Terms and Conditions of Use
Last Updated on January 17, 2025
Last Updated on January 17, 2025
Last Updated on January 17, 2025
These terms and conditions are legally binding. It is your responsibility to read these terms and conditions carefully prior to purchasing our one-on-one sessions.
PLEASE READ THIS ORGANIZE YOUR EMPIRE SESSION AGREEMENT (“AGREEMENT”) CAREFULLY. WHEN YOU ACCEPT THESE TERMS THROUGH OUR SCHEDULING PAGE, PAY US A FEE IN EXCHANGE FOR A SESSION, OR OTHERWISE BOOK A SESSION, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT BOOK A SESSION.
This agreement is between Krystal Clark Creative, LLC doing business as Organize Your Empire ("Contractor") and you (“Client”) (collectively as the “Parties”)
1. Effective Date; Term. This Agreement is effective as of the date you first accept these terms through our session scheduling page, pay us a fee in exchange for a session, or otherwise book a session, whichever occurs soonest (“Effective Date”). The initial term for the session shall start on the date you accept this Agreement by submitting your booking your session (“Session Agreement Start Date”) and continue for until the end time of your scheduled session (“Term”).
2. Services and Warranties. The Parties shall perform the Services described in this Agreement. Subject to the terms and conditions of this Agreement, Contractor shall complete the Services in a timely manner and as directed by Client. All Services are subject to Client’s final approval and will be performed in accordance with Client’s standards. Contractor is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing. Contractor agrees to use Contractor’s best efforts in the diligent performance of the duties Contractor performs on behalf of Client.
Contractor represents and warrants that:
(i) Contractor is an expert in the areas needed to create the Services and has the necessary knowledge, skills, experience, qualifications, rights and resources to provide and perform the Services;
(ii) Contractor will perform the Services and provide the Services in a diligent, professional and workmanlike manner, in accordance with the Agreement and in a manner consistent with best practices in the industry;
(iii) Contractor will perform the Services in compliance with all applicable laws and regulations; and,
(iv) Contractor has the full and unrestricted right, power and authority to enter into this Agreement, perform the Services and grant the rights granted herein and Contractor has no other agreements with any other party that would conflict with this Agreement;
Session Includes:
60 minutes of consulting and/or hands-on support which is completed screen-share style depending on the type of session you have booked and the one (1) focus area you choose in your session prep form at the time of booking.
(1) One Session Recap Email that includes a link to the recording of the session, the topics we discussed, action steps, and links to any resources created during your session.
3. Compensation. Client shall pay Contractor the fees in US dollars as set forth below.
a. Payment. Client shall pay Contractor $697 at the time the session is scheduled.
b. Refunds. Refunds are not provided due to the nature of services provided under any circumstances. When we hold a spot for you on on calendar, our fee is considered earned and will not be refunded for any reason.
4. Expenses. Client shall not be liable to Contractor for expenses paid or incurred by Contractor, except for those fees that the Parties agree to in writing.
5. Relationship of the Parties. It is understood by the Parties that Contractor is an independent contractor. All work will be completed by Contractor or a member of Contractor's Virtual Assistant team. Contractor understands that Contractor is responsible to pay, according to law, Contractor’s income and employment related taxes. Contractor agrees to submit a W-9. If Contractor is not a corporation, Contractor further understands that Contractor may be liable for self-employment (social security) tax, to be paid by Contractor according to law. In the event that any taxing authority seeks to investigate the tax status of Client’s payments to Contractor, or assesses any tax, penalty or interest against Client, Contractor agrees to indemnify Client for any amounts Client is obligated to pay the IRS together with any costs incurred by Client in responding to the IRS claim.
The Contractor shall not be liable to Client for expenses paid or incurred by Client for software systems, software, or any other fees except for fees that the Parties agree to in writing.
6. Status. Neither Contractor nor Contractor’s agents shall be entitled to and waives any and all claims to any employee benefits as a result of Contractor’s relationship with Client. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership or otherwise.
