Terms & Conditions
Last Revised: February 1, 2022
This Web site is provided by Agile In 5., an Illinois Limited Liability Corporation. If you have any questions regarding the Web site or these Terms and Conditions, please contact me at firstname.lastname@example.org.
SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND
- References to “Dispute” mean any claim, conflict, controversy, or disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any terms contemplated by the Terms.
- References to the “Learning Platform” mean the educational platform containing videos, trainings, tools, and tips made available through the Web site or an affiliated e-learning platform, such as LinkedIn Learning.
- References to a “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
- References to a “Member” mean those registered and authorized Users of our Learning Platform.
- References to the “Terms” and/or “Agreement,” mean this, these Terms and Conditions, as set forth herein.
- References to “us,” “we,” “our,” “Agile In 5”, and/or “My Virtual Agile Coach,” mean Agile in 5, Inc., an Illinois Limited Liability Company, and its parents, subsidiaries, and assigns.
- References to the “Web site” mean the Web site bearing the URL http://www.AgileIn5.com as well as any other Web site owned and/or operated by us, including social media pages.
- References to “you,” and/or “User” mean a general user of the Web site and/or the Learning Platform, whether as a registered member, email list subscriber, or general Web site user.
1.2. Agreement to be Bound.
The following Terms and Conditions, together with the relevant information set out on the Web site and the Learning Platform, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials, are subject to the Terms and Conditions set forth below. Please read them carefully as any of use of the Web site and/or the Learning Platform constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Web site or the Learning Platform, and, upon registration therefor, by clicking that you agree to these Terms, you represent that you are at least eighteen (18) years old, have read and understand the Terms and Conditions, and that you agree to be bound by these Terms and Conditions as set forth below.
SECTION II: GENERAL PROVISIONS
2.1. Success Not Guaranteed.
Members agree and acknowledge that, due to the nature of the industry in which Members seek training, success and improvement in employment, profit or business growth is not guaranteed. Rather, success is dependent on Member’s own commitment to the learning the content provided, time and effort expended in relation to the training, educational background, prior work history, and ability to understand and implement lessons. In no event shall the provision of training be construed by a Member as a promise of profit, sales, revenues, or increased wealth or assets.
2.2. Reliance on Training at Member’s Own Risk.
The training made available via the Learning Platform is intended as a self-help, motivation, personal-improvement, and informational tool. It is not intended to be a replacement for a mathematics, finance, computer science, technology, or business education, such as that received by a university, CPA, or MBA program. Training should not be relied upon or used as the sole basis for making decisions regarding business, finances, law, real estate, insurance, or any other specialized area without consulting primary, more accurate, more complete, or more timely sources of information. Member is responsible for his or her own due diligence.
2.3. Accuracy, Completeness, and Timeliness of Information.
We are not responsible if information made available on the Web site the Learning Platform is not accurate, complete, or current. You acknowledge that the Web site and the Learning Platform are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. You acknowledge further that any reliance on the Web site or the Learning Platform is at your own risk.
2.4. Errors in Web site or the Learning Platform.
We do not warrant that any errors in the Web site and/or the Learning Platform will be corrected.
2.5. Modifications and Changes to Terms and Conditions.
We may modify, add to, suspend, or delete these Terms and Conditions or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site and the Learning Platform. We may additionally attempt to notify you of such changes by contacting you at the email you provided upon registration of an Account or subscription to our newsletter. Your use of the Web site and/or the Learning Platform after modification, addition or deletion of these Terms and Conditions shall be deemed to constitute acceptance by you of the modification, addition, or deletion.
2.6. Modifications and Changes to the Web Site or the Learning Platform.
We may modify, add to, suspend, or delete any aspect of the Web site and/or the Learning Platform offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.
2.7. Access to Web site and the Learning Platform.
Though we try to make the Web site and the Learning Platform available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Web site or the Learning Platform will be at all times available.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Web site or the Learning Platform.
2.8. Right of Refusal, Limitation, Discontinuation, and Termination.
We reserve the right to refuse to provide access to the Web site and/or the Learning Platform for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a Member Account for any reason whatsoever, including but not limited to a breach or violation by the Member of any of the terms or provisions of the Terms and Conditions or any published Agile In 5 policy or procedure; a discredit of Agile In 5 by a User; misrepresentation of Agile In 5 by making claims contrary to Agile In 5 literature; ethical or legal violations that may cause Agile In 5 to suffer damages; or any other reason whatsoever, in the sole discretion of Agile In 5.
In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created, or, in the event of an authorized enterprise user, by contacting your corporate offices; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination. In the event we terminate your Account, you shall no longer be eligible to be a Agile In 5 Member at any time in the future, unless permission is granted to you, in writing, by us, in our sole and exclusive discretion.
In addition, although the Web site and the Learning Platform are intended to be accessible worldwide, the Web site may not be available to all persons in all geographic locations or jurisdictions. Agile In 5 reserves the right to limit the availability of the Web site and/or the Learning Platform to any person, geographic area, or jurisdiction it so desires, in our sole discretion, and to limit the quantities of any such product or service that it provides. Any offer for any product or service made via the Web site or the Learning Platform is void where prohibited by law.
