Terms of Service
These Terms of Use (the “Agreement” or “Terms”) contain the terms under which Niluka Kavanagh, operating under the name Imaginethat (hereby, “us, ” “We,” the “Company”),provide their Service(s) to you (“You” or “Client”) and describe how the Offerings may be accessed and used. You and Company me be referred to collectively as the “Parties.” You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Offerings.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization, and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
1. Introduction.
Company is an educational and coaching business that provides assistance to
(online) business owners through various offerings as highlighted below.
The services provided by the Company include the Website, ImagineThat Academy, the ImagineThat Club, the ImagineThat Workshop, the ImagineThat Discovery Call and ANY and ALL other services, information or advice delivered by the Company (the “Service” or collectively the “Services”) under ImagineThat. The following Terms apply to the Service.
The term "Website" encompasses all content, features, and functionalities available at www.imaginethatclub.com, including but not limited to blogs, articles, videos, graphics, audio, recordings, downloadable materials, and any content disseminated through our official social media channels (e.g., Instagram, LinkedIn, Facebook, YouTube). All such content is considered part of the "Materials" and is protected under applicable intellectual property laws.
2. Academy
Company offers a three-month educational programme teaching individuals and
business owners how to start and grow a high-profit online services business. The
academy is offered twice a year, and you may sign up for it via the application form
found here.
a. Academy Offerings. When you join the Academy, you will have access to:
i.5 Live Group Workshops. During these workshops, scheduled by the Company, you will discuss your progress with other members of the Academy, provide peer-to peer feedback, and take part in activities held during the workshops.
ii.2 private check-ins with Us. During these sessions you will be able to ask questions and receive tailored guidance(“Private Sessions”).
iii.12 masterclass videos.
iv.Access to 12 templates to help you build and operate your business.
v.Direct invite to the ImagineThat Club. By joining the Academy, you will
automatically be invited to join the ImagineThat Club at the end of the
programme, as defined In Section 2 below.
vi.Anything else the Company determines in its sole discretion to include
in the Academy.
b. Your Responsibilities as an Academy Participant. When you join the
academy, you agree the following:
i.Attend all scheduled Workshops and Private Sessions. Missed sessions will not be
rescheduled unless approved by the Company.
ii.Engage fully with Academy materials and discussions.
iii.Conduct yourself professionally and respectfully in all Academy settings.
iv.Schedule your Private Sessions based on time slots proposed by the
Company. If no mutually agreeable time is found, Company reserves
the right to assign a time.
v.Schedule Private Sessions with at least 48 hours’ notice.
vi.Cancel or reschedule a Private Session with at least 24 hours’ notice,
or forfeit the session at Company’s discretion.
vii.Late arrivals of more than 5 minutes may be treated as no-shows.
c. Admission. Company reserves the right to accept or reject any application for
participation in the Academy or Club at its sole discretion, including for
reasons related to availability, suitability, or conduct history.
• Sessions cannot be saved or carried over to another time after the Academy
programme ends and any other requests are at the discretion of the company.
• 1:1 sessions can NOT be scheduled with less than 48 hour’s notice, unless the
Company decides otherwise.
3. ImagineThat Club
ImagineThat Club is a global online community designed to support digital founders and entrepreneurs (the “Club”)
a. Club Offerings. By joining the Club, you will receive access to:
i.Monthly Office Hours. Interactive sessions with US and other
members of the community. These sessions are for sharing challenges and receiving feedback and support from the community and the Company founder, Niluka.
ii.Group Workshops. Collaborative workshops focusing on various areas
of running and growing a business, including sales processes, social
media strategies, and lead generation.
iii.Members Directory. A searchable database to connect with fellow members for
collaborations, accountability partnerships, or networking.
iv.Announcements And Community Board. A messaging platform where members can share updates and resources and connect with other members and hear announcements about the club.
v.Virtual Coffee Chats. Informal video calls aimed at fostering genuine connections among members.
vi.Weekly Tips Newsletter. Practical advice and inspiration delivered via
email to keep members motivated and focused.
