You being given BTE Builders Program (referred to below as the “BTEBP,” the “BTE Program,” “BTE” or the “Program”) from Change From The Inside Out, LLC dba Karen Hudson. (the “Company,” “we,” or “us”). You must be at least 18 years of age or older to be given access to the BTE Program.
The BTE program includes Live Q & A course calls, course content and materials, other information and materials furnished by the Company and access to a website for members of the Program. By being given access to the BTE Program, you and the Company agree to the following legal terms and conditions that govern your use of the BTE Program and that form a legal agreement between you and the Company:
INTELLECTUAL PROPERTY
You agree that the BTEBP Program contains proprietary information and material that is owned by the Company and/or its licensors and is protected by copyright, trademark and other applicable intellectual property laws. Duplicating, sharing or uploading Product files to anyone (in your team or not) or any sharing sites is considered stealing and the Company will prosecute such misconduct to the fullest extent permitted by law.
The Company provides you with the BTEBP Program solely for your personal, noncommercial use, and you agree that you will not use such proprietary information or materials in any way whatsoever except for use in compliance with this Agreement. You will not use the BTE PROGRAM or the materials available in the Program in a manner that constitutes an infringement of the Company’s rights or that has not been authorized by the Company. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the BTE Program. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, noncommercial use, provided that you keep intact all copyright and other proprietary notices and agree not to share with ANYONE in ANYWAY at ANY TIME
To be clear: please be aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference the Company, Karen Hudson, BTE , and the BTEBP content, or infringe on any of the Company’s intellectual property in any way. Any material that you create should be focused on your business, not ours. All copyrights in and to the BTE Program (including the compilation of content, postings, links to other internet resources, and descriptions of those resources) are owned by the Company and/or its licensors, who reserve all their rights in law or in equity. THE USE OF THE COMPANY’S BTE PROGRAM, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.
Company trademarks, service marks, graphics, and logos used in connection with the BTE PROGRAM are trademarks or registered trademarks of the Company. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
The BTE PROGRAM is an individual program. Upon registration you will receive one username, password, and a member profile for use during the live course and in the private member site.
When your team members are ready to go through the program with YOU as their mentor, they will be given their own access and agree in full with these terms of condition as well. There is NO NEED TO SHARE at any time. They will have access themselves upon application and acceptance into the BTE PROGRAM.
PRIVACY AND CONFIDENTIALITY
The BTEBP is subject to the Company’s Privacy Policy. The Company does not knowingly collect personal information from children under the age of 18 and does not wish to do so. The Company reserves the right to request proof of age so that it can verify that minors under the age of 18 are not using the BTE Product.
We respect your privacy and must insist that you respect the privacy of other people that participate in the Program (“BTE Participants” or “Program Participants”). Thus, consider this a mutual non-disclosure agreement.
We respect your confidential and proprietary information, ideas, plans and trade secrets (collectively, “Confidential Information”) and by being a participant in this program you agree to respect the same rights of BTE participants, the BTEBP and representatives of the Company.
Thus, you agree:
- not to infringe on any copyright, patent, trademark, trade secret or other intellectual property rights of the Company and the Program Participants.
- that any confidential information shared by BTE Participants or any of the Company’s representatives is confidential and proprietary and belongs solely and exclusively to the Participant who discloses it or to the Company.
- not to disclose such information to any other person or use it in any manner other than in discussion with other BTE Participants during training sessions.
- that all materials and information provided to you by the Company are the Company’s confidential and proprietary information and intellectual property, belong solely and exclusively to the Company, and may only be used by you as authorized by the Company.
- the reproduction, distribution and sale of these materials by anyone but the Company is strictly prohibited.
- that if you violate, or threaten to violate, any of your agreements contained in this paragraph we will be entitled to, among other things, injunctive relief to prohibit such violations.
While you are free to discuss your personal results from our programs and training, you must keep the experience and statements, oral or written, of all other participants in the strictest of confidence. As well as the STRUCTURE, FUNCTION, DELIVERY METHODS, WORKSHEETS and CONFIDENTIAL and PROPRIETARY INFORMATION PRIVATE. THIRD-PARTY MATERIALS AND WEBSITES
The Company may provide links to third-party materials and websites and establish a Facebook group as a convenience to you and other BTE Participants. These third-party materials and websites are not part of the BTE PROGRAM and they may be either withdrawn or terminated at any time without any liability on the part of the Company. You agree that you will be responsible for all and other obligations associated with your use of any and all third-party materials and websites. In addition, you agree that the Company is not responsible for examining and evaluating the content and accuracy of any third-party materials and websites, and the Company does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party and that the Company will not be liable for your improper use of third-party materials and websites.
YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE BTE PRODUCT IS AT YOUR SOLE RISK. By being given access to the BTE Product, you accept, agree and understand that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties or guarantees verbally or in writing regarding your earnings, business profit, marketing performance, audience growth or results of any kind. You alone are responsible for your actions and results in life and business which are dependent on personal factors including, but not necessarily limited to, your skill, knowledge, ability, dedication, business savvy, network and financial situation, to name just a few. You also understand that any testimonials or endorsements by our customers or audience represented on our programs, websites, content, landing pages, sales pages or offerings have not been scientifically evaluated by us and the results experienced by individuals may vary significantly.
