Jess Sherlock's Product Coaching Community Terms of Service

Last Updated: January 2, 2025

Welcome, and thank you for your interest in Jess Sherlock's Product Coaching Community ("Community Owner," "we," or "us") and our online community, along with any mobile or other downloadable applications that we make available to enable access to the same (collectively, the "Community"). These Terms of Service are a legally binding contract between you and Community Owner regarding your use of the Community.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCEPTING THESE TERMS, EITHER BY CLICKING "I ACCEPT," OR BY OTHERWISE ACCESSING OR USING THE COMMUNITY, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF AND ACCESS TO THE COMMUNITY, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING COMMUNITY OWNER'S PRIVACY POLICY (COLLECTIVELY, THESE "TERMS") AND THE ADDITIONAL COMMUNITY TERMS ATTACHED AS EXHIBIT A (THE "ADDITIONAL TERMS") EITHER (A) ON BEHALF OF YOURSELF AS AN INDIVIDUAL, OR (B) IF YOU ARE ACCESSING THE COMMUNITY ON BEHALF OF AN ENTITY, ORGANIZATION, OR COMMUNITY OWNER, ON BEHALF OF SUCH ENTITY, ORGANIZATION OR COMMUNITY OWNER FOR WHICH YOU ACT, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ORGANIZATION OR COMMUNITY OWNER TO THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE COMMUNITY. YOUR USE OF THE COMMUNITY, AND COMMUNITY OWNER'S PROVISION OF THE COMMUNITY TO YOU, CONSTITUTES AN AGREEMENT BY COMMUNITY OWNER AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND COMMUNITY OWNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Eligibility. You must be at least 18 years old to join the Community. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Community; and (c) your registration and your use of the Community is in compliance with any and all applicable laws and regulations.

Accounts and Registration. To access most features of the Community, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at jess@jesssherlock.com or by using the mechanisms made available by Community Owner.

LICENSES

3.1.

Limited License. Subject to your complete and ongoing compliance with these Terms, Community Owner grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use any mobile or other downloadable application provided to you by Community Owner and associated with the Community on a mobile device that you own or control; and (b) access and use the Community.

3.2.

License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the software powering the Community; (b) make modifications to the software powering the Community; or (c) interfere with or circumvent any feature of the Community, including any security or access control mechanism. If you are prohibited under applicable law from using the Community, then you may not use it.

3.3.

Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Community (“Submissions”), then you hereby grant Community Owner and its Service Provider (defined in Section 16.1 below) an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Submissions in any manner and for any purpose, including to improve the Community and create other products and services. We will have no obligation to provide you with attribution for any Submissions you provide to us.

Ownership; Proprietary Rights. The Community is managed by Community Owner using a platform made available by Service Provider. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Community provided by Community Owner or Service Provider ("Materials") are protected by intellectual property and other laws. All Materials included in the Community are the property of Community Owner or its third-party licensors (including Service Provider). Except as expressly authorized by Community Owner, you may not make use of the Materials. There are no implied licenses in these Terms and Community Owner and Service Provider reserve all rights to the Materials not granted expressly in these Terms.

THIRD-PARTY TERMS

5.1.

Third-Party Services. Community Owner may provide tools through the Community that enable integration with third-party platforms, add-ons, services, or products not provided by Community Owner ("Third-Party Services"). If you direct us to transmit data to, or receive data from, a Third-Party Service on your behalf (including by enabling the applicable integration in the settings of the Community), then you authorize us and Service Provider to collect, access, use, derive, disclose, generate, transfer, transmit, store, host, or otherwise process ("Process") any such data, including User Content (defined in 6.1 below), in connection with the applicable integration, in a manner consistent with the functionality of the Community requested by you and the permissions granted to Community Owner by the relevant integration (which Processing may include, without limitation, performing queries on the data held by the Third-Party Service). You acknowledge and agree that your use of a Third-Party Service is subject to your agreement with the relevant provider of such Third-Party Service, and that Community Owner and Service Provider are not a party to such agreement. Community Owner and Service Provider do not control and have no liability for Third-Party Services, including their security, functionality, operation, availability, or interoperability with the Community or how the Third-Party Services or their providers use User Content. All data received from Third-Party Services on behalf of you as described herein will be deemed User Content under these Terms.