These are collectively referred to as the “Club Offerings” or individually as a
“Club Offering.”
b. Annual Members. Those who purchase an annual pass (“Annual Members”)
to the Club will also be eligible to receive:
i.1:1 Coaching with Niluka. Personalized coaching with Niluka to address specific business challenges, answer questions, or receive any other support the Member needs. Each member will receive one coaching session per year and the session is limited to 40 minutes.
ii.Social Media Sharing Support Channel. A space to promote and support each other’s social media content.
iii.Resources For Your Business. Access to templates, checklists, and other tools to aid in business development.
c. Memberships.
i.Monthly. A monthly membership provides you access to the Club for one month from the date of purchase (“Monthly Member(s)”). While Monthly Members have access to all the offerings in Section 2(a) of this Section, they are not eligible for the offerings under Section 2(b).
ii.Annual. Annual Members receive access to the Club for a period of one-year from the date of purchase and are eligible to receive all offers under Section 2(a) and (b).
iii.Unused benefits within a subscription period do not roll over.
iv.Renewal.
1. Both the Monthly and Annual memberships will renew automatically for the same term unless otherwise cancelled pursuant to Section 2(c)(iv).
v.Fees.
1. The fees for each membership plan are identified on the Website.
2.Company retains the right to increase or decrease the cost of the Services at any point. These price changes will go into effect upon the renewal of your membership plan and will not impact your then-current subscription fee.
3.If there is a price increase upon renewal, the Company will notify you in advance and provide a new payment link via Wix reflecting the updated membership fee. Your membership will only renew upon successful completion of the new payment.
vi.Cancellation.
Members may cancel their subscriptions at any time through the WIX
platform. The following terms apply in the event of a cancellation.
1. Monthly. Upon cancellation, Monthly Members will have access to the Club until the end of their current billing cycle.
2.Annual. Upon cancellation, Annual Members will have accessuntil the end of the annual term.
d. Eligibility. Membership is open to individuals who are:
i.At least 18 years old;
ii.Engaged in or aspiring to start an (online) business; and
iii.Committed to fostering a supportive and collaborative community
environment.
e. Community Guidelines. As a member of the Club, you are expected to
contribute to and respect the integrity, safety, and positivity of the community.
By participating in any aspect of the Club, including but not limited to Office
Hours, Workshops, the Community Board, and Virtual Coffee Chats, you
agree to abide by the following Community Guidelines:
iv.Respect and Kindness
Treat all members with courtesy, empathy, and respect.
Discrimination, harassment, hate speech, or personal attacks of any
kind will not be tolerated.
ii. Constructive Participation
Engage in discussions in a supportive, solution-oriented manner. Offer
feedback with the intent to help, and refrain from overly negative or
dismissive comments.
iii. Confidentiality
Respect the confidentiality of shared information. Do not share any
personal or business details disclosed by other members outside the
Club without express permission.
iv. No Self-Promotion or Spam
Do not use community spaces (e.g., the Community Board, Office
Hours, Coffee Chats) solely for self-promotion, marketing, or
solicitation unless explicitly invited (e.g., in a designated promotion
thread). Excessive posting of links, promotional content, or irrelevant
material is prohibited.
v. Inclusivity
The Club is open to members from diverse backgrounds, identities,
and business experiences. Embrace inclusivity and refrain from
language or behavior that may exclude or marginalize others.
vi. Integrity and Honesty
Represent yourself and your business truthfully. Misleading claims,
false testimonials, or misrepresentation of skills, results, or affiliations
are prohibited.
vii. Use the Platform Responsibly
Use the Member Directory, Messaging Board, and all digital resources
responsibly. Do not engage in any activities that could compromise
the platform’s integrity, disrupt others’ experience, or violate applicable
laws.
viii. Feedback and Moderation
The Club reserves the right to moderate all interactions and remove
content or restrict access to members who violate these guidelines.
Repeated or serious violations may result in suspension or termination
of membership without a refund.
ix. Support Each Other
The spirit of the Club is mutual support. When possible, uplift others
by providing encouragement, sharing useful resources, or offering
help.
Any violation of these community guidelines will result in immediate removal from the Club. Additionally, Company may remove you from the Club for any other behavior it deems detrimental to the other members of the Club or Company.