2.9. Prohibited Uses of Web site and the Learning Platform.
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site or the Learning Platform: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Web site and/or the Learning Platform; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site or the Learning Platform; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Web site or the Learning Platform. We reserve the right to terminate your use of the Web site and/or the Learning Platform for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
SECTION III: INTELLECTUAL PROPERTY; PRIVACY
3.1. Online Accounts, Generally.
3.2. Transfer Prohibited.
You agree you shall not sell, trade or transfer that Account to any other person or entity except as provided for herein.
3.3. Account Types.
Use of the Web site is generally free, however, Members and enterprises wishing to access the premium features of the Learning Platform shall be required to pay a subscription fee as set forth on the Web site at all times, including at the time of purchase, and which may be subject to change in our sole and exclusive discretion, without notice.
3.4. Right to Monitor.
We shall have the right to monitor your Account in our sole and exclusive discretion.
3.5. Account Security.
For security purposes, we strongly advise you to keep your Account ID and password confidential and to change your Password if you think it may have been compromised. You are entirely responsible for maintaining the secrecy of this information. In addition, we recommend that you quit your entire browser application when you have completed your time on the Learning Platform. This is particularly important when you are using the Learning Platform at a public location, such as an Internet café, library, or workplace or on a public device. You agree to immediately notify Agile In 5 in the event of any security breach or unauthorized use of your Account ID, password, or any or all of your registration information. So that you can take advantage of the latest security technology, we recommend that you use the most recent version of your browser.
You may terminate your Member Account at any time by writing to us at email@example.com. In no event shall a refund be due or owing should a Member elect to terminate his or her membership unless as provided for herein.
SECTION IV: SUBSCRIPTION FEES FOR MEMBERS
4.1. Subscription Fees.
Members wishing to subscribe to our Learning Platform must pay a Subscription Fee in the amount set forth on the Web site at the time of purchase. We may increase these Subscription Fees from time to time, in our sole and exclusive discretion, where such changes shall take effect upon the next Billing Cycle (as defined in Section 4.4.)
4.2. Automatic Billing.
Subscription Fees as set forth herein shall be pre-paid, in full as per the billing cycle (the “Billing Cycle,”) on the first (1st) day of the Billing Cycle, where the first (1st) day of the first (1st) Billing Cycle shall be the date upon which Member registers for a subscription. Member shall be billed on the same day thereafter at the beginning of each Billing Cycle.
4.3. Form of Payment.
Payment shall be made automatically via our payment processors, QuickBooks, PayPal and Stripe, by automatic debit of the major credit or debit card provided by Member upon Account registration or as later updated by Member.
Due to the electronic nature of the services that we provide, in no event shall a refund be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to Member’s cancellation of a subscription prior the end of the Billing Cycle and/or Member’s failure to utilize the Web site and/or Learning Platform.
SECTION V: INTELLECTUAL PROPERTY; PRIVACY
5.1. Intellectual Property Rights Not Waived.
This is an Agreement for access to and use of the Web site and the Learning Platform, and you are not granted a license to any software or intellectual property by these Terms and Conditions aside from the limited right to use the Learning Platform. The Web site and the Learning Platform are protected by U.S. and, where applicable, international intellectual property laws. The Web site and the Learning Platform belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Web site and the Learning Platform.
Furthermore, all material displayed or transmitted on this Web site and the Learning Platform, including but not limited to text, logos, icons, the HTML-based computer programs used to generate the Web site, datasets, blog posts, articles, photographs, images, illustrations, video clips, audio clips, and graphics, (“Materials,”) are owned by us and/or our licensors and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties.
Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials. You may not register any domain names that may confuse or contain any portion of the Agile in 5 trade names or marks.
You may make a single print copy of any Materials provided by us on the Web site for personal, non-commercial use only, provided that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on the Web site or Learning Platform without our express written permission. All requests for archiving, republication, or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to firstname.lastname@example.org.
Agile In 5 makes no claims that the Materials are appropriate or may be downloaded outside Canada. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Web site from outside Canada, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction, including those relating to privacy.
You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Web site in accordance with these Terms and Conditions. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the Terms and Conditions specified in this Agreement. We reserve any rights not expressly granted under these Terms and Conditions.
Any software that is made available for downloading from the Web site or the Learning Platform, (“Software,”) or any affiliate and/or partner Web site is protected by U.S. copyright and may be protected by other rights. The use of such Software is governed by the terms of the software End-User License Agreement or designated “Legal Notice,” as may be in force.
You may have the opportunity to provide reviews, testimonials, suggestions, ideas, and feedback, (collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
In the event you provide a testimonial, you hereby assign, transfer and grant to Agile In 5, its successors, assignees, licensees, sponsors, any television networks, and all other commercial exhibitors the exclusive, irrevocable right and license to utilize such testimonial and providing User’s name, photograph, likeness, and occupation, in advertising and promoting Agile In 5 and in all media for social media, advertising, trade, and any other lawful purposes. You understand that neither Agile In 5 nor any third party is under any obligation to exercise any of the foregoing rights, licenses, and privileges. You waive any right to inspect or approve any materials related thereto or to claim any royalty therefor.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User’s personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions, and the like relating to Agile In 5 or its initiatives, (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of you or Idea or any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by third parties, or independently-developed or considered by us, shall be without obligation to you or any claim by you of interest in any patents, trademarks, copyrights, moral rights, or trade secrets which may arise from such Idea or any ideas similar to your Ideas.
