HOLISTIC BUSINESS ACADEMY CO. MEMBERSHIP TERMS & CONDITIONS

 

 

Please read this Agreement carefully before purchasing, accessing, or using any Holistic Business Academy Co. (“HBA”) materials, which includes any written, audio, or visual presentations or documents associated with HBA. By checking the box on the checkout page that links to these terms, enrolling in HBA, or accessing the membership area of the HBA site, you agree to the following terms.

 

If you do not understand or do not accept this agreement, please do not enroll in HBA
and do not access any of HBA’s proprietary materials.

 

 

Definitions

The term “Agreement” refers to the Holistic Business Academy Membership Agreement.

The terms “HBA”, “we”, “us”, and “our” refer to HBA, its employees, agents, and contractors.

The terms “Website” and “Site” refer to http://holisticbusinessacademy.com, the platform used to deliver HBA materials to Members.

The terms “Member”, “user”, “you”, and “your” refer to HBA members and any other users of the Website.

The term “Membership” refers to all educational and training materials made available by HBA to Members, as enumerated in Section 1, below.

The term “Participant” refers to other HBA members enrolled in the Membership, with whom Member may interact, and is used to avoid confusion between these parties.

1. THE MEMBERSHIP
Your Membership includes the following: (a) access to the HBA Framework, bonus trainings, past trainings, and other content shared via the Member Site; (b) access to monthly programming, including group calls and live trainings; and (c) access to the HBA online forum and directory. Any additional offers, products, services, 1:1 sessions, intensives, or live events offered to you by HBA may require additional fees and a separate agreement between you and HBA.

2. YOUR OBLIGATIONS TO HBA.
a. Community Guidelines. You agree to abide by the current Community Guidelines, which can be reviewed here: https://community.holisticbusinessacademy.com/c/community-guidelines/ The Community Guidelines are subject to change periodically; it is your responsibility to review them regularly.

b. Payment of Dues. In consideration for the Membership provided by HBA to you as described in Section 1 above, you agree to pay the standard Membership rate at the time of joining at a monthly fee of $67 a month or an annual fee of $670 per year. You understand that you will not receive an invoice reminder for these payments. You will provide HBA with credit or debit card information for payment on your account, and HBA is hereby authorized to charge your card for any unpaid charges on the dates set forth in this Agreement. If any authorized charge applied to your credit/debit card fails, you remain responsible for payment. If you choose the monthly payment option, you understand that each subsequent payment will be charged to your account 30 days from the date of the first payment.

c. Payment Security and Disputes. If you select the monthly payment plan to make payments to HBA, HBA is hereby authorized to make all charges at the time they are due and does not require separate authorization in order to process each charge. You agree to not dispute any charges at any time. In the event that you inadvertently dispute a charge made to the account, you agree to immediately cancel or withdraw such a dispute. You agree to not cancel the credit/debit card that is provided as security without HBA’s prior written consent. You are responsible for any fees, including attorney’s fees, associated with recouping payment on disputes and any collection fees associated with such an event.

d. Participation. You understand that your results from the Membership are dependent upon your level of participation in the Membership. In order to get the most out of the Membership, you must also work to participate in the Membership, implement the tools and strategies learned throughout the Membership, and make considerable efforts toward your own development on your own time. You are responsible for requesting support from HBA when needed.

e. Ethics. You agree to communicate with HBA representatives and Participants with the utmost respect and professionalism. You may use the Site and Membership for lawful purposes only. You will not post or transmit through the Site any material that violates or infringes the rights of others; that is racist, unethical, threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable; contains injurious formulas, recipes, or instructions; or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. Doing so is grounds for termination of service, at HBA’s sole discretion.

3. WARRANTIES
a. HBA’s Warranties. HBA represents, warrants, and covenants that HBA has full authority to enter into this Agreement and all of the Services, whether performed by HBA or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

b. Member’s Warranties. You represent, warrant, and covenant that you have full authority to enter into this Agreement and have or will obtain 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 one of your obligations or duties, whether performance is due now or during the Term.

c. Except for the express warranties provided throughout these terms, you and HBA make no other warranties to each other, express or implied.

4. TERM.
The term of this Agreement begins on the date of enrollment. Access begins on the date of your enrollment and endures as long as you remain a member in good standing.