Any statements outlined on our websites, programs, content and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no professional legal, medical, psychological or financial advice.
ADDITIONAL TERMS AND CONDITIONS
1) GOVERNING LAW. You and the Company have entered into this Agreement in the State of Oregon and agree that the validity, interpretation and legal effect of this Agreement, as well as all disputes among you and the Company, shall be determined in accordance with the laws of the State of Oregon, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction.
2) LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS OR LICENSEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR OUT OF YOUR USE OF THE BTE PRODUCT. YOU’RE SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE BTE PRODUCT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
THE COMPANY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH YOUR PURCHASE AND USE OF THE BTE PRODUCT, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
2) NON-DISPARAGEMENT. You agree that you will not engage in any conduct or communications with a third party, public or private, designed to disparage the Company, BTE PROGRAM OR Karen Hudson including but not limited to any remark, comment, message, information, declaration, campaign, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory, defamatory, libelous or slander.
3) BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties. You have no right to assign this Agreement, by operation of law or otherwise. The BTE Product is a non-transferable program.
4) TERMINATION. The Company is committed to providing all customers in the Program with a positive Program experience. If you fail, or the Company suspects that you have failed, to comply with any of the provisions of this Agreement, the Company, in its sole discretion and without notice to you, may: (a) limit, suspend, or terminate your participation in the BTE Program without refund or forgiveness of monthly payments; and/or (b) terminate this Agreement. Your obligations to the Company under this Agreement will survive expiration or termination of this Agreement for any reason.
5) CHANGES. The Company reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the BTE Program. Such modifications and additional terms and conditions shall be effective immediately and incorporated into this Agreement. Your continued use of the BTE Product will be deemed your acceptance thereof. The changes may be listed in an area accessible to you on the Company’s website or you may be notified by either e-mail or postal mail.
6) INDEMNIFICATION. By using the BTE Program , you, to the extent permitted by law, agree to defend, indemnify, and hold harmless the Company, its owners, officers, employees, contractors, directors, related entities, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from your breach of this
Agreement and/or use of the BTE Product. You shall defend the Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. You recognize and agree that all of the Company’s owners, officers, employees, shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.
7) RESOLUTION OF DISPUTES BY ARBITRATION. YOU AND THE COMPANY AGREE TO RESOLVE ANY CONTROVERSY, DISPUTE, CLAIM OR GRIEVANCE, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, BY ARBITRATION THAT WILL TAKE PLACE IN Clackamas county, Oregon, UNITED STATES OF AMERICA AND BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) PURSUANT TO THE AAA COMMERCIAL ARBITRATION RULES. SUCH ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR WHO SHALL BE SELECTED BY THE APPLICABLE AAA RULES AND THE ARBITRATION HEARING SHALL BE HELD WITHIN ONE HUNDRED AND TWENTY (120) DAYS FROM THE DATE THE ARBITRATOR ACCEPTS HIS OR HER APPOINTMENT AS ARBITRATOR.
THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING UPON THE PARTIES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE CONFIRMED AND ENTERED AS A JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS’ FEES AND OTHER ARBITRATION COSTS. SHOULD THE AAA FIND THAT ITS CONSUMER ARBITRATION RULES APPLY; THE PARTIES WILL RETAIN THE RIGHT TO SEEK REMEDIES IN SMALL CLAIMS COURT FOR DISPUTES AND CLAIMS WITHIN THE JURISDICTION OF THAT COURT.
FURTHER, ANY SUCH CONTROVERSY, DISPUTE, CLAIMS AND GRIEVANCES WILL BE PURSUED INDIVIDUALLY AND NOT AS A CLASS ACTION. YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. PLEASE NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY NOT BE AVAILABLE IN ARBITRATION. FOR EXAMPLE, THE PARTIES ARE WAIVING THEIR RIGHT TO A JURY TRIAL, AND PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM THAT AVAILABLE IN COURT PROCEEDINGS. IN ADDITION, THE ARBITRATOR’S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO MODIFY OR SET ASIDE AN ARBITRATOR’S AWARD IS STRICTLY LIMITED.
8) EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of the Company’s intellectual property rights and confidential and proprietary information by you, the Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. The Company may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional or injunctive relief that is necessary to protect its rights and property pending the outcome of the Arbitration referenced above. You consent to the personal and subject matter jurisdiction of the federal and state courts in Clackamas County , Oregon, United States of America for purposes of any such action by the Company.
9) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
10) SEVERABILITY. The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail, but in such event the provision effected in this Agreement shall be limited or eliminated only to the extent necessary, and the remainder of this Agreement shall remain in full force and effect.
11) NO WAIVER. The failure of any party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision shall not be deemed to be a waiver of any other breach of such provision or any other provision.