4. Bespoke Coaching.
Company may decide in the future to make available 1:1
support for business owners. The manner of the support, contents, and information made
available regarding the Bespoke Coaching will be determined at a future date and will be
determined in a manner determined, in their sole discretion, by the Company.
The payment terms for the bespoke coaching will be determined on a case-by-case
basis and will be agreed to in writing (email sufficient) by both parties.
Company will send an invoice to you in order to collect payment. The invoice will
include:
a. The amount due;
b. The date when the payment is due by; and
c. The payment method.
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Company reserves the right to send a payment request via WIX.
5. Payment Terms.
a. Access Upon Payment. Once a payment is made for a particular Service, you will
If you are interested at any point in receiving Bespoke coaching, please reach out to
Company via email at hello@imaginethatclub.com.
have access to the Service as appropriate.
b. Payment Processor. All payments are collected via a third-party processor, including, but not limited to, WIX or Stripe (we retain discretion to use whichever processor we determine is best for us). Upon payment, your information, including credit card details and contact information, may be collected by the third-party merchant. These third-party merchants may have terms of service, privacy policies, or security practices that are different than those of Company. As such, all payments are governed by the third party processors terms and conditions.
c. Automated Payment. For members utilizing the Club, you authorize us to set up an automated recurring billing process unless you terminate your membership before renewal.
d. Failed Payments. If an automated payment fails, members will be notified
immediately and asked to provide an updated payment method. Should the payment fail a second time, Company is entitled to terminate your access to the Services.
e. Refunds. All payments are final and non-refundable, unless required by law or
otherwise granted at the sole discretion of the Company.
6. Communications.
By signing up for one of Company’s Services, you understand
and agree to to sign up for the Company’s newsletter. You can unsubscribe from the
newsletter at any time by clicking unsubscribe on the email.
7. Changes to Services.
Company reserves the right to, in their sole discretion,
modify, suspend, or terminate any of the Services at any time. Should Company decide to modify, suspend, or terminate any of the Services, you will not be entitled to any refund for your prior use of the Services.
8. Confidentiality.
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All information disclosed by either party during the course of the
Services, including but not limited to documents, training materials, images, audio, video, and other related content, shall be considered confidential ("Confidential Information").
Neither party shall disclose, reproduce, or distribute any Confidential Information without prior written consent from the other party, except as required by law. Both parties agree to implement reasonable safeguards to protect the confidentiality of such information. This obligation shall survive the termination of this Agreement indefinitely.
9. Intellectual Property.
a. Materials; Intellectual Property. All materials provided through the
Services, including but not limited to the Company website and its content
and the Services content, templates, videos, documents, guides, downloads,
training materials, and proprietary methods (collectively, the “Materials”), are
the exclusive property of the Company and are protected by copyright,
trademark, trade secret, and other applicable laws.
b. License. You are granted a limited, non-exclusive, non-transferable,
single-user license to access and use the Materials solely for your personal,
individual use.
c. Prohibited Use. Except as expressly authorized in writing, you agree
not to:
i.Copy, reproduce, download, transmit, distribute, publish, or share the
Materials with others,
ii.Modify, edit, or create derivative works from the Materials,
iii.Sell, sublicense, exploit, or use the Materials for any commercial purpose, or
iv.Use the Company’s intellectual property in connection with any
business or coaching services, whether paid or unpaid.
d. Ownership. All intellectual property rights in the Services, Materials, and any related content remain solely with the Company.
e. Equitable Relief. You acknowledge that any actual or threatened breach of this
Section, including unauthorized use or disclosure of intellectual property or confidential information, would cause irreparable harm for which monetary damages would be inadequate. In such cases, the Company is entitled to seek immediate injunctive or other equitable relief, without the requirement of posting bond, in addition to any other remedies available at law or in equity.
f. Cumulative Rights. All rights and remedies provided under this Agreement are
cumulative, and do not limit or exclude any other rights or remedies available by law.
10. Use Of Testimonials And Social Proof.
By participating in the Services, including but not limited to group workshops, private sessions, community events, and other live or recorded programming, you grant the Company permission to use your name, likeness, social media handles, testimonials (formal or informal), and any feedback you provide, whether written, spoken, or submitted digitally, for promotional, marketing, or educational purposes.
