LIVE LYNC Membership Terms

THESE TERMS AND CONDITIONS OF SALE (these "Terms") are the only terms that govern the sale of the services by LYNC Academy, LLC d/b/a LYNC Institute, a Wisconsin limited liability company ("Company") and the undersigned individual or entity ("Participant").

Participant may be an individual or an individual or legal entity enrolling or sponsoring one or more individuals (“Authorized Participant”). For multiple Authorized Participants, the Monthly Fee (as defined below) shall be adjusted and billed accordingly by the Company. Participant represents and warrants that it has full authority to enter into these Terms and to bind all Authorized Participants thereto. These Terms comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

Notwithstanding anything to the contrary contained in these Terms, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services.

1. Program Overview; Modifications.

The Company offers a proprietary education and training program (the “Program”) using Company or third party-developed curriculum, frameworks, methodologies, tools, and materials (including any intellectual property rights therein) (“Program Materials”). Program Materials may further include, without limitation, the following:

(a) Live or pre-recorded instruction;

(b) Written, audio, or digital materials;

(c) Practical exercises, assessments, or evaluations;

(d) Peer or facilitated discussions;

(e) Mentorship, observation, or hands-on training requirements; and/or

(f) Online platform access or community forums.

The Company reserves the right, in its sole discretion, to update or modify Program content, instructors, delivery format, timelines, requirements or Program Materials.

2. Services.

Company shall provide the Program, Program Materials and related services substantially as described in the applicable [DOCUMENT NAME/WEBPAGE REFERENCE], enrollment materials, or written description in effect at the time of enrollment (collectively, the “Services”) to Participant and/or Authorized Participant. No specific result, financial outcome, or personal or professional success is promised.

3. Term; Termination.

3.1. Services shall begin on the date Participant signs and agrees to these Terms and shall continue on a month-to-month basis thereafter (the “Term”), unless and until terminated as provided under these Terms.

3.2. Participant may terminate these Terms at any time during the Term.

3.3. Company may immediately suspend or terminate access, in whole or in part, at any time, with or without notice, if Company determines, in its sole discretion, that Participant or any Authorized Participant has engaged in conduct that constitutes cause, including but not limited to: (i) failure to pay any amount when due under these Terms; (ii) breach of any provision of these Terms; (iii) use of Program Materials outside the permitted scope; or (iv) engagement in unlawful, unethical, misleading, or otherwise objectionable conduct, or any conduct that, in Company’s judgment, could harm Company’s business, reputation, or interests.

3.4. Upon expiration or termination, for any reason:

(a) all access to Program platforms, systems, Services, and Program Materials shall and the Company may, in its sole discretion, disable or delete Participant’s and any Authorized Participant’s accounts, credentials, and data without liability (i) immediately, if terminated by the Company under Section 3.3, or (ii) at the end of the then-current calendar month of the Term, if terminated by the Participant under Section 3.2;

(b) all rights and licenses granted herein shall immediately terminate and revert to Company, and Participant shall immediately cease all use of the Program Materials and Services;

(c) Participant shall remain fully liable for all amounts accrued or payable under these Terms, which shall become immediately due and payable upon termination, without setoff or deduction;

(d) Participant and any Authorized Participant shall promptly return or, at Company’s option, destroy all Program Materials in Participant or Authorized Participant’s possession and any copies thereof, and certify such return or destruction upon request;

(e) Company shall have no obligation to provide any refunds, credits, or prorated fees, except as expressly set forth in these Terms; and

(f) any provisions which by their nature should survive termination, including without limitation payment obligations, confidentiality, intellectual property rights, limitations of liability, disclaimers, indemnification, and dispute resolution provisions, shall survive.

4. Fees; Payment Terms.

Except and unless set forth separately on an invoice from the Company, the fee for each month of the Term shall be Nineteen and 00/100 Dollars ($19.00) (“Monthly Fee”). The Monthly Fee is due and payable in monthly installments on the ___ day of the month. All Fees are non-cancelable, non-refundable, and non-creditable, except as expressly set forth in these Terms. Participant authorizes Company to charge the provided payment method on a recurring basis for all applicable Monthly Fee during the Term.