5. CANCELLATION.
a. Term. Membership will automatically renew each month unless you cancel. You must cancel 48 hours before your renewal date to ensure that you are not charged for the next period. You are responsible for verifying your renewal date and submitting a timely cancellation. There will be no refunds for cancellations made less than 48 hours before the renewal date.

b. Monthly Payments. If you select the monthly payment option, the term of this Agreement will be month-to-month beginning on the date of your enrollment. If you decide to terminate membership, you will lose access to all Services at the end of your monthly payment period. You and HBA may choose to renew this Agreement for an additional term upon re-enrollment. However, if you cancel and re-enroll, you must pay the new (and possibly higher) monthly membership rate.

c. Yearly Payments. If you select the annual payment option, the term of this Agreement will be year-to-year, beginning on the date of your enrollment. If you decide to terminate membership, you will lose access to all Services at the end of your annual payment period. Pro-rated refunds are not available for mid-year cancellations. You and HBA may choose to renew this Agreement for an additional term upon re-enrollment. However, if you cancel and re-enroll, you must pay the new (and possibly higher) annual membership rate.

d. Cancellation for Failed Payment of Dues. If your payment fails twice in succession, your Membership will be automatically cancelled.

e. How to Cancel. To cancel your membership, you may cancel on the website via your Account page or email a cancellation request to support@holisticbusinessacademy.com. Upon cancellation, your access to the Membership areas of the Site will be terminated at the conclusion of your monthly or yearly payment period. You will remain obligated to pay all remaining unpaid subscription fees in full. Your failure to effectively participate in the Membership is not grounds for a refund.

f. Programming. Times and dates for monthly programming are pre-scheduled. Times and dates will be posted to the HBA website; times and dates will also be shared with Members via e-mail. In the event that a live call or training needs to be rescheduled, HBA will notify Members via email as soon as possible. In the event that a training session is cancelled, HBA will attempt to arrange alternative programming, but does not guarantee that it will be able to do so. Cancellation or rescheduling of programming is not grounds for a refund, full or partial.

g. Refund Policy. Due to the nature of the Membership services provided, no refunds can be provided for any circumstances once your card has been charged. You understand that disputing a charge through your financial institution is a violation of this Agreement and agree to not do so. Please see Section 2(c) for our payment dispute policy.

h. Holds. The Membership and Term will not be paused or placed on hold for any reason.

6. EXPULSION
HBA commits to providing all Members with a positive experience. By enrolling in HBA, you agree that HBA may, at its sole discretion, limit, suspend, or terminate your participation in HBA without refund if you violate the terms of this Agreement or the Community Guidelines. If Member engages in abusive or otherwise unprofessional behavior as outlined in the Community Guidelines, forums, or Site, towards representatives of HBA or Participants, HBA reserves the right to cancel your Membership and terminate access to the Membership without warning. No refunds will be issued to expelled Members.

7. CONFIDENTIALITY & NON-DISCLOSURE.
Materials given to you in the course of your work with HBA are proprietary and developed specifically for HBA. You agree that access to this proprietary material is provided solely for your own personal use. Any disclosure to a third party is strictly prohibited.

a. Member Information. Any and all Member 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 (“Confidential Information”), will be treated by HBA in the strictest confidence and not disclosed to third parties or used by HBA for any purpose other than for providing Member with the services specified here without Member’s express written consent, other than to comply with law. Confidential Information will not include any information which (a) becomes available to the public through no breach of confidentiality by HBA, (b) was in HBA’s possession prior to receipt from the disclosure, (c) is received by HBA independently from a third party free to disclose such information, or (d) is independently developed by HBA without use of the Member’s Confidential Information.

b. Participant Information. You agree to keep confidential any Confidential Information shared by fellow Participants in the Membership. Any Confidential Information shared by Participants is confidential, proprietary, and belongs solely and exclusively to the Participant who discloses it. You agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, in the forum, or otherwise. You agree not to use such Confidential Information in any manner other than in discussion with other Participants in the Membership. Confidential Information will not include information rightfully obtained from a third party. You will keep Participants’ Confidential Information in strictest confidence and will use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.

c. HBA Information. You agree to keep confidential any Confidential Information, as defined above, shared by HBA in the Membership. Any Confidential Information shared by HBA, its employees, or contractors is confidential, proprietary, and belongs solely and exclusively to HBA. You agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the forum, or otherwise. You agree not to use such Confidential Information in any manner other than in discussion with other Participants in the Membership. Confidential Information will not include information rightfully obtained from a third party. You will keep HBA’s Confidential Information in strictest confidence and will use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.

d. Violations of Confidentiality. You agree that if you violate or display any likelihood of violating this Section, HBA and Participants will be entitled to injunctive relief to prohibit and protect against the harm of such violations.

