GUIDON LEADERSHIP
TERMS OF USE AND SERVICE
Last Modified: March 17, 2024
Guidon Leadership offers products and services provided by Guidon Leadership LLC, an Arizona limited liability company, and its agents, personnel, and representatives (collectively, “Guidon,” “us,” “we,” or “our”). These Terms of Use and Service of Guidon (“Terms”) govern your use of our website, www.guidonleadership.com (the “Site”), and our educational/instructional leadership courses, webinars, presentations, business strategies, and other products, as well as any other services or proprietary information we provide to you in connection therewith (all the foregoing products and services, collectively, the “Services”). Please read these Terms carefully, and contact us if you have any questions, requests for information, or complaints.
By clicking “I accept” (or for those who have not yet created an account, by visiting the Site, or otherwise enrolling to use our Services), you agree to be bound by these Terms, including each of the policies referenced in these Terms.
THESE TERMS INCLUDE AN ARBITRATION AGREEMENT, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER THAT APPLY TO ALL CLAIMS BROUGHT AGAINST GUIDON. PLEASE READ THEM CAREFULLY; THEY WILL BE ENFORCEABLE AGAINST YOU AND WILL IMPACT YOUR LEGAL RIGHTS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. THE TERMS OF THE ARBITRATION AGREEMENT SHALL NOT APPLY IF UNENFORCEABLE UNDER THE LAWS OF THE COUNTRY IN WHICH YOU RESIDE.
1. Using Guidon.
(A) Who May Use the Services. Use of the Services by anyone under the age of 13 is strictly prohibited. Additionally, you may use our Services only if you:
(i) can form a binding contract with Guidon;
(ii) agree and shall comply with these Terms, all applicable laws, and our policies (including Guidon’s course-specific eligibility requirements; Podia’s policies (i.e., Podia’s Terms of Service (located at https://www.podia.com/terms), Podia’s Privacy Policy (located at https://www.podia.com/privacy), and if applicable, Podia’s EU Data Processing Addendum (located at https://www.podia.com/dpa)); and any other policies that may be applicable from time to time (collectively “Policies”)); and
(iii) are over the age at which you can provide consent to data processing under the laws of your country, which consent you agree to provide by agreement to these Terms.
By using the Site and Services, you represent and warrant to us that you satisfy each of the above conditions in this Section 1(a). If you violate any term or condition in these Terms, or any applicable laws or Policies, Guidon may immediately suspend, disable, and/or terminate your access to all (or part) of the Services.
(B) Account. In order to use any of our Services, you must register for an account on the Site (an “Account”). By creating your Account, you agree to and shall strictly comply with (and be fully bound by) these Terms and the Policies, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
When you create your Account, and when you subsequently use certain features, you must provide us with accurate and complete information, and you agree to update your information to keep it accurate and complete. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s account or registration information for the Services without our express, written permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute, or post login information for your Account. You may delete your Account at any time, either directly or through a request made to one of our employees or affiliates.
(C) Definition. For purposes of these Terms, the term “Content” includes, without limitation, public and non-public information, data, text, photographs, videos, audio clips, communications, illustrations, written posts and comments, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services.
(D) Our License to You. Subject to these Terms and our Policies (and your unconditional agreement to these Terms and our Policies)—and upon our receipt of your payment with respect to any selected Service—we grant you a limited, individual, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the selected Services and the Contents accessible to you in connection with the Services. For the sake of clarity, the meaning of “Contents The rights granted in this paragraph to use the Services and related Contents are only for your personal, non-commercial use, unless you obtain our express permission otherwise in a separate writing. You agree that you will create, access, and/or use only one user account, unless expressly permitted by Guidon, and you will not share access to your Account or access information for your Account with any third party. Using our Services does not give you ownership of, or any intellectual property rights in, our Services or the associated content and information.
In all cases and at all times, the foregoing license, and your use of our Services and the Contents, shall be subject to, and strictly comport with, the terms and conditions set forth in Section 4 (Proprietary Course Materials & Confidentiality) of these Terms, below. By agreeing to these Terms, you acknowledge and agree that Guidon is relying upon your unconditional agreement to all these Terms, including (without limit) those set forth in Section 4 (Proprietary Course Materials & Confidentiality), in exchange for Gidion’s agreement to grant you the above-described limited, individual, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the selected Services.