SECTION VI: THIRD PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS
6.1. Third Party Advertisements and Promotions.
We may, from time to time, run advertisements and promotions from third parties on the Web site and/or the Learning Platform. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations with such dealings, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third party advertisers on the Web site or the Learning Platform.
6.2. Use of Third Party Tools.
We may provide you with access to third-party tools over which we do not monitor and/or have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind. We shall have no liability whatsoever arising from or relating to your use of optional third party tools.
Any use by you of optional tools offered through the Web site and/or the Learning Platform is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third party provider(s).
We may also, in the future, offer new services and/or features through the Web site and/or the Learning Platform, including but not limited to the release of new tools. Such new features and/or services shall also be subject to these Terms and Conditions.
6.3. Third-Party Links.
Certain content, products, and services available via our Web site and the Learning Platform may include materials from third parties.
Third party links on the Web site may direct you to third-party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of any information contained on a third-party Web site or service, and we do not warrant and will not have any liability or responsibility for any third-party materials or Web sites and/or services, or for any other materials, products, or services of third parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party with whom you connect via the Web site and/or the Learning Platform. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third party transactions should be directed to the third party.
SECTION VII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
7.1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
(A) YOU AGREE THAT USE OF THE WEB SITE AND/OR THE LEARNING PLATFORM IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS, WARRANT THAT THE USE OF THE WEB SITE OR THE SERVICE PROVIDER SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE AND/OR THE LEARNING PLATFORM OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.
(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEB SITE AND THE LEARNING PLATFORM ARE BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF THE WEB SITE AND/OR LEARING PLATFORM.
(D) IN NO EVENT SHALL WE, OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, EXEMPLARY REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE AND/OR THE LEARNING PLATFORM, AND/OR ANY INTERACTIONS WITH ANOTHER USER.
(E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE WEB SITE AND/OR THE LEARNING PLATFORM YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEB SITE OR THE LEARNING PLATFORM.
(F) AGILE IN 5’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD PARTY CONTENT PROVIDERS AND LICENSORS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO AGILE IN 5 IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00.)
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.
The above limitations shall survive these Terms and be for the benefit of us and our affiliates and respective directors, officers, employees, contractors, parents, subsidiaries, agents, Third party content providers and licensors.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS, FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE WEB SITE AND/OR THE LEARNING PLATFORM; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD PARTY RIGHTS, INCLUDING THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; OR (E) THE UNAUTHORIZED USE OF THE WEB SITE AND/OR THE LEARNING PLATFORM BY ANY OTHER PERSON USING YOUR INFORMATION. Agile in 5 shall provide notice to you promptly of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit, or proceeding.
SECTION VIII: GOVERNING LAW; ARBITRATION
8.1. Governing Law.
These Terms and Conditions shall be governed and construed in accordance with the laws of the state of Illinois without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Commonwealth of Illinois, and any cause of action that relates to or arises from these Terms and Conditions and/or the Web site must be filed therein unless subject to the binding mediation and arbitration provisions of Section 8.2, infra.
The Parties agree to first mediate and may then submit to binding arbitration any claims that they may have against each other, of any nature whatsoever, other than those prohibited by law or where injunctive relief may be most appropriate, pursuant to the rules of the American Arbitration Association and within the Commonwealth of Illinois.
SECTION IX: MISCELLANEOUS
9.1. Affiliate Disclosure.
We may have an affiliate relationship with Third-Parties and affiliates to whose products we link and promote through the Web site. Because of this relationship we may earn a commission on products purchased by a User from a Third-Party affiliate.
9.2. Different and Conflicting Terms.
We reserve the right, but assume no obligation, to agree to different or conflicting terms and conditions with respect to any User. Any such terms and conditions will not be enforceable unless specifically agreed to by us.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.
Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
9.5. Force Majeure.
We shall not be bound to meet any obligation if prevented from doing so as a consequence of Acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
We shall have the right to assign and/or transfer these Terms and Conditions and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms and Conditions without our prior written consent in our sole and exclusive discretion.
9.7. Rights of Third Parties.
These Terms do not give any right to any Third Party unless explicitly stated herein.
9.8. Relationship of the Parties.
The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.
If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
9.10. Additional Services.
We reserve the right, in our sole discretion and from time to time, to offer programs, products or services with unique terms and conditions that are separate from and may supersede or supplement in certain respects these Terms. In such cases, your use of the Site with respect to such special program is governed by these Terms together with the terms and conditions of such program, product, or service.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Agile In 5, LLC., 215 North Milwaukee Ave, Ste 215, Vernon Hills, IL 60061-4304, USA, and, in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after such email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon registration for use of a Service. In such case, notice shall be deemed given three days after the date of mailing.
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