7. Termination.
a. Breach. If either party breaches any provision contained in this Agreement, and the breach is not cured within fifteen (15) days after the breaching party receives a detailed notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement.
b. Insolvency. Organize Your Empire may terminate this Agreement, and may cease providing access to the Client, immediately upon written notice to you if (i) Organize Your Empire becomes aware of any reason you may not be able to pay Fees in a timely manner and you do not make reasonably sufficient reassurances of its ability to pay within forty-eight (48) hours after notice by Organize Your Empire of its intent to terminate, or (ii) you make an assignment for the benefit of creditors, becomes subject to a bankruptcy proceeding, or is subject to the appointment of a receiver, or (iii) Organize Your Empire concludes that Contractor's services are not the best fit for the client.
8. Confidentiality & Privacy. The receiving party acknowledges the confidential nature of the disclosing party’s Confidential Information (defined below) and agrees that, during the term of this Agreement and indefinitely after termination of this Agreement, it shall not disclose the disclosing party’s Confidential Information to any other person, or use any Confidential Information for any purpose other than as contemplated in this Agreement, without the prior written consent of an authorized representative of the disclosing party. Each party shall take reasonable precautions (no less rigorous than the receiving party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other party’s Confidential Information. However, a receiving party may disclose Confidential Information of a disclosing party pursuant to any statute, regulation, order, subpoena, or document discovery request, provided that prior written notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek, at its own expense, a protective order. Should the disclosing party fail to seek or obtain a protective order, the receiving party may disclose such information without liability, provided that the receiving party is legally compelled to disclose such Confidential Information. “Confidential Information” means non-public information concerning the disclosing party’s products, designs, processes, techniques, know-how, algorithms, constructs, Session(s), intellectual property, operations, concepts, management, relationships with other companies, actual and potential customers (including without limitation other participants’ identity, personal stories, and business information shared or otherwise disclosed in the Session(s) platform, live sessions, or in another nonpublic location as part of the Session(s), marketing and business plans, cost data, and other financial data. Such information may be conveyed orally by the disclosing party or in the form of drawings, schematics, specifications, other technical information, reports, summaries, or presentations. All of the foregoing information shall be considered the Confidential Information of the disclosing party, regardless of whether it is marked or otherwise identified as confidential. In addition, other information shall be considered the Confidential Information of the disclosing party if it is marked confidential or identified at the time of disclosure as confidential.
a. Recordings. All virtual sessions that are included in your experience will be recorded, and the recordings will be distributed only to you (the Client). You may always turn your video off and change your display name if you are concerned with privacy.
b. Publicity Consent. We plan to use any written and oral feedback you may provide to us regarding our services as a testimonial on our website, in discussions with potential clients, and in other formats or mediums for promotional, marketing, and other business purposes. However, if you prefer to limit your exposure, please let us know in advance. If you have not previously notified us in writing that we may not use your feedback, name, likeness, and photographs of your image for the purposes described above, then you grant us the worldwide, perpetual, irrevocable, royalty-free right, in all formats and media now or hereafter known, to use them in any manner we deem appropriate and without limitation, with the exception that we will request your specific permission before sharing any financial or other deeply personal stories or we may choose not to reveal your name or other identifying information in connection with those stories. We are happy to review any requests you make regarding use or removal of materials that include your likeness, and we will do our best to find a reasonable, mutually agreeable solution.
9. Personal Use License. All strategies, content, and other materials provided to you by Organize Your Empire are owned or licensed by us. Subject to the Restrictions below and all other terms and conditions in this Agreement, we grant you a time-limited, revocable, royalty-free, worldwide right and license:
(i) to use all content, and materials we provide, unless designated otherwise in or on the particular material, solely for your personal, internal use within your business;
(ii) to modify Systems Templates we may provide and solely for your personal, internal use for your business; and
(iii) to modify the Customizable Canva Templates we may provide for your personal, internal use for your business.