(E) No Commercial Use. You may not use our Services for commercial purposes, and any such use is strictly prohibited. Any commercial use (or other use beyond our Services must be subject to a separate agreement with Guidon Leadership LLC. If you are interested in using the Services for any commercial purpose, you must contact Guidon Leadership LLC at the following email address to discuss commercial licensing options: contact@guidonleadership.com. If you are an organization already using our Services pursuant to a separate written agreement, separate terms apply. These terms do not govern the relationship between your organization and Guidon.
(F) Courses. Among other things, our Services include (without limit) certain instructional courses and content based on the personal experiences and insights of our instructors in connection with leadership principles, ideas, and theories. While we seek to provide world-class Services, unexpected events do occur. We accordingly reserve the right, at any time and from time to time, to cancel, interrupt, reschedule, or modify any Services, in our sole discretion. Our provision of the Services (and any cancellation, interruption, rescheduling, or modification thereof) is subject to Section 9 (No Warranty and Other Disclaimers) and Section 12 (Limitation of Our Liability) below.
2. Personal Data. A third party service provider, Podia Labs, Inc. (“Podia”), hosts and is responsible for Guidon’s Site. By accepting these Terms and using Guidon’s Services, you acknowledge and agree to the following terms governing your personal data:
(A) Collection and Processing. Guidon will treat your personal data in accordance with Podia’s Privacy Policy, available at https://www.podia.com/privacy, which is incorporated herein by this reference. By accepting these Terms, you agree to the terms contained in Podia’s Privacy Policy. To the extent that you are a controller that provides us with personal data of third party data subjects, including without limitation other users of the Services, that is subject to European Union Regulation (EU) No. 2016/679 of 27 April 2016, also known as the General Data Protection Regulation, you agree to the terms contained in Podia’s EU Data Processing Addendum, available at https://www.podia.com/dpa.
(B) Security. While Guidon and Podia work to protect the security of your Account and related information, Guidon cannot guarantee that unauthorized third parties will not be able to defeat Podia’s security measures. Please notify us and Podia immediately of any compromise or unauthorized use of your account by emailing hello@podia.com.
(C) Indemnity Concerning Personal Data. By agreeing to these Terms and using the Services, you expressly agree and shall indemnify, defend, and hold Guidon (and each of its affiliates, service providers, officers, owners, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns) harmless from and against any claims, suits, damages, costs, expenses, fees (including without limit reasonable attorneys’ fees), and any other liabilities arising in connection with the collection and use of your personal data by Podia and/or Guidon in accordance with the applicable Policies.
3. Online and Digital Content.
(A) User Content. Guidon shall not be responsible for any Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that you understand and agree that all Content and User Content you access in connection with the Services is at your own risk, and you will be solely responsible for any damage or loss to you, us, or any other party suffers as a result. We do not guarantee that any of the Content you access on or through the Services is or will continue to be accurate.
(B) Use of User Content. To the extent that you provide us with User Content, you grant Guidon a fully-transferable, royalty-free, perpetual, sublicensable, non-exclusive, worldwide license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content. This license includes granting Guidon the right to use User Content with other registered users or other individuals, entirely independent of the Services. Nothing in these Terms shall restrict other legal rights Guidon may have to User Content, for example, under other licenses.
(C) Availability of Content. We do not guarantee that any Content (or User Content) will be made available on the Site or through the Services. We reserve the right, but do not have any obligation, to (i) remove, edit, or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms and (ii) to remove or block any Content from the Services.
(D) Feedback. We welcome your suggestions, ideas, comments, and other feedback regarding the Services (“Feedback”). By submitting any Feedback, you grant us the right to use the Feedback without any restriction or any compensation to you. By accepting your Feedback, Guidon does not waive any rights to use similar or related Feedback previously known to Guidon, developed by our employees, contractors, or obtained from other sources.
4. Proprietary Course Materials & Confidentiality.
(A) Proprietary Contents. The Services and all the Contents are owned and operated by Guidon and its affiliates. Moreover, the Services, Contents, and all non-public, proprietary or confidential information, and trade secrets, of Guidon relating to the Services, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and all notes, analyses, summaries, and other materials, graphics, design, course materials, webinars, presentations, expertise, knowledge, know‑how, strategies, products, educational videos and exercises, and any and other non-public elements of the Services (collectively, the “Course Materials”) are protected by United States and international copyright, patent, and trademark laws, international conventions, and/or other applicable laws governing intellectual property, trade secrets, and proprietary rights. Except as set forth in Section 1(d) (Our License To You), or in this Section 4, all Course Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are either owned by or licensed to Guidon, and Guidon expressly reserves all rights therein and thereto not expressly granted to you by these Terms.