8. RELATIONSHIP OF THE PARTIES
This Agreement does not make HBA an employee, partner, agent of, or joint venturer with Member for any purpose. HBA is and will remain an independent contractor and service provider in its relationship with you. HBA is or remains open to conducting similar tasks or activities for entities other than Member and holds itself out to the public to be a separate business entity. HBA will retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. HBA will not be required to follow or establish a regular or daily work schedule. HBA will not rely solely on the equipment or offices of Member for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to HBA regarding services performed for the Member will be considered a suggestion only, not an instruction. You and HBA agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between you and HBA. HBA will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. You will not be responsible for withholding taxes with respect to HBA’s compensation. HBA will have no claim against you for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

9. COPYRIGHT; TRADEMARK; LICENSING; SHARING.
HBA materials were developed by HBA, Heal Yourself LLC, Sarah M. Chappell, and their collaborators. These materials are meant only for you. You agree not to share or distribute any materials publicly or privately – with friends, spouses, clients, customers, colleagues, employees, business partners, and collaborators – in perpetuity.

a. Ownership. You will be provided with access to original content in the form of videos, PDFs, MP3s, and so on as part of your Membership. You agree that this proprietary content (“Intellectual Property”) is owned solely by HBA, its licensors, and its licensees, and is protected by copyright, trademark, and any other applicable intellectual property laws. HBA retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the universe in any and all mediums.

b. License. The Intellectual Property is provided for your individual and personal use. You are granted a single-user license for non-commercial purposes. “Single-user” means you alone. You agree that it has no right to create derivatives from, 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 federal law. You agree not to create any derivative products, blog posts, websites, guides, worksheets, toolkits, videos, audio recordings, or the like based on HBA’s Intellectual Property or that in any way violates HBA’s Intellectual Property, without HBA’s written consent.

c. Business Purposes. You are not authorized to use any of HBA’s intellectual property for your business purposes. All intellectual property, including HBA’s copyrighted program and course materials, will remain the sole property of HBA. No license to sell or distribute HBA materials is granted or implied. If would like to incorporate HBA materials into your own business, workplace, or client work, please email support@holisticbusinessacademy and we will work out a licensing agreement.

d. Trademarks. Holistic Business Academy® is a registered trademark of Heal Yourself LLC. Any registered or common law trademark, service mark, logo, or tagline used in conjunction with the Membership is property of the HBA. Member may not use such trademarks or service marks for any purpose except with written permission by HBA.

e. No Resale of Services Permitted. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Membership (including training materials), use of the Membership, or access to the Membership. This agreement is not transferrable or assignable without the HBA’s prior written consent.

f. Sharing. You agree to not share access to Membership materials with others. This includes parties that have not purchased access to the Membership and third parties to whom HBA has not authorized access.

g. Recordings. All trainings/group calls and meetings are recorded by HBA. Member may access these recordings via the Site or other means provided by HBA. You agree and consent to the recording of any calls, meetings, or conversations which take place as part of this Agreement. HBA reserves all rights in any and all recordings.

h. Infringement Notification. HBA respects the rights of others and we expect users of our Sites and Services to do the same. HBA removes content that, in our sole discretion, appears to infringe the intellectual property rights of third parties. This Agreement prohibits the infringement of the copyrights of others; thus, HBA may expel, suspend, or take other appropriate action against Members who repeatedly violate this provision.

i. Notification of Alleged Infringement. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Site infringes a copyright that you own or for which you are a designated agent, please send a notice of infringement by email or regular mail to:

Email: hello@yourwebsitehere.com
Address: PO BOX XXXXX, City, State ZipCode

Please use the template below to submit your notice:

My name is [NAME] and I’m the [POSITION] at [COMPANY].

This is a notice in accordance with Section 512 of the Digital Millennium Copyright Act (”DMCA”) requesting that you immediately cease to provide access to the following copyrighted material. A website that your company hosts (according to WHOIS information) is infringing on copyrighted material owned by our company.

The original [CONTENT/IMAGES], of which we own the exclusive copyrights, can be found at these URLs:

— [EXACT CONTENT/IMAGE LOCATION]

The unauthorized and infringing [CONTENT/IMAGES] can be found at this IP address/URLs:
IP address:

— [EXACT CONTENT/IMAGE LOCATION]

My contact information is:

Name
Company Address
Phone

I have good faith belief that the use of the described material in the manner complained of is not authorized by the copyright owner, its agent, or by operation of law. The information in this notice is accurate, up to date, and I can confirm that [COMPANY] is the copyright owner.

Should you wish to discuss this further, please contact me directly.

Signed:
Name
Date:

j. Relief. You agree that if you violate, or display any likelihood of violating, any of Member’s agreements contained in this section, HBA will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.

10. NON-DISPARAGEMENT.

You will, during and after participation in the Membership, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding HBA, or any of HBA’s officers, directors, employees, personnel, agents, policies, services, or products, other than to comply with law. This provision in no way restricts your ability to communicate reviews or performance assessments about HBA’s goods or services.

