Company.

Soul's Food includes an ONLINE EXPERIENCE.

  • Soul's Food has components that will require internet access and a computer to participate in the trainings and coaching. 

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Soul's Food includes an IN-PERSON EXPERIENCE

  • Soul's Food includes an in-person gathering in Los Angeles that will require the client to provide their own transportation to-and-from the event venue. If the client needs lodging before or after the gathering, this will also be required at the financial expense of the client.

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Staffing

  • PROGRAM STAFFING NOT GUARANTEED: While the company will make all reasonable attempts to staff Company Programs according to User’s expectations, THE COMPANY MAKES NO GUARANTEE TO STAFF ANY PARTICULAR TEAM MEMBER FOR ANY EVENT OR PROGRAM.  THE COMPANY RESERVES THE RIGHT TO MAKE ALL STAFFING AND PERSONNEL DECISIONS PURSUANT TO THE COMPANY’S OWN DISCRETION AND THE AVAILABILITY AND CAPACITY OF ITS TEAM MEMBERS. Any other additional services provided by Company to User beyond the scope of Program purchased may require additional fees to be discussed and agreed upon by the parties.

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Company Programs: 

  • Unless otherwise set forth below, Wilson and Associates Coaching and Consulting, LLC’s Company Programs, including its memberships, subscriptions, and Stand Alone Events (described below) contain additional terms and provisions which are unique to each Program and will be provided to you as applicable and are now incorporated by reference into this Agreement. You agree to abide by such other terms and conditions. If there is a conflict between these Terms and the terms posted for or applicable to a specific Service, the latter terms shall control with respect to your use of that Company Program.

  • We may make changes to a Service offered by a Company Program, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and we make no commitment to update the materials on the Site with respect to such products and services.

 

Stand Alone Events

  • Wilson and Associates Coaching and Consulting, LLC may periodically offer Stand Alone Events, which are events outside of the Program the User Purchased.  These Stand Alone Events could include: retreats, seminars, classes, sessions, or other Programs to the public, as well as to Wilson and Associates Coaching and Consulting, LLC Users/Clients. Wilson and Associates Coaching and Consulting, LLC makes no guarantees regarding the specific content of or staffing for such Stand Alone Events but shall make a good faith effort to display the content described upon sign-up for the Event. Admittance to Stand Alone Events will cost the amount set forth upon the advertisement for such event, and Wilson and Associates Coaching and Consulting, LLC will issue no refunds.  All ticket sales will be final.

 

Bonus and Special Offers:

  • From time to time, the Company may offer a bonus or special promotion associated with one of the Company Programs.  Any offer to provide company services or resources are subject to the same terms and conditions set forth elsewhere in this Agreement. User shall have access to the bonus resources for the duration of their membership, subscription, or enrollment in the relevant Company Program unless otherwise advised (for example, you may receive bonus 1:1 calls that may expire if unused).

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  • UNLESS OTHERWISE STATED IN THE OFFER, all bonus offers offered by the Company are ONE-TIME offers for NEW USERS and/or PARTICIPANTS. 

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  • NO RETURNING OR RE-ENROLLING CUSTOMER IS ELIGIBLE TO RECEIVE ANY BONUS OFFER.

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Program Alterations

  • Company reserves the right to make reasonable alterations to a Program.  Such alterations may include, but are not limited to: replacing activities as necessary to maintain the safety of participants and the integrity of the select Program experience. You understand that the schedules, itineraries, amenities or element of an in-person Program may be subject to alteration without prior notice due to local circumstances, which may include sickness or mechanical breakdown, flight cancellations, strikes, events emanating from political disputes, entry or border difficulties, extreme weather, and other unpredictable or unforeseeable circumstances or any other reason whatsoever. 

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In-Person Events

  • Unless expressly stated otherwise in the registration for the specific in-person Program, all in-person Programs must be attended in person and will not be livestreamed. You are required to make your own travel arrangements to the events and must comply with the Company’s COVID-19 Policy that will be developed and shared based on the current rules of the jurisdiction during the time of the in-person event. We reserve the right to request emergency contact and medical information from you for in-person Programs YOU UNDERSTAND THAT THE COMPANY RESERVES THE RIGHT TO CANCEL YOUR PARTICIPATION IN A PROGRAM IF YOU FAIL TO COMPLY WITH THIS REQUEST. 

No Guarantees

The Company does not guarantee any outcome of the Services and comments or statements the Company may have made about the outcome of participation in the Program is an expression of our general opinion only. We make no guarantees other than that the Services described in Section 2 shall be provided to you in accordance with this Agreement. You acknowledge that we cannot guarantee any results of the Services, as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us.