(B) Licensed Course Materials. After receipt of payment, Guidon will make available on the Services certain applicable Course Materials that are owned by Guidon (the “Licensed Course Materials”). As contemplated in Section 1(d) (Our License To You), upon enrolling in Guidon’s program, Guidon grants to you a non-exclusive, non-transferable right to access and use the Licensed Course Materials as made available to you by Guidon solely for your personal, non-commercial purposes. Unless expressly indicated on the Services that a particular item of Licensed Course Materials is made available to you under alternate license terms, you may not distribute, sell, lease, modify, or otherwise provide access to the Licensed Course Materials to any third party.
(C) Non-Commercial Uses Only. The Licensed Course Materials are intended for personal, non-commercial use only. Without limiting the foregoing, and notwithstanding the terms of any alternate license for such Licensed Course Materials, you may not use, distribute, or otherwise exploit the Licensed Course Materials for any commercial purpose, commercial advantage, or private monetary compensation, unless otherwise previously agreed in writing by Guidon. Without limiting the generality of the foregoing, the following are types of uses that Guidon expressly defines as falling outside of “non-commercial” use:
(i) the sale or rental of (1) any substantial part or replication of the Licensed Course Materials, (2) any derivative works based at least in part on the Licensed Course Materials, or (3) any collective work that includes any part of the Licensed Course Materials;
(ii) providing training, support, or editorial services that use or reference the Licensed Course Materials for the benefit of another business entity or in exchange for a fee; and
(iii) the sale of advertisements, sponsorships, or promotions placed on the Licensed Course Materials, or any part thereof, or the sale of advertisements, sponsorships, or promotions on any website or blog containing any part of the Licensed Educational Material, including without limitation any “pop-up advertisements”.
(D) Use Characterization. Whether a particular use of the Licensed Course Materials is “non-commercial” depends on the use, not the user. Thus, any use that involves charging users in connection with their access to the Licensed Course Materials or that otherwise provides anyone beyond you (e.g., your employer or its employees, agents, contractors, etc.) with a commercial advantage is not “non-commercial,” as permitted by these Terms.
(E) Disclosure and Use Obligations. By agreeing to use the Services, you acknowledge and agree that the Course Materials are valuable, special, and unique assets of Guidon’s business, and you therefore agree that you will never: (i) disclose for any commercial reason or purpose the Course Materials, Licensed Course Materials, or any other secret or confidential information as to Guidon’s Services to any person, firm, corporation, association, or other entity; nor (ii) use such Course Materials, Licensed Course Materials, (or any part thereof) or any other secret or confidential information as to Guidon’s Services other than for your own personal, non-commercial purposes. Your obligations described in this paragraph commence immediately when you first access and use Guidon’s Services and shall continue until such time as such Guidon’s Course Materials and Licensed Course Materials have become public knowledge through no fault of or action of your own.
(F) Remedies for Misuse. If you breach (or threaten to breach) any provisions in this Section 4, Guidon shall be entitled to injunctive or other equitable relief enjoining and restraining you from disclosing or otherwise misusing any Course Materials or Licensed Course Materials. Nothing herein shall be construed as prohibiting Guidon from pursuing any other remedies available to it for such breach or threatened breach, including (but not limited to) the recovery of damages from you. If you, or anyone to whom you transmit Guidon’s Course Materials or Licensed Course Materials, becomes legally obligated to disclose any of Guidon’s Confidential Information, you must provide Guidon with prompt written notice of such obligation so that a protective order or other appropriate remedy may be sought, or compliance waived with these Terms.
(G) Damages. You acknowledge and agree that the prospective damage to Guidon from any violation of this Section 4 may be difficult to ascertain, and accordingly, you acknowledge and agree that for every separate violation of this Section 4, you are liable to Guidon for liquidated damages in the amount of $5,500.00, based on the cost of enrollment in the Services, or those actual damages suffered by Guidon as a result of your breach(es), and that Guidon may elect at any time whether to pursue liquidated or actual damages.