11. DISCLAIMERS
a. Accuracy. HBA has made every effort to accurately represent our products and services. The representation of the potential of our products and services is subject to our interpretation. While the earning potential for people who use our products and services is usually very encouraging, you acknowledge that your earning potential is subject to many independent factors all of which vary from individual to individual and are often out of any individual’s control. We give no warranty or guarantee of any kind that you will experience any specific level of earnings by using our products and services. Any examples we have provided should not be interpreted as any guarantee of earnings. We do not assert that our products and services represent a “get rich scheme.” Upon request we may assist you in the verification of claims of actual earnings and/or examples of actual results achieved, though we are under no obligation to do so. We cannot and will not offer any direct financial advice, nor are we responsible for any financial decisions that you make. It is your sole responsibility to discuss the legality or financial soundness of any decision you make with a qualified professional before making such decision.

b. Results. We cannot guarantee the outcome of access to the Membership and/or participation in the Site. We make no guarantees other than that the Scope described in Section 1 will be provided to you in accordance with this Agreement. Member acknowledges that HBA cannot guarantee any results of the Membership as such outcomes are based on subjective factors (including, but not limited to, Member’s participation) that cannot be controlled by HBA. Any testimonials or reviews shared by HBA are not a representation of guaranteed results, only possible results. Member not achieving his or her desired results is not grounds for a refund.

c. Third-Party Providers. From time to time, or upon Member’s request, HBA and its representatives may make recommendations or referrals for third-party service providers. HBA in no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.

d. Affiliate Links. HBA may provide Member with affiliate links under which HBA may be compensated monetarily. HBA in no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.

e. Technical Issues. In the event that the learning materials provided via the Site are inaccessible, HBA will have 72 hours to re-deliver access to Member, not including holidays or weekends.

12. FORCE MAJEURE.
The performance of this Agreement by either party will be subject to force majeure, including but not limited to acts of God, fire, flood, natural disaster, war or threat of war, acts or threats of terrorism, civil disorder, unauthorized strikes, governmental regulation or advisory, epidemic, pandemic, quarantine, curtailment of transportation facilities, or other similar occurrence beyond the control of the parties, where any of those factors, circumstances, situations, or conditions or similar ones prevent, dissuade, or unreasonably prevent HBA from fulfilling its obligations, or where any of them make it illegal, impossible, inadvisable, or commercially impracticable to fully perform the terms of this Agreement.

13. LIMITATION OF LIABILITY.
(a) In no event will HBA have any liability to Member for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not either party has been advised of the possibility of such damage; and

(b) In no event will HBA’s liability to Member exceed the fees paid by Member under these terms, whether in contract, tort, or under any other theory of liability.

(c) The limitations in this section do not apply to a breach of confidentiality by a party to this Agreement or the obligations under Sections 8 and 9.

(d) You understand that the information presented in the Membership is not legal, financial, therapeutic, mental health, or medical advice. All of the information provided throughout the Membership, including the resources delivered via phone/video conference, e-mail, in the online forum, live events including webinars and video/audio recordings educating about business, laws, health, and/or finance-related information, are resources for educational and informational purposes only and should not take the place of hiring a licensed professional.

If a coach or individual acting on behalf of HBA is licensed in some professional manner (e.g., JD, MD, RN, PA, LMFT, mental health professionals, etc.), you understand that this individual is acting as an educator, and not within their capacity as licensed professional.

14. INDEMNIFICATION.
You agree to indemnify and hold harmless HBA, its affiliates, and its respective officers, directors, agents, employees, and other independent contractors from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, your participation or action under this Agreement. You agree to defend against any and all claims, demands, causes of action, lawsuits, and judgments arising out of, or relating to, your participation under this Agreement, unless expressly stated otherwise by HBA in writing.

15. NOTICES.
All notices, requests, demands, and other communications under this Agreement must be in writing and must be sent to the addresses and/or email addresses below:

Holistic Business Academy Co.
2055 Limestone Rd, Ste 200-C, Wilmington, Delaware 19808
E-mail: support@holisticbusinessacademy.com

To Member at Member’s mailing and/or e-mail address as provided at the time of enrollment.

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

16. DISPUTE RESOLUTION.
This Agreement will be governed by and construed in accordance with the laws of the state of New York, regardless of the conflict of laws principles thereof.

This Agreement will be read and understood in accordance with, and governed by, the laws of the State of New York as applied to contracts that are executed and performed entirely in New York. The exclusive venue for any proceeding based on or arising out of this Agreement will be Queens County, New York.

You and HBA agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation, after a good faith effort to resolve such dispute amicably. You and HBA further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will 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.

17. ENTIRE AGREEMENT; AMENDMENT; HEADINGS.
This Agreement constitutes the entire agreement between you and HBA, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, will be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement will bind you or HBA unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

18. SEVERABILITY.
Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement will not be affected and will remain in full force and effect.

19. WAIVER.
The waiver or failure of HBA to exercise in any respect any right provided for herein will not be deemed a waiver of any further right hereunder.

20. ASSIGNMENT.
This Agreement may not be assigned by either you or HBA without express written consent.