In addition to this Agreement, you agree to any specific usage limitations conveyed on individual materials shared with you; this Agreement will control in the event of any conflicting terms.
a.Restrictions. Except as provided above, all other rights are reserved by us, and you may not copy, share, sell, distribute, commercialize, modify, or otherwise use any materials we make available to you without prior written permission from Organize Your Empire, and you are solely responsible for obtaining that permission. You may not share our templates, content ,and materials with friends, businesses, or any third party without our prior permission, except that you may share them with a contractor or employee assisting you with implementing any of these items in your business as long as that person has signed a contract with your business with confidentiality and usage terms at least as strict as the Agreement. Additionally, except as expressly permitted above, you may not create products or services, including without limitation a membership program, substantially similar in content, format, or otherwise to the materials, strategies, and templates provided by Organize Your Empire to you under this Agreement.
b. Liquidated Damages. You agree the damage to Krystal Clark Creative, LLC doing business as Organize Your Empire, in the event you breach this section will be difficult to determine, and therefore, you agree, without limiting any other remedy under this Agreement or applicable law, to pay us liquidated damages of $10,000 USD within five (5) business days after breaching this section, which you agree has been incorporated as a valid pre-estimate of liquidated damages, and not a penalty, suffered as a result of your using or selling our strategies, content, templates, or materials outside these permitted and expressly limited usage provisions.
10. Results Not Guaranteed; No Professional Advice. We make our services available to support you in organizing and systematizing your business because we know it can be challenging to do that without resources or accountability. Because there are so many variables that determine the actual, potential, and future profits, losses, income, sales, expenses, and success of each unique business and its owner (including without limitation market conditions and your own efforts, skill, knowledge, dedication, ability, network, and financial situation, among others, during and outside of our Session(s), we do not guarantee that you will achieve any particular or general result. Additionally, although we hope our Session(s) has/have a positive impact on you and your business, Organize Your Empire does not offer financial, legal, psychological, or other professional services or advice. Please talk to your accountant, lawyer, therapist, or other licensed professional, as you are ultimately responsible for determining what is best for your unique situation and for your own mental, emotional, physical, and financial wellness.
11. Client Conduct. We do not tolerate harassment, whether unintended or intentional, in any form. Harassment includes offensive verbal and written content relating to gender, gender identity and expression, age, sexual orientation, disability, physical appearance, body size, race, ethnicity, national origin, religion, technology choices, sexual images, deliberate intimidation, stalking, harassing photography or recording, sustained disruption of sessions or other events, inappropriate physical or verbal interaction, and unwelcome sexual or discriminatory attention, as well as slights, negative messages, and other microaggressions, whether intended or not. We expect you and all other participants to follow this anti-harassment policy during live sessions with the Organize Your Empire team (including without limitation email correspondence as well), and in your public and personal communications during the Term.
Violations of this provision may result in immediate termination of this Agreement in our reasonable discretion and without a refund or further liability to you.
12. Call Reminders. A reminder email will be sent 24 hours before and 1 hour before the scheduled session with the time and location of the call. All sessions are completed on Zoom.
13. Rescheduling Policy. Sessions may be rescheduled only once at the client's convenience. It is understood that things come up and emergencies happen. If you need to reschedule an appointment due to an emergency or scheduling conflict, please notify Organize Your Empire at hello@organizeyourempire.com at least 24 hours in advance of the appointment date to reschedule that session. The client is allowed to only reschedule one (1) time. If the call must be rescheduled for a second time the client must re-book the session service and pay a new payment as a result.
14. Cancellations/No Show Policy. If you need to cancel an appointment due to an emergency or scheduling conflict, please notify Organize Your Empire at hello@organizeyourempire.com at least 24 hours in advance of the appointment date to reschedule that session. If no notification is received within 15 minutes of the call start time, the coaching call will be marked as a no show and the client will still be charged for the call. No refund will be provided.
Once the session has started, and the contractor has waited 5 minutes for the client's arrival, the session will be ended on virtual conferencing system and marked as a no show. No refund will be provided.