5. Other General Rules of Conduct. As a condition of use, you promise and agree not to use the Services for any purpose that is prohibited by these Terms and to handle and safeguard the Contents and Course Materials you access in connection with the Services pursuant to these Terms. You are responsible for all of your activity, and all activity connected to your Account in connection with the Services.
(A) Prohibited Conduct. Without limiting the foregoing paragraph, YOU AGREE TO AND SHALL NOT (AND SHALL NOT PERMIT ANY THIRD PARTY TO): (1) take any action, or (2) upload, download, post, submit or otherwise distribute (or facilitate distribution of) any Content or User Content, on or through the Services, that:
(i) that uses the Services or Content for any commercial use or purpose unless expressly permitted by Guidon in writing, it being understood that the Services and related services are intended for personal, non-commercial use only;
(ii) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity, or violates any law, rule, or regulation (whether domestic, foreign, or international) or contractual duty;
(iii) except as expressly permitted under Section 1(d) (Our License to You) and Section 4 (Proprietary Course Materials & Confidentiality), that rents, leases, loans, sells, resells, sublicenses, distributes or otherwise transfers the licenses for any Contents or Course Materials;
(iv) posts, uploads, generates, promotes, or distributes any defamatory, discriminatory, libelous, or inaccurate User Content;
(v) posts, uploads, generates, promotes, or distributes any User Content or other content that is unlawful or that a reasonable person could deem indecent, pornographic, sexually explicit, harassing, threatening, embarrassing, distressing, vulgar, hateful, hate speech, racially or ethnically offensive, promoting of violence, self-harm, harm to others, hostility, or discrimination, false or misleading, misinformation, malware, or otherwise intended to cause harm;
(vi) uses the Services in a manner that is (or may be) harmful to minors;
(vii) impersonates any person or entity, falsely claims an affiliation with any person or entity, or accesses the Services accounts of others without permission, creates accounts via bots, misleads any person regarding whether output generated by or through use of the Services is human-generated, or performs any other fraudulent activity;
(viii) uses software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy Course Materials and other data from the Services;
(ix) deletes (or otherwise obscures or alters) the copyright or other proprietary right notices on the Services or on any Licensed Course Materials or Content;
(x) asserts, or authorizes, assists, or encourages any third party to assert, against Guidon (or its affiliates or licensors) any patent infringement or other intellectual property infringement claim regarding any Licensed Course Materials, Content, or User Content you have used, submitted, or otherwise made available on or through the Services;
(xi) makes unsolicited offers, advertisements, proposals, or sends junk mail, spam, or any unsolicited mail to other users;
(xii) uses the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
(xiii) defames, harasses, bullies, abuses, threatens, or defrauds other users, or collects (or attempts to collect) personal information about users or third parties without their consent;
(xiv) modifies, adapts, translates, or creates derivative works based upon the Services, Course Materials, or Contents (or any part thereof), except and only to the extent expressly permitted by Guidon herein or to the extent the foregoing restriction is expressly prohibited by applicable law (in which case you must Guidon to give notice of the proposed activity and discuss whether Guidon is willing to provide the desired derivative works); or
(xv) intentionally interferes with or damages the Services’ operation or any user’s enjoyment of it, by any means, including without limitation by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
(B) Our Right to Act. We reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property, or safety of us, our users and the public.
6. Digital Millennium Copyright Act. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the requirements set forth in Section 512(c)(3) of the DMCA. If you fail to comply with all such requirements, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate, without notice, the accounts of any user(s) who are deemed by Guidon to be repeat infringers of the copyrights of others under the DMCA.
7. Third Party Services. Our Site may permit you to follow a hyperlink to other websites, services or resources on the Internet, and other websites, services or resources may contain links to our Site and Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable to you for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your use of (or reliance on) any such content, goods, or services available on or through any such website or resource.
8. Payments and Billing.
(A) Paid Services. The specific products and services constituting our Services require payments from you at the time of your access and may include future payments as described on the Site (the “Paid Services”). Please see our Site for a description of the currently available Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
(B) Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for errors made by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes, even if it has already requested or received payment.
(C) Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
(D) Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is no charge or a one-time or initial charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE CONTACT GUIDON AT contact@guidonleadership.com.
(E) Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT HTTPS://GUIDONONLINE.PODIA.COM/SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
(F) Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
(G) Auto-Renewal for Subscription-Based Services. Unless you opt out of auto-renewal, any subscription-based Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Subscription Services at any time, go to https://guidononline.podia.com/account/billing or contact us at 13594 East Aviara Place, Vail, Arizona, 85641. If you terminate a subscription-based Service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a pro-rated refund of any portion of the subscription fee paid for the then-current subscription period.
