The Insighters Terms and Conditions

THE INSIGHTERS
TERMS & CONDITIONS OF PURCHASE

You are purchasing access for one (1) person to The Insighters by Heather Campbell referred to below as “The Insighters Coaching Program”, “The Insighters Program,” “The Insighters,” “Insighters,” or the “Program”) from Hey Heather Campbell, LLC. (the “Company,” “we,” or “us”). You must be at least 13 years of age or older to purchase access to The Insighters Coaching Program. Children under the age of majority should review this Agreement with their parent or legal guardian.

The Insighters Product includes live course access, course content and materials, other information and materials furnished by the Company (collectively, “Content”) and access to a website for members of the Program (the “Site”). By purchasing access to The Insighters Product, you and the Company hereby agree to these Terms and Conditions of Purchase and the Company’s Terms of Use and Privacy Policy (collectively, this “Agreement”) following legal terms and conditions that govern your use of The Insighters Product and that form a legal agreement between you and the Company. In the event of any conflict between these Terms and Conditions of Purchase and the Terms of Use or Privacy Policy, these Terms and Conditions of Purchase shall control.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

PAYMENT POLICY:
You are responsible to pay for The Insighters Product in full (including all applicable sales and other taxes or fees) and for providing us with a valid credit card or other payment method. If you select the payment plan, your card will be charged the first payment of $600 USD when you register and subsequent payments of $600 USD will be charged on the same day of the month for 11 months, totaling $7.200 USD. If you have selected a payment plan and you miss a payment, your account status will be changed to “delinquent.” You will immediately lose access to future Modules and Bonuses and your access to the Site and all Content will be revoked seven (7) days after your payment declines. You will also not receive access to future versions of the Program as it’s released until all payments are made in full.

If your account remains in delinquent status for longer than sixty (60) days, the Company reserves the right to report any delinquent balance owed to a credit reporting bureau and/or collections agency subject to the Company’s sole discretion until the account is caught up and in good standing.

To be clear, The Insighters is not a subscription payment model that can be canceled or “pay in part” program where you can pay only for access to certain Modules and not others. This is a full immersion program, and your payment plan is a convenience that we offer so that you can make the price sustainable.

REFUND POLICY:
Given the unique nature of this Program and the importance of consistency and intention in your marketing to achieve results, there are no refunds. Please be sure you’re ready to commit to The Insighters before purchasing.

INTELLECTUAL PROPERTY:
You agree that The Insighters Product contains proprietary Content that is owned by the Company and/or its licensors and is protected by copyright, trademark, and other applicable intellectual property laws. Duplicating, sharing, or uploading any Product Content, including to any sharing or social media sites, is considered stealing, and the Company will prosecute such misconduct to the fullest extent permitted by law.

The Company provides you with The Insighters Product solely for your personal, noncommercial use, and you agree that you will not use any of the Product Content in any way whatsoever except for use in compliance with this Agreement. You will not use The Insighters Product or the Content available in the Product in a manner that constitutes an infringement of the Company’s rights or that has not been authorized in writing by the Company. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from The Insighters Product. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, noncommercial use, provided that you keep intact all copyright and other proprietary notices.

To be clear: please be aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference the Company, Heather Campbell, Insighters, or Insighters Content, or infringe on any of the Company’s intellectual property in any way. Any material that you create should be focused on your business, not ours. All copyrights, trademarks, and other intellectual property rights in and to The Insighters Product (including the compilation of Content, postings, links to other internet resources, and descriptions of those resources) are owned by the Company and/or its licensors, which reserve all of their respective rights in law and equity.

THE USE OF THE COMPANY’S INSIGHTERS PRODUCT, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.

Company trademarks, service marks, graphics, and logos used in connection with The Insighters Product are common law trademarks or registered trademarks of the Company. You are granted no right or license with respect to any of the aforesaid trademarks.

The Insighters Product includes access for one (1) person. Upon registration, you will receive one username and password for the Site for use during the live course. If you would like to take Insighters along with a business partner or collaborator, you will need to each purchase the course individually. Additionally, if you are interested in having your assistant or your entire team take Insighters, a separate membership will need to be purchased for each participating member.