15. Revisions and Changes. Revisions are not included after a session. Any changes that are needed not limited to strategy changes, asset changes, tech setup changes, etc. will be subject to the client booking another session.
16. Feature Releases. Session services are rendered based on the current features provided by the client's selected software systems. Any features released or launched by the client's selected software systems after the session or agreement term will not be included in the client's session but can be visited or addressed in a new session.
Organize Your Empire is not responsible for adding features or workflow actions to the clients workflow if those system features or workflow actions were released by the client's selected software systems after the term.
17. Survival. Sections concerning the parties’ rights and obligations, which by the content of the Section, operate after termination or which are necessary to enforce any right (including, without limitation, payment of Fees), will survive any termination or expiration of this Agreement.
18. Ownership of Intellectual Property. Except as otherwise specifically provided in this Agreement, each party owns and shall retain all rights, title, and interest in and to its Intellectual Property Rights (defined below), or other rights of each party, including any such rights in and to any information or content contributed by such party. As between the parties, any information and content contributed by each party shall at all times be and remain the sole and exclusive property of the contributing party. All present and future rights in and title to the respective party’s content (including the right to exploit such content over any present or future technology) are reserved to the individual parties for their exclusive use, and neither party shall have proprietary rights nor shall acquire proprietary rights to the other party’s content by virtue of this Agreement. Except as specifically permitted herein, neither party may copy or make any use of the other party’s content, or any variations or derivatives thereof, for any purpose, without the other party’s prior written approval. Except as specifically permitted herein, neither party shall use the trademarks, trade names, service marks, trade dress, logos or titles of the other. Each of the parties shall retain separate ownership over their respective Intellectual Property Rights, including improvements thereto, regardless of whether such improvements were developed pursuant to this Agreement. However, each of the parties shall grant the other party sufficient rights to effectuate the purposes of this collaboration. “Intellectual Property Rights” means all rights, title, and interest in and to each party’s respective names, logos and service marks, proprietary features and proprietary technology, trade secrets, patents, copyrights, trademark, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications, registrations, renewals, and extensions relating to any of these rights.
19. Representations and Warranties. Each party represents and warrants to the other that: (i) it has full power and authority to enter into this Agreement; (ii) the execution and performance of this Agreement will not violate, cause a breach of, or be restricted by any agreements with third parties, or violate any applicable laws, government rules, regulations, or court orders; and (iii) to the best of its knowledge, both the granting of rights to the other party under this Agreement (including the grant of rights to the granting party’s Intellectual Property) and the exercise thereof by the other party will not infringe or otherwise violate the intellectual property or other proprietary or contractual rights of any person or entity. In the event that you share, or otherwise use third-party materials in connection with Organize Your Empire, or your Session(s) , you specifically represent and warrant to Organize Your Empire that you have obtained valid licenses from the authorized licensor or owner of such third-party materials and that such licenses permit use of such third-party materials in the form and manner used or authorized by you.
20. Assumption of Risk. You knowingly and voluntarily assume all responsibility for your use and inability to use the System Sessions(s), as well as all risks that may arise out of the Session(s) and any business and personal decisions you may make during or after the Session(s). Individual risks and results vary significantly, based on factors outside our control. Any testimonials, statements, or opinions about our Session(s) were provided voluntarily by actual clients who have worked with Organize Your Empire in various capacities over the years and, while generally representative of our average client experience, they are not a guarantee of any particular results you may experience, which will vary.