You also consent to the Company capturing, storing, and repurposing screenshots,
video recordings, audio clips, or written exchanges from live sessions, classes, or
community discussions where you may appear or contribute. These materials may
be used in marketing content, training resources, or promotional materials, in
accordance with applicable privacy and data protection laws.
If you wish to revoke this permission, you must submit a written request via email.
The Company will make reasonable efforts to accommodate your request and cease
future use, though it cannot retract previously published materials.
11. Non-Disparagement.
Both parties agree not to make any statements or engage in conduct that could
reasonably be perceived as damaging to the other party's reputation, business,
services, or products, whether orally, in writing, online, or through social media. In the event of a breach or threatened breach of this provision, the non-breaching party shall be entitled to seek injunctive or other equitable relief without the necessity of posting a bond, in addition to any other remedies available under law.
12. Affiliate Relationships and Endorsements.
Company may include links to third-party products, services, or programs on its
Website, social media channels, or in client communications. Some of these may be
“affiliate links,” meaning Company may receive compensation or other benefits if you make a purchase or sign up through such links.
We only recommend products or services we believe may be of value to our
audience. However, Company is not responsible for and does not guarantee the
accuracy, legality, quality, or effectiveness of third-party products or services. All
affiliate content is for informational purposes only and should not be considered an
endorsement unless explicitly stated.
Company may enter into formal affiliate or referral agreements with brands, including financial institutions, and may be compensated per lead or conversion. Such relationships may influence the content presented, in accordance with applicable legal and regulatory requirements, including FTC guidelines.
13. Responsibility for Use of Website.
Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Website for your personal, non- commercial use only, subject to these Terms. You may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, modify, reverse-engineer, decompile, disassemble, or otherwise exploit this Website or any portion of it unless expressly permitted by Company in writing. You are responsible for maintaining the confidentiality of any login credentials used to access the Website or any Offering and for all activity that occurs under your account or device. You agree that any access or use of the Website from your devices will be presumed to be authorized by you.
Company reserves the right to restrict, suspend, or terminate your access to the
Website at any time and for any reason, including but not limited to a violation of
these Terms.
14. Prohibited Use.
a. When using the Website or any Service made available by Company, you agree that you will not:
i.Copy, reproduce, duplicate, sell, resell, or exploit any portion of the Website or its content without express written permission from Company;
ii.Use the Website or its content for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation;
iii.Interfere with or attempt to disrupt the operation or security of the Website, servers, or networks connected to the Website;
iv.Access or attempt to access any data, files, or passwords related to the Website through hacking, password mining, or any other unauthorized means;
v.Use any device, software, or routine to interfere with the proper functioning of the Website;
vi.Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
vii.Post or transmit any material that infringes upon the intellectual property rights of others, is false or misleading, or is defamatory, obscene, or otherwise objectionable.
viii.Company reserves the right to block or revoke your access to the Website, remove any content you submit, and take legal action against you for any violation of this section.
b. Company reserves the right to block or revoke your access to the Website, remove any content you submit, and take legal action against you for any violation of this section.
15. Right to Monitor.
Company reserves the right, but are not obligated, to monitor
materials posted in any public area and shall have the right to remove any information deemed offensive by our staff. Notwithstanding the foregoing, you remain solely responsible for your use of any information contained on the site.
16. Termination of Use.
You understand and agree that Company may revoke and
prohibit your access to the Website at any time and for any reason. Furthermore, Company may terminate the provision of any Offering without refund to you should you violate this Agreement or behave in a manner inconsistent with the purpose and intent of the Website.
17. Linking to the Site.
Anyone linking to the Website must comply with all applicable laws and should not: (i) misrepresent its relationship with the Company; (ii) present false or misleading information about the Company; or (iii) contain content that is reasonably considered profanity, defamatory, vulgar, offensive, or unlawful.