(H) Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
9. No Warranty and Other Disclaimers.
(A) Our Relationship with You. Nothing in these Terms or otherwise with respect to your participation in any Paid Service establishes an implied relationship or partnership between you and Guidon, or otherwise entitles you to use the resources of Guidon beyond your applicable Paid Services. To be clear, we have no special relationship with or fiduciary duty to you. Moreover, you acknowledge that we have no duty to take any action regarding:
(i) which users gain access to the Services;
(ii) what Content you access via the Services; or
(iii) how you may interpret or use the Content.
(B) Your Release to Guidon. You release us from all liability for you having acquired or not acquired any Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of any Content, User Content, or Course Materials contained in or accessed through the Services.
(C) “As-Is” Services; No Warranty. ALL OUR SERVICES AND COURSE MATERIALS ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, PERSONNEL, AND CONTRACTORS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU LIVE IN ANY SUCH STATE, THE FOREGOING LIMITATIONS DO NOT APPLY TO YOU.
WE DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES, AND SUCH FAILURES MAY RESULT IN ERRORS OR DATA LOSS. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING, OR BY THE LOSS OF ANY DATA OR INFORMATION YOU PROVIDE TO GUIDON OR PODIA. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
10. Indemnification. You agree and shall defend, indemnify, and hold harmless Guidon (and its employees, contractors, directors, suppliers, owners, members, and representatives) from all liabilities, claims, and expenses (of any kind and nature, including, but not limited to, all reasonable attorneys’ fees and costs) that arise from or in connection with your use or misuse of, or access to, the Site, the Services, Content, or the Course Materials, or otherwise from your User Content, your violation of these Terms, or infringement by you of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will assist and cooperate with us in asserting any available defenses.
11. MANDATORY ARBITRATION & CLASS ACTION WAIVER
IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS:
(A) Arbitration in Arizona. IN ANY DISPUTE BETWEEN YOU AND GUIDON (AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, MEMBERS, AND PERSONNEL IN THEIR CAPACITY AS SUCH), WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY, WITH REGARD TO YOUR RELATIONSHIP WITH GUIDON, THE SERVICES, OR THESE TERMS, IT SHALL BE SUBMITTED FOR RESOLUTION EXCLUSIVELY THROUGH BINDING, FINAL ARBITRATION. ANY SUCH ARBITRATION SHALL BE ADMINISTERED IN A MANNER DETERMINED BY MUTUAL AGREEMENT BETWEEN THE PARTIES, DURING THE PENDENCY OF SAME, SHARING FEES AND COSTS EQUALLY. IF THE PARTIES ARE UNABLE TO MUTUALLY AGREE WITHIN 5 CALENDAR DAYS OF ANY WRITTEN REQUEST FOR ARBITRATION, THEN ARBITRATION SHALL BE ADMINISTERED UNDER THE ARIZONA UNIFORM ARBITRATION ACT (A.R.S. § 12 3001, ET SEQ.) AND INVOLVE ONE ARBITRATOR OUT OF PIMA COUNTY, ARIZONA, WHO, ABSENT MUTUAL AGREEMENT BETWEEN YOU AND GUIDON, SHALL BE APPOINTED BY APPLICATION TO THE THEN-PRESIDING JUDGE OF THE PIMA COUNTY SUPERIOR COURT. THE EXCLUSIVE VENUE FOR ARBITRATION HEREUNDER SHALL BE PIMA COUNTY, ARIZONA. YOU HEREBY IRREVOCABLY AGREE TO SUCH VENUE AND WAIVE ANY OBJECTION TO SAME ON THE BASIS OF IT BEING AN INCONVENIENT FORUM. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON YOU AND GUIDON, UNAPPEALABLE, AND JUDGMENT ON ANY AWARD RENDERED HEREUNDER BY AN ARBITRATOR MAY BE ENTERED AND ENFORCED BY ANY COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY SHALL BE AWARDED ITS REASONABLE ATTORNEY’S FEES, COSTS OF ARBITRATION (INCLUDING THOSE ARBITRATOR COSTS BORNE DURING THE PENDENCY OF THE ARBITRATION), COURT COSTS AND FEES OF EXPERT WITNESSES. THIS SECTION SHALL SURVIVE ALL EVENTS, INCLUDING, WITHOUT LIMIT, YOUR DISCONTINUED USE OF THE SERVICES. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN PRECLUDES YOU OR GUIDON AT ANY TIME FROM APPLYING TO A COURT OF COMPETENT JURISDICTION FOR EMERGENCY EQUITABLE RELIEF (WHICH MAY INCLUDE A TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION, AND/OR SPECIFIC PERFORMANCE). IN SUCH AN INSTANCE, ONCE THE NEED FOR EMERGENCY EQUITABLE RELIEF IS ADDRESSED, IF A DISPUTE REMAINS, THE REMAINING CONTROVERSY AND ISSUES SHALL BE RESOLVED EXCLUSIVELY THROUGH ARBITRATION.