DESCRIPTION OF COACHING:

Coaching is partnership (defined as an alliance, not a legal business partnership) between the Coach and the Client in a thought-provoking and creative process that inspires the Client to maximize personal and professional potential. It is designed to facilitate the creation/development of personal, professional or business goals and to develop and carry out a strategy/plan for achieving those goals.

COACH/CLIENT RELATIONSHIP:

The Coach agrees to maintain the ethics and standards of behavior established by the International Coach Federation “(ICF)” (Coachfederation.org/ethics). It is recommended that the Client review the ICF Code of Ethics and the applicable standards of behavior.

The Client is solely responsible for creating and implementing his/her own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and his/her coaching calls and interactions with the Coach. As such, the Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.

The Client further acknowledges that he/she may terminate or discontinue the coaching relationship at any time. Please see Termination + Refunds below.

The Client also acknowledges that coaching is a comprehensive process that may involve different areas of his or her life, including work, finances, health, relationships, education and recreation. The Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices is exclusively the Client’s responsibility.

The Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.

The Client understands that in order to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program.

SERVICES:

The parties agree to engage in a 9-month Coaching Program through bi-weekly, 60-minute, in-person video conference meetings. Coach will be available to Client by e-mail and voicemail in between scheduled meetings as defined by the Coach. Coach may also be available for additional time, per Client’s request at a rate of $250 per hour.

SCHEDULE:

Our calls/meetings shall be 60 minutes in length. If rates change before this agreement has been signed and dated, the prevailing rates will apply.

RESCHEDULING OUR MEETINGS:

Client agrees that it is the Client’s responsibility to make the regularly scheduled coaching calls. No-shows are non-refundable.

PROCEDURES:

The time of the coaching meetings and/or location will be determined by Coach and Client based on a mutually agreed upon time. The Coach will will initiate all scheduled calls using a Zoom link to be distributed in advance of the meeting. If the Coach will be at any other location for a scheduled call, Client will be notified prior to the scheduled appointment time.

CONFIDENTIALITY:

This coaching relationship, as well as all information (documented or verbal) that the Client shares with the Coach as part of this relationship, is bound by the principles of confidentiality. However, please be aware that the Coach/Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognized privilege.

The Coach agrees not to disclose any information pertaining to the Client without the Client’s written consent and will not disclose the Client’s name as a reference without the Client’s consent. Confidential Information does not include information that:

Was in the Coach’s possession prior to its being furnished by the Client;

Is generally known to the public or in the Client’s industry;
Is obtained by the Coach from a third party, without breach of any obligation to the Client;
Is independently developed by the Coach without use of or reference to the Client’s confidential information; or (e) the Coach is required by statute, lawfully
issued subpoena, or by court order to disclose;
Is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and
Involves illegal activity.

The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner.

INTELLECTUAL PROPERTY:

You agree that this coaching program contains proprietary Content that is owned by the Coach and/or its licensors and is protected by copyright, trademark, and other applicable intellectual property laws. Duplicating, sharing, or uploading any Product Content, including to any sharing or social media sites, is considered stealing, and the Coach will prosecute such misconduct to the fullest extent permitted by law.

The Program provides you with coaching materials solely for your personal, noncommercial use, and you agree that you will not use any of the Product Content in any way whatsoever except for use in compliance with this Agreement. You will not use Content available in our coaching in a manner that constitutes an infringement of the Coach’s rights or that has not been authorized in writing by the Coach. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from our coaching work together You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, noncommercial use, provided that you keep intact all copyright and other proprietary notices.

To be clear: please be aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference the Coach, Heather Campbell, Hey Heather Campbell, or the Business Building Roadmap, or infringe on any of the Coach’s intellectual property in any way. Any material that you create should be focused on your business, not mine. All copyrights, trademarks, and other intellectual property rights in and to Coach (including the compilation of content, postings, links to other internet resources, and descriptions of those resources) are owned by the Coach and/or its licensors, which reserve all of their respective rights in law and equity.

THE USE OF THE PROGRAM MATERIALS EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.

Company trademarks, service marks, graphics, and logos used in connection with Hey Heather Campbell are common law trademarks or registered trademarks of the Company. You are granted no right or license with respect to any of the aforesaid trademarks.