 

The Member agrees that the Company cannot guarantee any results from the membership. Any negative or positive results that might occur during the membership are the result of the Member’s own personal choices. 


 

Liability

USER ATTESTS THAT THEY ARE VOLUNTARILY PARTICIPATING IN ALL THE ACTIVITIES WHICH MAY BE INVOLVED IN AND RELATED TO A PROGRAM. 

 

User will not hold the Company liable for any tangible or intangible damage that might happen to them while participating in the membership.

 

User understands that from time to time the company may partner with a Third Party to perform the services and conduct certain programs.  In no event shall Company have any liability to User for any harm to User or User’s Property as a result of the conduct of such Third Party.

 

USER WAIVES, RELEASES, AND DISCHARGES THE COMPANY FROM ANY LIABILITY WHICH MAY OCCUR TO USER DURING A PROGRAM. USER INDEMNIFIES, HOLDS HARMLESS, AND PROMISES NOT TO SUE THE COMPANY OR RELEASED PERSONS FROM ALL LIABILITIES OR CLAIMS MADE BECAUSE OF PARTICIPATION IN A PROGRAM, WHETHER CAUSED BY NEGLIGENCE OR OTHERWISE.

Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Site.  By accessing the Site and/or using the Services, You agree that You have read and agree to abide by these additional terms.

Effect of Headings

  • The subject headings in these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

 

Representations and Warranties

  • Company’s Warranties: Company represents, warrants and covenants that, Company has full authority to enter into these Terms and Conditions and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THESE TERMS, THE COMPANY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.


 

  • User’s Warranties: User represents, warrants and covenants that User has full authority to enter into these Terms and Conditions and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of User’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.

 

Entire Agreement; Waiver

  • These Terms constitute the entire agreement between the parties pertaining to the subject matter contained and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No waiver of any of the provisions of these Terms and Conditions shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

 

Neutral Construction

  • These Terms and Conditions were prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that these Terms and Conditions shall not be construed against Company merely because they were prepared by its counsel; rather, each provision of these Terms and Conditions shall be construed in a manner which is fair to both parties.

 

Amendment

  • We reserve the right to update or amend any portion of our Site and Service, including these Terms and Conditions, at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions. Such amendments are effective immediately upon notice to User by our posting the new Terms and Conditions on the Site. Any use of the Site or Service by User after being notified means User accepts these amendments. It is User’s responsibility to check these Terms and Conditions periodically for changes.

 

Assignment

  • These Terms and Conditions shall be binding on, and shall inure to the benefit of, User and the Company and their respective heirs, legal representatives, successors, and assigns; provided, however, that User may not assign any of its rights under these Terms and Conditions, except to a wholly owned subsidiary entity of User. No such assignment by User to its wholly owned subsidiary shall relieve User of any of its obligations or duties under these Terms and Conditions.

 

Notices

Unless otherwise indicated, all notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and properly addressed to

 

hello@wilson-and-associates.com 

 

or as follows:

 

Wilson and Associates Coaching and Consulting, LLC

8200 S. Vermont Avenue, #511

Los Angeles, CA 90044

 

To:  User at User’s email or billing address provided at the time of purchase.

 

Any party may change its address for the purposes of this paragraph by giving the other parties written notice of the new address.

 

Governing Law; Venue; Mediation

These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. 


 

The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be Los Angeles County, California. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by negotiation, which may include going before a certified mediator or the parties are unable to first negotiate a settlement without such assistance. The parties further agree that their respective good faith participation in negotiation discussions is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

 

In the event that a dispute arises out of this Agreement that cannot be resolved with prior communication between the Parties, then the Parties agree to participate in third-party mediation proceedings. A thirty (30) day notice for mediation commencement can be sent either via email or certified mail that reflects a party’s desire to end prior communication resolution efforts and move forward with mediation. Any fees for mediation will be covered by the Party who sends the notice for the mediation.


 

SUBMISSION TO JURISDICTION

Any legal suit, action, or proceeding arising out of or based upon/relating to this Agreement or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Los Angeles and County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified mail in accordance with to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.


 

Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

 

Severability

If any term, provision, covenant, or condition of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of these Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

 

Force Majeure.  

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement except for any obligations to make payments to the other party hereunder, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; and (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (j) other similar events beyond the reasonable control of the affected party. The party suffering a Force Majeure Event shall give notice within 30 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.




 

Questions about these Terms and Conditions? Email us at hello@wilson-and-associates.com.

Updated: June 12, 2023

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