5.2.

Third-Party Software. The Community may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Community is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

USER CONDUCT

6.1.

User Content Generally. Certain features of the Community may permit users to submit, upload, publish, broadcast, or otherwise transmit ("Post") content to the Community, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works ("User Content"). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Community, subject to the licenses granted in these Terms.

6.2.

Limited License Grant to Community Owner. By Posting User Content to or via the Community, you grant Community Owner and Service Provider a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content Posted or otherwise used on external services via the Community. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Community Owner's or Service Provider's exercise of the license set forth in this Section.

6.3.

You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content including in all ambient music and underlying musical works embodied in any sound recording. Community Owner disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Community. By providing User Content via the Community, you affirm, represent, and warrant to us that:

(a)

you are the Community Owner and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Community Owner and users of the Community to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Community Owner, Service Provider, the Community, and these Terms;

(b)

your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Community Owner or Service Provider to violate any law or regulation or require Community Owner or Service Provider to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

(c)

your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

6.4.

User Content Disclaimer. Community Owner and Service Provider are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Community Owner or Service Provider may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Community, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Community Owner or Service Provider with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, Community Owner may (or may permit Service Provider to) investigate the allegation and determine whether to remove the User Content, which Community Owner and Service Provider reserve the right to do at any time, without notice, and for any reason. For clarity, Community Owner does not permit infringing activities on the Community.

6.5.

Monitoring Content. Community Owner and Service Provider do not control and do not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Community by its users. You acknowledge and agree that Community Owner and Service Provider reserve the right to, and may from time to time, monitor any and all information transmitted or received through the Community for operational and other purposes. If at any time Community Owner or Service Provider choose to monitor the content, then Community Owner and Service Provider still assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with Community Owner's Privacy Policy. Community Owner and Service Provider may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Community without any liability to the user who Posted such User Content to the Community or to any other users of the Community.

6.6.

Child Sexual Abuse and Exploitation. Community Owner and Service Provider prohibit any sexual content or suggestive content, and predatory or inappropriate behavior involving minors (i.e. users under 18 years old) or someone who appears to be a minor. This includes sharing, offering, or asking for child exploitation content, including child sexual abuse material (CSAM). If you are unsure about a piece of content involving a minor, do not share it. To report sexual, suggestive, or inappropriate behavior minors, you can use the in-line report feature on the website or app. When child sexual exploitation content is identified, the violative content is removed as soon as possible and the related account is banned. If Community Owner and Service Provider confirm the presence of CSAM, we take the steps required by law to preserve and refer the relevant content to appropriate authorities. In the United States, federal law requires that U.S.-based electronic service providers report instances of apparent CSAM to the National Center for Missing and Exploited Children (NCMEC). NCMEC coordinates reports with global law enforcement agencies in over 120 countries through its partner organization, the International Center for Missing and Exploited Children.

COMMUNICATIONS

7.1.

Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device's "settings" page.

7.2.

In-App Notifications. When you install our app on your mobile device, we may send you in-app notifications. You can turn off notifications in the app's "settings" page.

7.3.

Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. Even if you opt out of receiving promotional messages from us, you will continue to receive administrative messages from us.

PROHIBITED CONDUCT. BY USING THE COMMUNITY, YOU AGREE NOT TO:

8.1

use the Community for any illegal purpose or in violation of any local, state, national, or international law;

8.2

harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Community;

8.3

violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

8.4

access, search, or otherwise use any portion of the Community through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Community Owner or Service Provider;

8.5

interfere with security-related features of the Community, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Community except to the extent that the activity is expressly permitted by applicable law;

8.6

interfere with the operation of the Community or any user's enjoyment of the Community, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Community; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Community;

8.7

perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Community account without permission, or falsifying your age or date of birth;

8.8

sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 4(Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or

8.9

attempt to do any of the acts described in this Section 8 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 8 (Prohibited Conduct).

INTELLECTUAL PROPERTY RIGHTS PROTECTION

9.1.

Respect of Third Party Rights. Community Owner respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Community to do the same. Infringing activity will not be tolerated on or through the Community.

9.2.

DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended) and the Community is subject to Service Provider's DMCA policy.

10.

Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Community. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Community. Except as expressly permitted in this Section 10 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

11.