5. Confidentiality.

From time to time during the Term of these Terms, Company may disclose or make available to the Participant or Authorized Participant information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Participant or Authorized Participant or any of its representatives; (ii) is or becomes available to the Participant or Authorized Participant on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Participant or Authorized Participant or its representatives prior to being disclosed by or on behalf of the Company; (iv) was or is independently developed by the Participant or Authorized Participant without reference to or use of, in whole or in part, any of the Company’s Confidential Information; or (v) is required to be disclosed pursuant to applicable federal, state, or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Participant and Authorized Participant shall: (A) protect and safeguard the confidentiality of the Company’s Confidential Information with at least the same degree of care as the Participant and Authorized Participant would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Company’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (C) not disclose any such Confidential Information to any person or entity, except to the Participant or Authorized Participant’s representatives who need to know the Confidential Information to assist the Participant or Authorized Participant, or act on its behalf, to exercise its rights or perform its obligations under these Terms. The Participant and Authorized Participant shall be responsible for any breach of this Section caused by any of its representatives. The Company may seek equitable relief (including injunctive relief) against the Participant or Authorized Participant and its representatives to prevent the breach or threatened breach of this Section and to secure its enforcement, in addition to all other remedies available at law. At any time during or after the Term of these Terms, at the Company’s written request, the Participant and Authorized Participant and its representatives shall promptly return to the Company all copies, whether in written, electronic, or other form or media, of the Company’s Confidential Information, or promptly destroy all such copies and certify in writing to the Company that such Confidential Information has been destroyed.

6. Intellectual Property.

6.1. Ownership. The Company is and shall be, the sole and exclusive owner of all right, title, and interest in the Program and all (i) Program Materials, curriculum, content, methodologies, (ii) patents, patent disclosures, and inventions (whether patentable or not), (iii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (iv) copyrights and copyrightable works (including computer programs), and rights in data and databases, (v) trade secrets, know-how, and other confidential information, and (vi) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Company Intellectual Property”).

To the extent the Program, any Services, Program Materials or other content provided under these Terms include materials, content, or intellectual property owned or licensed from third parties (“Third-Party Materials”), such Third-Party Materials are included within the Company Intellectual Property for purposes of these Terms. Company represents only that it has the right to use and provide such Third-Party Materials in connection with the Program, Program Materials, and Services, and nothing herein grants Participant or Authorized Participant any ownership interest in such Third-Party Materials. Participant and or Authorized Participant’s rights to use any Third-Party Materials are strictly limited to the limited license granted under these Terms and are subject to any applicable third-party terms or restrictions, as may be updated from time to time.

6.2. Limited License; Use of Materials. Subject to Participant’s compliance with these Terms, the Company hereby grants to Participant and Authorized Participant a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the Term to access and use the Program Materials and applicable Company Intellectual Property solely for Participant and/or Authorized Participant’s internal, personal use in connection with the Program. Participant and/or Authorized Participant shall not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, transmit, sell, license, or otherwise exploit any Program Materials except as expressly permitted herein. All rights not expressly granted to Participant are reserved by Company.

6.3. Feedback Rights. Participant and Authorized Participant hereby irrevocably assign to Company all right, title, and interest in and to any and all suggestions, feedback, ideas, or other input provided by Participant or Authorized Participant regarding the Services, Program, or Program Materials, including all related intellectual property rights. Company shall have the unrestricted right to use, modify, reproduce, and commercialize such feedback for any purpose, without compensation or obligation to Participant or Authorized Participant.

7. Third-Party Materials; Links.

The Services, Program, or Program Materials may include links to third-party websites, services, or resources, or incorporate Third-Party Materials. Company does not own or control such third-party content and makes no representations or warranties of any kind regarding the content, accuracy, availability, legality, quality, or practices of any third-party sites or materials. Inclusion of any link or Third-Party Materials does not imply endorsement, sponsorship, or affiliation.

Participant and Authorized Participant acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any loss or damage arising from or related to Participant or Authorized Participant’s access to or use of, or reliance on, any third-party websites, services, or materials. Access to and use of such third-party resources is at Participant and Authorized Participant’s own risk and may be subject to additional terms and conditions imposed by the applicable third party, which Participant and Authorized Participant are solely responsible for reviewing and complying with.