21. Disclaimer. Although we use reasonable efforts to ensure the information we share as part of our Session(s) and materials is verified by reliable sources, all information and content on our website, Session(s) platform, and any other materials we provide is for informational purposes only and provided “as is” without guarantees or promises as to accuracy or any results you may obtain by using that content or engaging our Session(s). We will use reasonable efforts to make our Session(s) available to you during the Term; however, we make no guarantees as to uptime or availability of our Session(s), and we do not warrant that our Session(s), any materials provided, or any of their functions will be complete, error-free, or uninterrupted or that defects will be corrected. To the fullest extent permitted by applicable law, we shall have no responsibility or liability for any content or materials included in the Session(s), delays or failures in delivery of the Session(s) or materials, actions of other participants, or any other resulting damage, including without limitation damage from virus attacks, internet congestion, denial of service, or power outages. Except as otherwise set forth in this Agreement, Organize Your Empire does not make and hereby specifically disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, course of dealing, course of performance, noninfringement, or other violation of rights.
22. Limitation of Liability. Under no circumstances shall either party be liable to the other party for indirect, incidental, consequential, punitive special or exemplary damages arising from or related to this Agreement. Our aggregate liability arising out of or relating to this Agreement shall not exceed the amount you have paid us during the six (6) months prior to your assertion of a claim.
23. Indemnification. You agree to indemnify, defend, and hold harmless Organize Your Empire, its managers, members, officers, employees, contractors, and agents from and against any third party actions, suits, or claims arising out of your actions or inactions, including without limitation your breach of any of the provisions of the Agreement.
24. Force Majeure. Regardless of any other provisions in this Agreement or Agreement, Organize Your Empire and its owners, managers, members, officers, employees, contractors, vendors, and other agents shall not be in breach of the Agreement or liable to you arising from their delay or failure to deliver the System Session(s) due to occurrences outside Organize Your Empire’s reasonable control that may make it illegal, impossible, inadvisable, or commercially impractical, as determined in Organize Your Empire’s reasonable discretion, to provide access to the System Session(s), in full or in part, as a result of government- and agency-issued orders, restrictions, and recommendations, health and travel restrictions, floods, fires, wars, epidemics, pandemics, illness, accidents, internet and third party application connectivity, loss of electricity, delays by you or other attendance and participation impediments you may experience, and other impediments to performance caused directly or indirectly by any event or circumstances outside Organize Your Empire’s reasonable control, as long as Organize Your Empire notifies you as soon as reasonably practicable. Organize Your Empire will not provide refunds for these or any other reasons; however, Organize Your Empire will, in its sole discretion, elect to offer an alternative method of providing System Session(s) or to reschedule System Session(s) once Organize Your Empire has determined, together with its advisors, that it is legal, possible, advisable, and commercially practical to resume performance.
25. Notices. All notices under this Agreement shall be in writing and shall be delivered in person or sent by registered mail, certified mail, confirmed email, confirmed facsimile, or other reliable form of receipted delivery (e.g., Federal Express) delivery fees prepaid, to the address of the other party as set forth in this Agreement or to such other address as such party shall have designated by notice in the foregoing manner. Such notice shall be deemed effective upon receipt or refusal, as evidenced by a delivery receipt or confirmation email or facsimile.
26. Relationship of Parties. Nothing contained in this Agreement shall be construed to constitute either party as a partner, agent, fiduciary, franchisor, or employee of the other. In both parties’ dealings with third parties, neither party shall hold itself out as a partner, agent, fiduciary, franchisee, or employee of the other party. Neither party shall have authority to make any agreements or incur any liability on behalf of the other party, nor shall either party be liable for any acts, omissions to act, contracts, commitments, promises or representations made by the other, except as specifically
authorized in this Agreement or as the parties may otherwise agree in writing. Any agreement made by a party in violation of this section shall be void.
27. Assignment and Delegation. This Agreement is binding on the parties and their respective successors and permitted assigns. No party may assign any of its rights or delegate any of its duties under this Agreement, except with the prior written consent of the other party; provided, however, that Organize Your Empire may engage employees, independent contractors, consultants, volunteer, assistants or other persons or entities to aid Organize Your Empire in performing the Session(s) it provides under this Agreement. Such consent shall not be unreasonably withheld, conditioned, or delayed. This requirement covers all assignments of rights or duties, whether they are voluntary or involuntary; provided, however, that either party may assign this Agreement to an entity controlling, controlled by or under common control with the assignor, or in connection with the merger or reorganization of the assignor, or in connection with the sale or other transfer of all or substantially all of the assignor’s assets. Any other purported assignment of rights or delegation of duties in violation of this section is void.
28. Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
29. Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within seven (7) days after delivery of the notice, the receiving party shall submit to the other party a written response. The notice and response shall include with reasonable particularity: (a) a statement of each party’s position and a summary of arguments supporting that position; and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within fifteen (15) days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place (“First Meeting”). All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. At no time prior to the First Meeting shall either party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by American Arbitration Association under its Commercial Mediation Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of the written notice of dispute, response to that notice, and First Meeting above. All applicable statutes of limitation and defenses based on the passage of time shall be tolled while the procedures specified above are pending and for fifteen (15) calendar days thereafter.
30. Governing Law; Forum. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law provisions. Any matter involving interpretation or enforcement of this Agreement shall be brought in the state or federal courts in Brevard County, Florida. The Parties hereby accept the exclusive and personal jurisdiction of those courts. If any action is instituted to enforce the terms of this Agreement, the prevailing party shall be entitled to its reasonable costs and expenses incurred in connection with the action, including reasonable attorney’s fees.
31. Waiver. Failure by either party to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision. No waiver of any breach of any provisions of this Agreement will be effective unless set forth in an agreement in writing signed by the party against which enforcement of such waiver is sought, and no waiver of any breach will be deemed to be a waiver of any other or subsequent breach.
32. Severability. In the event that any portion of this Agreement is declared invalid, illegal, or unenforceable for any reason, the remaining portions of this Agreement shall remain in full force and effect.
33. Interpretation. This Agreement is the product of an arms-length negotiation between the parties, with each of the parties being represented by legal counsel of its choice. Accordingly, in any interpretation of this Agreement, it shall be deemed that this Agreement was prepared jointly by the parties, and no ambiguity shall be construed or resolved against either party on the premise or presumption that the party was responsible for drafting this Agreement.
34. Entire Agreement. This Agreement is the exclusive agreement between the parties with respect to its subject matter and as of its date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, related to its subject matter. Its terms cannot be modified, supplemented, or rescinded except by an agreement in writing signed by an authorized officer of all parties. There are no conditions precedent to the effectiveness of this Agreement other than those expressly stated in this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealing. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly included in this Agreement.
Last Updated on January 17, 2025
PLEASE READ THIS DIGITAL PRODUCT TERMS AGREEMENT (“AGREEMENT”) CAREFULLY. WHEN YOU ACCEPT THESE TERMS THROUGH ORGANIZE YOUR EMPIRE’S SHOP OR MEMBERSHIP SITE, PAY US A FEE IN EXCHANGE FOR RESOURCES ACCESS, OR OTHERWISE ACCESS OUR EDUCATIONAL PLATFORM(S) OR MATERIALS, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OUR EDUCATIONAL PLATFORM(S) OR MATERIALS.
1. Effective Date; Term. This Agreement is effective as of the date you first accept these terms through our shop or membership enrollment site, pay us a fee in exchange for resources access, or otherwise access our educational platform(s) or materials, whichever occurs soonest (“Effective Date”). The initial term for the resources you purchase (defined below) shall start on the date you accept this Agreement by submitting your payment (“Start Date”) and continue for twelve (12) months (“Term”).
2. Purchase(s). During the Term and subject to the timely payment of the Fee defined below, we shall make the resources you have purchased available to you.
3. Fee. In consideration for the resources provided by us to you during the Term, you shall pay Organize Your Empire the nonrefundable fee (“Fee”) below according to the payment schedule provided on the sales page and checkout page of the resource you plan to purchase or have purchased.
You agree to make timely payments through the payment platform designated by Krystal Clark Creative, LLC doing business as Organize Your Empire. In the event you request additional services or deliverables beyond the resources specified on the sales page and checkout page of the resource you plan to purchase or have purchased , you may apply for our 1:1 services through our website, which will require a separate, additional contract and fee. All amounts paid are in United States Dollars.