TERM, TERMINATION, AND MODIFICATION OF THE COMMUNITY

11.1.

Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Community, and ending when terminated as described in Section 11.2 (Termination).

11.2.

Termination. If you violate any provision of these Terms, then your authorization to access the Community and these Terms automatically terminate. In addition, Community Owner may, at its sole discretion, terminate these Terms or your account on the Community, or suspend or terminate your access to the Community, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by using the mechanism designated in the Community or contacting customer service at jess@jesssherlock.com.

11.3.

Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Community; (b) you will no longer be authorized to access your account or the Community; (c) you must pay Community Owner any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 3.3 (Feedback), 4 (Ownership; Proprietary Rights), 11.3 (Effect of Termination), 12 (Indemnity), 13 (Disclaimers; No Warranties by Community Owner), 14 (Limitation of Liability), 15 (Dispute Resolution and Arbitration), and 16 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Post to the Community since upon termination of your account, you may lose access rights to any User Content you Posted to the Community. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Community using a different name, email address or other forms of account verification.

11.4.

Modification of the Community. Community Owner reserves the right to modify or discontinue all or any portion of the Community at any time (including by limiting or discontinuing certain features of the Community), temporarily or permanently, without notice to you. Community Owner will have no liability for any change to the Community, including any paid-for functionalities of the Community, or any suspension or termination of your access to or use of the Community. You should retain copies of any User Content you Post to the Community so that you have permanent copies in the event the Community is modified in such a way that you lose access to User Content you Posted to the Community.

12.

Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Community, and you will defend and indemnify Community Owner, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Specified Entities") and Service Provider from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Community; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

13.

DISCLAIMERS; NO WARRANTIES BY COMMUNITY OWNER

13.1.

THE COMMUNITY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMMUNITY OWNER AND SERVICE PROVIDER DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMMUNITY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COMMUNITY OWNER AND ITS SERVICE PROVIDER DO NOT WARRANT THAT THE COMMUNITY OR ANY PORTION OF THE COMMUNITY, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE COMMUNITY, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMMUNITY OWNER DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

13.2.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMMUNITY, SPECIFIED ENTITIES, OR SERVICE PROVIDER, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE COMMUNITY WILL CREATE ANY WARRANTY REGARDING ANY OF THE SPECIFIED ENTITIES OR THE COMMUNITY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE COMMUNITY AND YOUR DEALING WITH ANY OTHER COMMUNITY USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE COMMUNITY AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE COMMUNITY) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

13.3.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 13 (DISCLAIMERS; NO WARRANTIES BY COMMUNITY OWNER) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Community Owner does not disclaim any warranty or other right that Community Owner is prohibited from disclaiming under applicable law.

14.

LIMITATION OF LIABILITY

14.1.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPECIFIED ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE COMMUNITY OR ANY MATERIALS OR CONTENT ON THE COMMUNITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPECIFIED ENTITY OR SERVICE PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

14.2.

EXCEPT AS PROVIDED IN SECTIONS 15.5 (COMMENCING ARBITRATION) AND 15.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPECIFIED ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE COMMUNITY OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO COMMUNITY OWNER FOR ACCESS TO AND USE OF THE COMMUNITY IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.

14.3.

WITHOUT LIMITING THE FOREGOING, YOU AND COMMUNITY OWNER AGREE THAT SERVICE PROVIDER IS NOT A PARTY TO THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER WILL HAVE NO LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. YOU AGREE THAT IF YOU BRING A CLAIM AGAINST SERVICE PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SUCH CLAIM IS SUBJECT TO THE DISPUTE RESOLUTION PROCEDURE SET FORTH IN SECTION 15, AND SERVICE PROVIDER WILL BE DEEMED SUBSTITUTED FOR COMMUNITY OWNER THEREUNDER SOLELY FOR THE PURPOSE OF SUCH CLAIM.

14.4.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.

DISPUTE RESOLUTION AND ARBITRATION

15.1.

Generally. Except as described in Section 15.2 (Exceptions) and 15.3 (Opt-Out), you and Community Owner agree that every dispute arising in connection with these Terms, the Community, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMMUNITY OWNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15.2.

Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

15.3.

Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Jess Sherlock's Product Coaching Community, Attention: Legal Department – Arbitration Opt-Out, 3440 Youngfield St, #298, Wheat Ridge, CO 80401 that specifies: your full legal name, the email address associated with your account on the Community, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Community Owner receives your Opt-Out Notice, this Section 15 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 16.3 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

15.4.

Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Community Owner.

15.5.

Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Community Owner's address for Notice is: Jess Sherlock's Product Coaching Community, 3440 Youngfield St, #298, Wheat Ridge, CO 80401. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Community Owner may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Community Owner will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Community Owner has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

15.6.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Community Owner must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

15.7.

Arbitration Relief. Except as provided in Section 15.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Community Owner before an arbitrator was selected, Community Owner will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

15.8.

No Class Actions. YOU AND COMMUNITY OWNER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Community Owner agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

15.9.

Modifications to this Arbitration Provision. If Community Owner makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Community Owner’s address for Notice of Arbitration, in which case your account with Community Owner will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

15.10.

Enforceability. If Section 15.8 (No Class Actions) or the entirety of this Section 15 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Community Owner receives an Opt-Out Notice from you, then the entirety of this Section 15 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.3 (Governing Law) will govern any action arising out of or related to these Terms.

16.

MISCELLANEOUS

16.1.

Third-Party Beneficiary. The Community is powered by a technology platform provided by CircleCo, Inc. ("Service Provider"). You and we acknowledge and agree that (a) Service Provider is an intended third-party beneficiary to these Terms, (b) is entitled to rights and benefits hereunder, and (c) may enforce these Terms against you as if it were an original party hereto.

16.2.

General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Community Owner regarding your use of the Community. These Terms or any rights under these Terms, may not be assigned either by us or by you in whole or in part, by operation of law or otherwise, without our Service Provider's prior written consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

16.3.

Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Community Owner submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Kings County, New York for resolution of any lawsuit or court proceeding permitted under these Terms. Service Provider operates the service that we use to provide the Community from its offices in New York, and we make no representation that Materials included in the Community are appropriate or available for use in other locations.

16.4.

Privacy Policy. You understand and agree to the processing of your personal data in connection with the Community in accordance with Community Owner's Privacy Policy, which is hereby incorporated by reference into Section 16.4 of these Terms.

16.5.

Precedence. In the event of a conflict between the Additional Terms and these Terms these Terms will control.

16.6.

Consent to Electronic Communications. By using the Community, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

16.7.

Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Community or to receive further information regarding use of the Community.

17.

Notice Regarding Apple. This Section 17 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Community Owner only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Community or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Community. If the Community fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Community. Apple is not responsible for addressing any claims by you or any third party relating to the Community or your possession and/or use of the Community, including: (1) product liability claims; (2) any claim that the Community fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Community and/or your possession and use of the Community infringe a third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Community. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Exhibit A: Additional Terms

EXHIBIT A

ADDITIONAL TERMS ADDENDUM

This Additional Terms Addendum (this “Addendum”) is a binding set of additional terms between you (“you” or “Coaches”) and Jess Sherlock, LLC, a Colorado limited liability company (“Community Owner”, “JS,” “we,” or “us”), and is effective as of the date you sign up to receive the Services (hereinafter defined). This Addendum, JS’s Coaching Policies accessible athttps://www.jesssherlock.com/privacy-policy and Jess Sherlock’s Product Coaching Community Terms of Service (the “Community Terms”), accessible at https://community.jesssherlock.com/terms, governs JS’s provision of Services to you, and your use of JS content, community platform(s) (the “Platform”), community (the “Community”), and service tiers (each a “Service Tier”).

Please read this Addendum carefully before you start to use the Services or access the Community. By accessing or using the Services, the Community or by receiving the Services, you acknowledge your acceptance of this Addendum and the Community Terms.