(B) Alternate Federal Arbitration & Jury Waiver. You understand and agree that this Section 11(B)(Alternative Federal Arbitration & Jury Waiver) provides a secondary arbitration clause that will be binding on you. Accordingly, if a court of competent jurisdiction finds that the provision in Section 11(A) (Arbitration in Arizona), above, is unenforceable against you for any reason, you agree that the following terms will nonetheless unconditionally apply:
IF THE FOREGOING PROVISION IN SECTION 11(A) IS UNENFORCEABLE AGAINST YOU, IN ANY DISPUTE BETWEEN YOU AND GUIDON (AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, MEMBERS, AND PERSONNEL IN THEIR CAPACITY AS SUCH), WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY, WITH REGARD TO YOUR RELATIONSHIP WITH GUIDON, THE SERVICES, OR THESE TERMS, SUCH DISPUTE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC, THEN IN EFFECT, AND YOU AND GUIDON HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE GUIDON’S INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF ARIZONA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND GUIDON WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. AS AN ALTERNATIVE, YOU MAY BRING YOUR CLAIM IN YOUR LOCAL “SMALL CLAIMS” COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT’S RULES AND IF WITHIN SUCH COURT’S JURISDICTION, UNLESS SUCH ACTION IS TRANSFERRED, REMOVED OR APPEALED TO A DIFFERENT COURT. YOU MAY BRING CLAIMS ONLY ON YOUR OWN BEHALF. NEITHER YOU NOR GUIDON WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST GUIDON, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. If applicable to any dispute, this provision in Section 11(B) (Alternative Federal Arbitration & Jury Waiver) will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitration shall be conducted in the English language. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within 1 year after such claim of action arose or be forever banned.
(C) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 11, you must notify Guidon in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Guidon at the following address: 13594 East Aviara Place, Vail, Arizona, 85641. If you do not notify Guidon in accordance with this Section 11(C), you agree to be bound by the arbitration and class-action waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing addresses and (iii) a statement that you do not wish to resolve disputes with Guidon through arbitration. If Guidon makes any changes to the Arbitration and Class Action Waiver section of these Terms (other than a change to the address at which we will receive notices of dispute, opt-out notices, or rejections of future changes to the Arbitration and Clause Action Waiver section), you may reject any such change by sending Guidon written notice within 30 days of the change to the address set forth in this Section 11(C). This notification affects these Terms only; if you previously entered into other arbitration agreements with Guidon or Podia, or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Guidon.
(D) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration and Class Action Waiver section will be null and void. This arbitration agreement will survive the termination of your relationship with Guidon.
12. Limitation of Our Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, CONTRACTORS, MEMBERS, OWNERS, AGENTS, PARTNERS, OR PERSONNEL, BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY) WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING AND EVEN IF FORESEEABLE), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) PRO-RATED FEES YOU PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS 3-MONTH PERIOD, OR (B) $1000.00.
13. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflicts of law rules, and the United States of America. You agree that, subject to the arbitration provisions in Section 11, above any dispute arising from or relating to the subject matter of these Terms shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Pima County, Arizona.
14. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including, without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via email or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms in effect at the time of such use.
15. Miscellaneous.
(A) Entire Agreement & Severability. These Terms and the Policies are the entire agreement between you and Guidon with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
(B) Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
(C) Assignment. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
(D) Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.
(E) Notices. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices to Guidon should be sent to contact@guidonleadership.com.
(F) No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
(G) Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
You may contact Guidon Leadership at jlyda@guidonleadership.com