To the extent Third-Party Materials are made available through the Services, Program, or Program Materials, Participant and/or Authorized Participant’s use of such materials is limited to the scope of the license granted under these Terms, and all applicable third-party restrictions shall apply. Company may modify or remove links to third-party resources or access to Third-Party Materials at any time in its sole discretion, without notice or liability.

8. DISCLAIMER; NO WARRANTIES.

THE COMPANY MAKES NO WARRANTY WHATSOEVER REGARDING THE SERVICES INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF. THE PROGRAM, PROGRAM MATERIALS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

9. LIMITATION OF LIABILITY.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY BY PARTICIPANT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR $1,000.00, WHICHEVER IS LESS.

10. Indemnification.

Participant and Authorized Participant shall indemnify, defend, and hold harmless Company and its affiliates, and their respective owners, officers, directors, employees, agents, licensors, and contractors (collectively, the “Company Indemnitee(s)”) from and against any and all claims, demands, actions, investigations, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (i) Participant or any Authorized Participant’s breach or alleged breach of these Terms; (ii) Participant or any Authorized Participant’s statements, representations, guarantees, or promises made to any third party; (iii) Participant or any Authorized Participant’s use or misuse of the Program, Program Materials, or any Third-Party Materials, including any use outside the scope of the license granted herein; (iv) Participant or any Authorized Participant’s violation of any applicable law, rule, or regulation; (v) Participant or any Authorized Participant’s infringement, misappropriation, or violation of any intellectual property, privacy, or other rights of any third party; or (vi) any data, content, or information submitted, transmitted, or used by Participant or any Authorized Participant in connection with the Program, Program Materials, or Services.

Participant and any Authorized Participant’s indemnification obligations shall apply regardless of whether a claim arises in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such claim is caused in part by a Company Indemnitee, except to the extent finally determined by a court of competent jurisdiction to have resulted solely from Company’s gross negligence or willful misconduct. Company reserves the right, at its option, to control the defense and settlement of any claim subject to indemnification, and Participant and Authorized Participant shall fully cooperate with Company in such defense. Participant or Authorized Participant shall not settle any claim in a manner that imposes liability or obligations on any Company Indemnitee without Company’s prior written consent.

11. Governing Law and Venue.

These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict of law principles. Any permitted court action shall be brought exclusively in the state or federal courts located in County of Outagamie, Wisconsin, and the parties consent to personal jurisdiction therein.

12. Dispute Resolution.

In the event of any dispute, claim, or controversy arising out of or relating to these Terms (a “Dispute”), the party asserting the Dispute shall first provide written notice to the other party describing the nature of the Dispute in reasonable detail. The parties agree to use good faith efforts to resolve the Dispute informally for a period of sixty (60) days following receipt of such notice. During this 60-day period, neither party shall commence any legal proceeding or arbitration relating to the Dispute, except to seek temporary, preliminary, or other equitable relief necessary to prevent imminent and irreparable harm. Any applicable statute of limitations shall be tolled during the 60-day informal resolution period. If the parties do not resolve the Dispute within the 60-day period, either party may elect to have the Dispute resolved by binding arbitration administered by AAA in accordance with its applicable consumer arbitration rules. Notwithstanding the foregoing, either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect intellectual property rights, confidential information, or other proprietary rights.

13. Miscellaneous.

13.1. Notices. All notices hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when delivered to the addressee if sent by a nationally recognized overnight courier (receipt requested) or mailed, by certified or registered mail, return receipt requested, postage prepaid; or (c) on the date sent by email.

13.2. Assignment. Participant may not assign its interest in these Terms, in whole or in part, without Company’s written consent.

13.3. Severability. If any provision of these Terms are determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms remain in full force and effect, if the essential terms and conditions of these Terms for both parties remain valid, legal and enforceable.

13.4. Entire Agreement. These Terms are the entire agreement of the parties with respect to the transaction(s) contemplated herein, and these Terms supersede all previous written or oral negotiations, commitments, and/or writings.

13.5. Binding Effect. These Terms shall bind and benefit the parties and their respective heirs, successors and permitted assigns.