(1) The Community Terms are hereby expanded to contemplate a new Section 18 containing the language below:

Services. JS offers the following Services:

a. Services. JS will provide coaching and other services through its principal Jess Sherlock (the “Coach”) and one or more entities or individuals contracted with JS (each, an “Associate Coach”) and Platform during the Term (as defined below, such services the “Services” or the “JS Services”). Such Services will include those items from the Service Tier(s) portrayed below that you sign up for at the time of payment. Unless otherwise agreed specifically between you and JS, all Service Tiers require a minimum ninety (90) day commitment and last a maximum of three-hundred-and-sixty-five (365)days unless otherwise agreed between you and JS (each, a “Maximum Service Period”). After each Maximum Service Period expires, you are free to continue on a monthly, quarterly, or other basis as agreed between you and JS in writing. You cannot pause or suspend the Services and Service Period(s) without the written authorization of JS. Before accessing the Service Tiers, you agree to pay all fees required by JS and comply with all terms herein, the JS policies accessible at https://www.jesssherlock.com/coaching-policies, and the JS Privacy Notice accessible at https://www.jesssherlock.com/privacy-policy. The Service Tiers are subject to change at any time in the sole discretion of JS. The Service Tiers provided by JS under the Services currently include:

i. SHINE. SHINE is a private 1:1 coaching partnership exclusively for experienced Product Managers who are feeling stuck in their career.

ii. SPRINT. SPRINT is a product job search coaching program Product Managers looking for their first (or next) role.

iii. SCALE. SCALE is a private 1:1 coaching program exclusively for individuals who recently started a new Product Management job.

b. JS Community. In addition to the Service Tiers above, JS provides you with the ability to participate in the JS Community. You may join and participate in the JS Community without engaging JS for one of the Service Tiers described above.

c. Fees.

i. Fee Amount; Nonpayment: JS invoices you an up-front total sum when you sign up for services, or in installments specified when you sign up for JS Services or the JS Community (the “Fees”). All Fees are due when specified when you sign up for the JS Community or JS Services.

To the extent that you provide JS with credit or debit card(s) information for payment on your account(s), JS you irrevocably authorize JS to charge the card(s) you provide or account(s) for any unpaid charges on the dates set forth in this Agreement. You agree that JS shall not be liable for charging card information you provide, including without limitation card information associated with your employer(s).

If you select the multiple payment/installment plan to make payments to JS, JS shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. You agree not to dispute any disclosed charges made by JS at any time. In the event that you inadvertently dispute a charge made to the account, you agree to immediately cancel/withdraw such a dispute. You agree not to cancel the credit or debit card(s) that are provided as security without JS’s prior written consent.

JS reserves all rights associated with untimely or missing payments, including without limitation the ability to restrict, suspend, or terminate your access to the Services, Platform, JS Community, or any other portion of JS until all fees have been paid in full. JS may recover all reasonable costs, amounts, or other fees incurred in collecting any Fees due hereunder, including but not limited to attorneys’ fees and costs, or successfully contesting any chargeback or refund request.

ii. Full Services; No Refunds. By entering into this Addendum, you acknowledge responsibility for paying all Fees due hereunder regardless of whether you complete the Services or not. No refunds will be offered in connection with this Addendum. All payments made to the Company are final, and you hereby waive your right to pursue a refund from the Company or from any third-party payment platform or financial institution.

iii. Participation. You agree and acknowledge that the benefits of the JS Services and JS Community are directly correlated to your participation. Thus, you agree to participate in the Services to the best of your ability, including completion of all assignments if applicable.”

(2) The Community Terms are hereby expanded to contemplate a new Section 19 containing the language below:

“Disclaimers. Results of the Services may vary, and JS does not guarantee any particular outcome from the Services contemplated herein. JS is not an attorney, physician or other healthcare provider, public relations or business manager, financial analyst, psychotherapist, tax advisor or accountant, nor does JS hold any license to provide Services to you. You agree that any statements made by JS whether orally or in writing, including without limitation the expected development of your employment or financial performance, other client testimonials, or expected personal outcomes for you, are speculative projections and are not binding on JS or in any manner a guarantee of result. You are aware of the inherent risk of personal or other losses associated with the activities related to the Services and understand that any losses you incur are your responsibility alone. Any information provided by JS regarding professional development including without limitation product management, employment, income, earnings, business profits or financial status is for informational and educational purposes only. The Services are not a substitute for professional medical advice, diagnosis, or treatment. JS is not a doctor, nurse, or other medical professional, psychiatrist, psychologist, therapist, or social worker. As such, the Services are not attempting to diagnose, treat, prevent, or cure any disease or condition.