4. No Refunds or Prorated Billing; Nontransferable. We do not offer refunds for any reason. User access to resources or materials are nontransferable. We do not provide credit, refunds, or prorated billing for cancellations made after purchasing our materials or resources for any reason. All sales are final.
5. Scheduling for Live Sessions; Recordings. At the time of purchase, Organize Your Empire will provide you with the schedule for any live sessions you purchased. We recommend reserving those dates and times on your calendar to ensure you are able to attend, and you understand that we are not responsible for your inability to schedule or attend any or all of the live sessions. We understand schedules vary.
6. Resource Access, Systems Templates, and Other Materials For Personal, Internal Use Only; Limited Commercial License for Canva Templates. All content, and other materials provided to you by Organize Your Empire are owned or licensed by us. Subject to the Restrictions below and all other terms and conditions in this Agreement, we grant you a time-limited, revocable, royalty-free, worldwide right and license:
(i) to use all content, and materials we provide, unless designated otherwise in or on the particular material, solely for your personal, internal use within your business;
(ii) to modify the Systems Templates we may provide and solely for your personal, internal use for your business; and
(iii) to modify the Customizable Canva Templates we may provide for your personal, internal use for your business.
a. Restrictions. Except as provided above, all other rights are reserved by us, and you may not copy, share, sell, distribute, commercialize, modify, or otherwise use any materials we make available to you without prior written permission from Organize Your Empire, and you are solely responsible for obtaining that permission. You may not share your login information or our content and materials with friends, businesses, or any third party without our prior permission, except that you may share them with a contractor or employee assisting you with implementing any of these items in your business as long as that person has signed a contract with your business with confidentiality and usage terms at least as strict as the Agreement. Additionally, except as expressly permitted above, you may not create products or services, including without limitation a membership program, substantially similar in content, format, or otherwise to the materials, templates, and program provided by Organize Your Empire to you under this Agreement.
b. Liquidated Damages. You agree the damage to Krystal Clark Creative, LLC doing business as Organize Your Empire in the event you breach this section will be difficult to determine, and therefore, you agree, without limiting any other remedy under this Agreement or applicable law, to pay us liquidated damages of $10,000 USD within five (5) business days after breaching this section, which you agree has been incorporated as a valid pre-estimate of liquidated damages, and not a penalty, suffered as a result of your using or selling our resources, content, or materials outside these permitted and expressly limited usage provisions.
7. Results Not Guaranteed; No Professional Advice. We make our resources available to support you in organizing and systematizing your business because we know it can be challenging to do that without resources or accountability. Because there are so many variables that determine the actual, potential, and future profits, losses, income, sales, expenses, and success of each unique business and its owner (including without limitation market conditions and your own efforts, skill, knowledge, dedication, ability, network, and financial situation, among others, during and outside of our resources), we do not guarantee that you will achieve any particular or general result. Additionally, although we hope our resources have a positive impact on you and your business, Organize Your Empire does not offer financial, legal, psychological, or other professional services or advice. Please talk to your accountant, lawyer, therapist, or other licensed professional, as you are ultimately responsible for determining what is best for your unique situation and for your own mental, emotional, physical, and financial wellness.
8. Privacy of Participants. We are committed to respecting your privacy and confidential information, and we expect you to be equally committed to protecting the privacy and confidential personal and business information of Organize Your Empire and other participants. For more information regarding what information we may collect from you through our website and platforms and how we may use that information, please read our Privacy Policy.
a. Recordings. All workshops may be included in you purchase and available to other participants will be recorded, and the recordings will be distributed to other participants and future viewers who may also purchase the same resource. You may always turn your video off and change your display name if you are concerned with privacy.