18. Third-Party Providers.
We may endorse, partner with, refer you to, or collaborate with third-party providers to offer specialist or additional support. These third-party providers operate independently and are not affiliated with the Service. Any services, advice, or correspondence you engage in with third parties - whether that is facilitated through Company or directly - are entirely your own decision and undertaken at your own risk. For the avoidance of doubt, Company takes no liability whatsoever for any responsibilities, actions, services, or interactions involving third parties, including the additional services that may be provided to you during, after or at the end of the Service.
19. Links to Third Party Websites or Resources.
The Services may contain links to
third-party websites or resources. The Company provides these links only as a convenience and is not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assumes all risk arising from use of any third-party websites or resources. Company is not responsible for the way these third-party websites or resources handle your personal information, whether they have a privacy notice or any information you provide to them by visiting their website. You are responsible for reading and agreeing to, or disagreeing with, the external website’s privacy notice.
20. Force Majeure.
Company shall not be liable for any failure or delay in performing our obligations
under this Agreement if such failure or delay is due to causes beyond our reasonable control, including but not limited to acts of God, natural disasters (such as earthquakes, hurricanes, floods, wildfires, or other extreme weather conditions),
pandemics, epidemics, or other public health emergencies, acts of terrorism, war,
civil unrest, governmental actions, labor strikes, supply chain disruptions, utility
failures, cyberattacks, equipment failures, or the discontinuance or unavailability of
essential products or services.
If a force majeure event occurs, Company will make reasonable efforts to mitigate its
impact and resume performance as soon as practicable. However, if the event
continues for an extended period, we reserve the right to modify, suspend, or
terminate the affected services without liability.
21. DISCLAIMERS; WARRANTIES; LIMITATION OF LIABILITY
a. Disclaimer of Guarantees.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY
MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS,
EXPRESS OR IMPLIED, ABOUT THE SERVICES, INCLUDING BUT NOT
LIMITED TO THE ACADEMY, CLUB MEMBERSHIP, BESPOKE
COACHING, WORKSHOPS, TRAININGS, TEMPLATES, AND ANY OTHER
MATERIALS, CONTENT, OR ADVICE PROVIDED.
WE DO NOT GUARANTEE THAT YOU WILL ACHIEVE ANY PARTICULAR
BUSINESS OUTCOMES, INCLUDING REVENUE GROWTH, CLIENT
ACQUISITION, BUSINESS SCALING, OR BRAND VISIBILITY. RESULTS
MAY VARY BASED ON INDIVIDUAL EFFORTS, IMPLEMENTATION,
MARKET FACTORS, AND OTHER VARIABLES OUTSIDE OUR CONTROL.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE
FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO:
i.THE IMPLIED WARRANTIES OF MERCHANTABILITY,
ii.FITNESS FOR A PARTICULAR PURPOSE,
iii.NON-INFRINGEMENT, AND
iv.WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
b. Service-Specific Disclaimers
i.Academy: The educational content, templates, and coaching provided
through the Academy are for informational purposes only. Company
does not guarantee business success, income, or client acquisition
due to participating in the Academy. You are responsible for attending
the sessions and applying the information provided.
ii.Club Membership: The Club is a peer and community support space.
The Company does not monitor, verify, or endorse the accuracy of
member-shared information or advice. Interactions in the Club do not
constitute professional coaching or business consulting and are not a
substitute for personalized business advice.
iii.Bespoke Coaching: All coaching is educational in nature and does not
constitute legal, financial, psychological, or regulatory advice. Any
outcomes discussed are illustrative only and should not be relied upon
as guarantees. The implementation of coaching advice is solely your
responsibility.
iv.Templates, Resources, and Trainings: These are generalized tools
meant to support your development but are not tailored to your
specific legal, financial, or operational circumstances. You should
consult with qualified professionals where appropriate.
v.Third-Party Services: Where we recommend or connect you to third-
party providers, these are offered as optional resources. We make no
warranty as to their quality, accuracy, legality, or fitness for your
needs. Any decision to engage with them is yours alone and done so
at your own risk. Company shall not be liable for any damages,
claims, or losses arising from your relationship with a third-party
service provider.