IF YOU ARE THINKING ABOUT SUICIDE, IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS, IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN ANY DANGER, OR IF YOU HAVE ANY MEDICAL CONDITION OR EMERGENCY, YOU SHOULD IMMEDIATELY CALL YOUR LOCAL EMERGENCY SERVICES NUMBER AND CONSULT WITH A QUALIFIED HEALTHCARE PROVIDER AND NOTIFY THE RELEVANT AUTHORITIES. THE PROGRAM AND SERVICES ARE NOT DESIGNED FOR USE IN ANY OF THE AFOREMENTIONED SITUATIONS AND WE CANNOT PROVIDE THE ASSISTANCE REQUIRED IN ANY OF THE AFOREMENTIONED SITUATIONS.”

(3) Article 9 of the Community Terms is hereby replaced with a new Article 9 containing the language below:

“Intellectual Property. All Services are Coach’s original work except where specified otherwise by JS. Your access to the Services and its sub-elements is licensed, not sold, to you. Subject to the terms of this Addendum, JS grants you a limited, non-exclusive, and non-transferable license to download, install, and use elements of the Services solely for your personal use and strictly in accordance with this Addendum and any other agreements applicable to use of the Services or receipt of the Services. Except as may be expressly permitted by applicable law or expressly authorized by the Services, you shall not:

i. Copy the Services or any part thereof, except as expressly permitted by this Addendum;

ii. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;

iii. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;

iv. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;

v. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time;

vi. use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;

vii. use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in this Addendum, without JS’s prior written consent;

viii. frame, mirror, or otherwise incorporate the Services or any portion of the Services as part of any other mobile Services, website, or service;

ix. use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services; or

x. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services.

You acknowledge and agree that the Services is provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Addendum, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Addendum. JS and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Addendum.

Respect of Third Party Rights. Community Owner respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Community to do the same. Infringing activity will not be tolerated on or through the Community.

DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended) and the Community is subject to Service Provider's DMCA policy.”

(4) The Community Terms are hereby expanded to contemplate a new Section 20 containing the language below:

“Coachee Conduct and Responsibilities.

a. You shall only access the Services during the Term.

b. You shall exhibit non-disruptive and mutually respectful behavior during all interactions with JS and other Community members.

c. JS expects you to do what you say you will do, show up when you are scheduled, and otherwise take ownership of your goals and outcomes in your coaching relationship with JS. You shall make a good faith effort to cooperate with JS completely and on time, and abide by all cancellation policies in effect at JS, including providing no less than twenty-four (24) hours’ advance written notice where you intend to cancel a scheduled session for Services. Where you do not provide twenty-four (24) hours’ advance written notice, you will lose the scheduled time and forfeit any fees associated with such time. For the sake of clarity:

i. If you are late for a session, you lose that time and we will still end at the previously-scheduled end time;

ii. If you do not appear for a session (a “No Show”), you will still be charged in full per your payment schedule and you will lose that session. If you would like to reschedule the session for which you were a No Show, you will need to pay for an additional session; and,

iii. If you cancel within twenty four (24) hours and desire to reschedule, this will be deemed a No Show and you will need to pay for an additional session.

d. You shall not use the Services to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.

e. You shall at all times remember that, while JS strives to keep confidential all User Content in the Community or Platform, such User Content is accessible and viewably by others and may be disseminated outside of the Community or Platform or otherwise viewable by others including without limitation your employer. You understand, acknowledge, and agree that JS is in no way liable or responsible to keep User Content confidential or for any consequences that follow from your posting of User Content.

f. You shall not use the Services (specifically any community links) for the posting, sending, or delivering of any of the following: (i) unsolicited emails and/or advertisements; (ii) malicious software or code; (iii) unlawful, harassing, threatening, vulgar, obscene, or potentially harmful content; (iv) any content that infringes on a third party’s intellectual property rights or may otherwise cause damage to a third party; (v) any content which may cause or encourage a criminal action.

g. You shall use the Services solely for your own personal use and not on behalf of any other person or organization.

h. You shall pay all fees and charges associated with your account on a timely basis in accordance with the fees associated with the Services you receive or request. By providing a payment method via the Services you authorize us to bill and charge you through such payment method and you agree to maintain a valid payment method in association with your account.

i. You shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory remarks, comments, or statements concerning the Coach, JS or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This provision shall not be construed to restrict your ability to post or otherwise communicate honest reviews, feedback, or other perspectives regarding JS and JS’s Services.

j. You shall ensure that none of the Services materials are accessed by any third-party.”