ENTIRE AGREEMENT:

This document reflects the entire agreement between the Coach and the Client, and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes all prior written and oral representations. The Agreement may not be amended, altered or supplemented except in writing signed by both the Coach and the Client.

DISPUTE RESOLUTION:

If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and Coach agree to attempt to mediate in good faith for up to 30 days after notice given. If the dispute is not resolved, and in the event of legal action, the prevailing party shall be entitled to recover attorney’s fees and court costs from the other party.

SEVERABILITY:

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER:

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW:

This Agreement shall be governed and construed in accordance with the laws of the State of Colorado, without giving effect to any conflicts of laws provisions.

BINDING EFFECT:

This Agreement shall be binding upon the parties hereto and their respective successors and permissible assigns. Please sign both copies and return one copy of this Client Agreement prior to the first scheduled coaching meeting. Retain one copy for your records and mail the other to:

CHANGES TO THE AGREEMENT:

We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on a 12-month commitment to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to add anything new, that won’t be a problem – we’ll provide a separate estimate for any additional work.

COPYRIGHTS:

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. Then, when your final payment has cleared, copyright will be automatically assigned as follows:

The Client owns the final, finished visual elements that we create for this project, and we’ll license its use to you, exclusively and in perpetuity, which you should keep somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provide, unless someone else owns them.

The Coach owns the unique combination of the visual elements that constitutes a complete design and/or deliverable and other intellectual property rights, including associated ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by the Coach, solely or jointly with others, during the course of performing work for the Client. The Coach also own any elements we present to the Client that are not used in this project.

A LOVE LETTER FROM OUR ATTORNEYS:

Except as expressly provided in this Agreement, the Coach makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the coaching services negotiated, agreed upon and rendered. We can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

PRIVACY AND CONFIDENTIALITY:
The Insighters Product is subject to the Company’s Privacy Policy. The Company does not knowingly collect personal information from children under the age of 13 and does not wish to do so. The Company reserves the right to request proof of age so that it can verify that minors under the age of 13 are not using The Insighters Product.

We respect your privacy and insist that you respect the privacy of other people that participate in the Program (“Insighters Participants,” or “Program Participants”). By purchasing access to the Program, you agree:

Not to infringe any copyright, patent, trademark, trade secret or other intellectual property rights of the Company or the Program Participants;
That any confidential information shared by Insighters Participants or any of the Company’s representatives is confidential and proprietary and belongs solely and exclusively to the Participant who discloses it or to the Company;
Not to disclose such confidential information to any other person or use it in any manner other than in discussion with other Insighters Participants during training sessions;
That all Content provided to you by the Company is the Company’s confidential and proprietary information and intellectual property, belong solely and exclusively to the Company, and may be used by you only as authorized by the Company;
The reproduction, distribution and sale of the Content by anyone other than the Company is strictly prohibited; and
That if you violate, or threaten to violate, any of your agreements contained in this paragraph we will be entitled to, among other things, injunctive relief to prohibit such violations.

While you are free to discuss your personal results from the Program and training, you must keep the experience and statements, oral or written, of all other participants in the strictest of confidence.

THIRD-PARTY MATERIALS AND WEBSITES:
The Company may provide links to third-party materials and websites as a convenience to you and other Insighters Participants. These third-party materials and websites are not part of The Insighters Program, and they may be either withdrawn or terminated at any time without notice to you and without any liability on the part of the Company. You agree that you will be responsible for all payment and other obligations associated with your use of any and all third-party materials and websites. In addition, you agree that the Company is not responsible for examining or evaluating the content or accuracy of any third-party materials and websites, and the Company does not warrant and will not have any liability or responsibility for any third-party materials, websites, products, or services of third-parties. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party and that the Company will not be liable for your improper use of third-party materials and websites.

DISCLAIMER:
THE INSIGHTERS PRODUCT, THE SITE, THE CONTENT, AND ANY OTHER MATERIALS PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PRODUCTS.

When addressing financial matters in any of our websites, videos, newsletters, programs or other Content, we’ve taken all reasonable efforts to ensure that we accurately represent our programs and their potential to grow your business and improve your life. However, the Company does not guarantee that you will get any results or earn any money using any of our ideas, tools, strategies or recommendations, and nothing in the Program, Content, or Site is a promise or guarantee to you of future earnings.

YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE INSIGHTERS PRODUCT IS AT YOUR SOLE RISK.

By purchasing access to The Insighters Product, you accept, agree, and understand that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties, or guarantees verbally or in writing regarding your earnings, business profit, marketing performance, audience growth, or results of any kind. You alone are responsible for your actions and results in life and business which are dependent on personal factors including, but not necessarily limited to, your skill, knowledge, ability, dedication, business savvy, network, and financial situation, to name just a few. You also understand that any testimonials or endorsements by our customers or audience represented on our programs, websites, content, landing pages, sales pages, or offerings have not been scientifically evaluated by us and the results experienced by individuals may vary significantly. Any statements outlined on our websites, programs, content, and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no professional legal, medical, psychological, or financial advice.

ADDITIONAL TERMS AND CONDITIONS:

1) GOVERNING LAW. You and the Company have entered into this Agreement in the State of New York and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes among you and the Company, shall be determined in accordance with the laws of the State of New York, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction.

2) LIMITATION OF LIABILITY. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) THE COMPANY, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR LICENSEES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE Insighters PRODUCT; AND (II) YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Insighters PRODUCT AND REQUEST A REFUND AS SET FORTH IN SECTION 6. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

AS SET FORTH IN OUR PRIVACY POLICY, THE COMPANY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH YOUR PURCHASE AND USE OF THE Insighters PRODUCT, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK.

3) NON-DISPARAGEMENT. You agree that you will not engage in any conduct or communications with a third party, public or private, designed to disparage the Company, The Insighters, or Heather Campbell, including, but not limited to, any remark, comment, message, information, declaration, campaign, communication, or other statements of any kind, whether verbal, in writing, electronically transferred, or otherwise, that might reasonably be construed to be derogatory, defamatory, libelous, or slander.

4) BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. You have no right to assign this Agreement, by operation of law or otherwise. The Insighters Product is a non-transferable program.

5) TERMINATION. The Company is committed to providing all customers in the Program with a positive Program experience. If you fail, or the Company suspects that you have failed, to comply with any of the provisions of this Agreement, the Company, in its sole discretion and without notice to you, may: (a) limit, suspend, or terminate your participation in The Insighters Program without refund or forgiveness of monthly payments; and/or (b) terminate this Agreement. Your obligations to the Company under this Agreement will survive the expiration or termination of this Agreement for any reason.

6) CHANGES. The Company reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of The Insighters Product. Such modifications and additional terms and conditions shall be effective immediately and incorporated into this Agreement. Your continued use of The Insighters Product will be deemed your acceptance thereof. The changes may be listed in an area accessible to you on the Site or you may be notified by either e-mail or postal mail. If you have any questions, please contact our legal department directly at legal@heyheathercampbell.com

7) INDEMNIFICATION. You agree to defend, indemnify, and hold harmless the Company, its owners, officers, employees, contractors, directors, licensors, related entities, affiliates, and successors from and against any and all liabilities and expense whatsoever, including, without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements, which any of such parties may incur or become obligated to pay arising out of or resulting from your breach of this Agreement and/or your misuse of The Insighters Product. You shall defend the Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. You recognize and agree that all of the Company’s owners, officers, employees, shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of the Company.

8) BINDING ARBITRATION. In the event of a dispute arising under or relating to this Agreement or the Program (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 8(J) below, nothing in this Agreement will prevent the Company from seeking injunctive relief in any court of competent jurisdiction as necessary to protect its proprietary interests.

9) CLASS ACTION WAIVER. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10) EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of the Company’s intellectual property rights and confidential and proprietary information by you, the Company will suffer irreparable harm and will, therefore, be entitled to injunctive relief to enforce this Agreement. The Company may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by the Company.

11) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written or oral, between the parties.

12) COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in performing this Agreement. Whenever there is any conflict between any provision of this Agreement and any applicable law, the applicable law shall prevail.

13) NO WAIVER. The failure of any party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision shall not be deemed to be a waiver of any other breach of such provision or any other provision.