vi.Website and Blog. Any information provided by Company on their
Website or Blog, including help articles, examples, or the like are
provided for informational purposes only and are provided without any
warranty, express or implied, including as to their legal effect and
completeness. Company cannot provide you with any legal or tax
advice and encourages you to consult with legal and tax counsel and
website accessibility consultants of your own selection and at your
own expense to ensure your compliance with all applicable Laws. You
agree that you are solely and exclusively responsible for your website
and mobile applications and the entirety of your Content, including
compliance with Laws and following your published policies.
b. LIMITATION OF LIABILITY.
vii.TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY (INCLUDING ITS
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS
AND LICENSORS) WILL NOT BE RESPONSIBLE FOR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, LOST REVENUES, LOSS OF GOODWILL, LOST
DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THIS EXCLUSION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
viii.TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COMPANY FOR ANY CLAIMS IN RESPECT OF THE SERVICES, WEBSITE OR THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL FEES PAID TO COMPANY IN CONNECTION WITH YOUR CONTENT DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST SUCH CLAIM. THIS LIMITATION ON LIABILITY WILL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.
ix.You understand that Company cannot and does not guarantee or warrant that files available for downloading from the internet or the Services or Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services and Website for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW,
COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A
DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER
TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER
EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
x.NOTHING IN THIS SECTION SHALL AFFECT ANY LIABILITY THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
22. Indemnification.
You agree to indemnify, defend, and hold harmless Company and its affiliates, employees, agents, officers, contractors, and partners from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
a. b. Your use of the Website or Services,
Your breach of this Agreement,
c. d. e. Your violation of any applicable laws or regulations,
Any violation of a third party's rights, or
Any data or content submitted by you.
Company reserves the right, at its own expense, to assume the exclusive defense
and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Company in asserting all available defenses and participating in the defense as reasonably requested. You may not settle any such matter without the prior written consent of Company.
23. a. Governing Law; Jurisdiction; Dispute Resolution
Governing Law. This Agreement will be governed by, construed and enforced in
accordance with the laws of England and Wales.
b. Before initiating any formal legal action or arbitration, both parties agree to first
attempt to resolve any dispute, controversy, or claim arising out of or related to this
Agreement, the Site, Products, or Services, through good faith negotiation.
The party seeking resolution must provide written notice of the dispute to the
other party, detailing the nature of the issue, the desired outcome, and any
proposed solutions. The parties agree to engage in good-faith discussions to
resolve the dispute informally. The Parties have 30 days from the notice of the dispute to resolve it.
c. Any dispute will first be subject to good-faith mediation, to be held virtually or
in a mutually agreeable forum.
d. If unresolved, the dispute shall proceed to binding arbitration under the rules
of the Chartered Institute of Arbitrators or another recognized UK body.
e. Only if arbitration fails may either party pursue remedies in court. The
exclusive venue shall be the courts of England and Wales.
f. The prevailing party in any dispute shall be entitled to recover reasonable
legal fees and costs.
24. Whole Agreement.
This Agreement supersedes and cancel all prior or contemporaneous discussions,
writings, negotiations, and agreements that may have been in place between the
Company and Client before the Client used any Service.
25. Modifications.
The Company reserves the right to modify this Agreement at any time. Such
modifications will be effective upon posting on the Website. Continued use of the
Services after any changes indicates acceptance of the revised Terms.
26. Severability.
If any term in this Agreement is found to be void or voidable, the remaining terms
shall remain in full force and effect, including those terms that are similar.
27. Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.
You may not assign or transfer your rights or obligations under this Agreement
without prior written consent from the Company. Any unauthorized assignment shall
be null and void.
Company may assign this Agreement at their sole discretion and without your prior
written consent.
28. Independent Contractors.
You and Company agree that your relationship is of independent contractors. Nothing in this Agreement or the Additional Agreements creates any employment relationship, partnership, joint venture, franchise, or agency relationship between you and Company.
29. Duty To Read
a. By taking part in ANY Service with the Company, you automatically become party
and accept this Agreement.
b. You understand and accept that you are precluded from using lack of reading as a
defence against all remedies contained herein.
c. You hereby warrant that you are competent to participate in the Service in your own name. You confirm that you have read this Agreement prior to using any Service and are fully familiar with the contents thereof.
d. This Agreement shall be binding upon you and your heirs, legal representatives, and assigns.