(5) The Community Terms are hereby expanded to contemplate a new Section 21 containing the language below:

“Confidentiality. Any information discussed or any information either party comes to know or possess during the term of this Addendum, including without limitation any information contained in materials provided by JS to you through the term of this Addendum including but not limited to documents, the JS resource library, images, text, audio, and video (the “Materials”), is confidential (the “Confidential Material”). Confidential Material does not include information that either party was aware of prior to entering into this Addendum, nor does it include information that was provided to either party by a third party, or information that was available to the public through no breach of confidentiality by JS. Confidential Information may be shared if and only if waived by JS in writing. You agree to safeguard the Confidential Information using commercially reasonable means. The terms of this Section shall survive the termination of this Addendum indefinitely.”

(6) Section 13 of the Community Terms is hereby replaced with a new Section 13 containing the language below:

“Disclaimer of Warranties. THE COMMUNITY, SERVICES, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY OR THE JS WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. COMMUNITY OWNER AND SERVICE PROVIDER DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COMMUNITY AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE COMMUNITY, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. COMMUNITY OWNER AND ITS SERVICE PROVIDER DO NOT WARRANT THAT THE COMMUNITY OR ANY PORTION OF THE COMMUNITY, SERVICES, JS WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE COMMUNITY OR JS WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND COMMUNITY OWNER DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMMUNITY, SPECIFIED ENTITIES, OR SERVICE PROVIDER, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE COMMUNITY WILL CREATE ANY WARRANTY REGARDING ANY OF THE SPECIFIED ENTITIES OR THE COMMUNITY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE COMMUNITY AND YOUR DEALING WITH ANY OTHER COMMUNITY USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE COMMUNITY AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE COMMUNITY) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION (DISCLAIMERS; NO WARRANTIES BY COMMUNITY OWNER) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Community Owner does not disclaim any warranty or other right that Community Owner is prohibited from disclaiming under applicable law.”

(7) Sections 14.1 and 14.2 of the Community Terms are hereby replaced with new Sections 14.1 and 14.2 containing the language below:

“Limitation of Liability.

14.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPECIFIED ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE COMMUNITY, JS WEBSITE, OR ANY MATERIALS OR CONTENT ON THE COMMUNITY OR JS WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPECIFIED ENTITY OR SERVICE PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

14.2 EXCEPT AS PROVIDED IN SECTIONS 15.5 (COMMENCING ARBITRATION) AND 15.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPECIFIED ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE COMMUNITY, THE JS WEBSITE, THE SERVICES, OR OTHERWISE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO COMMUNITY OWNER FOR ACCESS TO AND USE OF THE COMMUNITY IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.”

(8) The Community Terms are hereby expanded to include a new Section 22 containing the language below:

“Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS ADDENDUM OR THE PROGRAM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED TO THE GREATEST EXTENT ALLOWABLE UNDER APPLICABLE LAW.”

(9) The Community Terms are hereby expanded to include a new Section 23 containing the language below:

“Non-Disparagement. We agree to not take any actions, make any statements, whether oral or in writing, that criticize, denigrate, defame, or otherwise disparage the other, or which could be construed to negatively impact the other Party’s business, services, products, or reputation. Further, you expressly agree not to make any statement to any other Services participant or coached of JS that disparages the JS or the Services provided.”

(10) Section 15.6 of the Community Terms is hereby replaced in its entirety with the language below:

“Arbitration Proceedings. Any arbitration hearing will take place in the county and state of Denver, Colorado, unless we agree otherwise. During the arbitration, the amount of any settlement offer made by you or Community Owner must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.”

(11) Indemnification. Section 12 of the Community Terms is hereby expanded to include the language below:

“To the fullest extent allowed by applicable law, you agree to indemnify and hold harmless JS, and JS’s officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Services or your breach of these Terms including this Addendum.”

(12) The Community Terms are hereby expanded to include a new Section 24 containing the language below:

“Notices. JS may provide notices and other communications to you in connection with this Addendum, the Services, and the Community by email to the email address you provide to JS. The date of receipt of notice will be deemed to be the date the notice is sent or otherwise posted. Notices to JS must be sent to jess@jesssherlock.com.”