b. Publicity Consent. We plan to use any written and oral feedback you may provide to us regarding our resources as a testimonial on our website, in discussions with potential clients, and in other formats or mediums for promotional, marketing, and other business purposes. However, if you prefer to limit your exposure, please let us know in advance. If you have not previously notified us in writing that we may not use your feedback, name, likeness, and photographs of your image for the purposes described above, then you grant us the worldwide, perpetual, irrevocable, royalty-free right, in all formats and media now or hereafter known, to use them in any manner we deem appropriate and without limitation, with the exception that we will request your specific permission before sharing any financial or other deeply personal stories or we may choose not to reveal your name or other identifying information in connection with those stories. We are happy to review any requests you make regarding use or removal of materials that include your likeness, and we will do our best to find a reasonable, mutually agreeable solution.
c. Confidentiality of Other Participants’ Information. You agree to protect and maintain the confidentiality of other participants’ identity, personal stories, and any business information shared or otherwise disclosed in the resource/educational platform, live sessions, or in another nonpublic location as part of the resources. Violation of this provision will result in termination of the Agreement upon notice to you and removal from our platforms without any refunds or further liability to you.
9. Your Content and Conduct. Organize Your Empire is dedicated to providing a welcoming space for all participants. You agree to respect the privacy and keep confidential the trade secrets and all other business and personal information shared by other participants. Our workshops are an opportunity to connect and strategize with other members and may provide you with the ability to upload and display content (“Your Shared Content”). You agree that Your Shared Content will:
Violations of this provision may result in immediate termination of this Agreement in our reasonable discretion and without a refund or further liability to you.
a. Not contain any copyrighted material or material subject to other third party proprietary rights (e.g., privacy, publicity) unless you have a written and signed license or permission from the rightful owner, or are otherwise legally entitled, to post the material and grant Organize Your Empire a right to use that material;
b. Not mention products or services you sell or prefer, unless mentioned in the context of providing insight to educate or gain clarity from other participants;
c. Not create a discriminatory or harassing environment. We do not tolerate harassment, whether unintended or intentional, in any form. Harassment includes offensive verbal and written content relating to gender, gender identity and expression, age, sexual orientation, disability, physical appearance, body size, race, ethnicity, national origin, religion, technology choices, sexual images, deliberate intimidation, stalking, harassing photography or recording, sustained disruption of sessions or other events, inappropriate physical or verbal interaction, and unwelcome sexual or discriminatory attention, as well as slights, negative messages, and other microaggressions, whether intended or not. We expect you and all other participants to follow this anti-harassment policy during live sessions, in our educational platform (including without limitation Community “Sandbox” Chat Spaces), and in your public and personal communications during the Term. Please notify us immediately if you have experienced or witnessed any behavior by other participants in violation of this provision so that we may contact law enforcement and assist those experiencing harassment in feeling safe within our community.
10. SURVIVAL. Sections concerning the parties’ rights and obligations, which by the content of the Section, operate after termination or which are necessary to enforce any right (including, without limitation, payment of Fees), will survive any termination or expiration of this Agreement.
11. TERMINATION.
a. Breach. If either party breaches any provision contained in this Agreement, and the breach is not cured within fifteen (15) days after the breaching party receives a detailed notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement.
b. Insolvency. Organize Your Empire may terminate this Agreement, and may cease providing access to the educational platform, immediately upon written notice to you if (i) Organize Your Empire becomes aware of any reason you may not be able to pay Fees in a timely manner and you do not make reasonably sufficient reassurances of its ability to pay within forty-eight (48) hours after notice by Organize Your Empire of its intent to terminate, or (ii) you make an assignment for the benefit of creditors, becomes subject to a bankruptcy proceeding, or is subject to the appointment of a receiver.
12. Expenses; Late Fees.
a. Expenses. You are responsible for your own expenses (e.g., signing up for a new tech tool to automate or otherwise facilitate strategic business organization and systematization).
b. Late Charges for Delinquent Payment. Late charges will be imposed on any balance remaining unpaid after the due date for each installment of the payment schedule has expired, computed at 1.5% per month (18% per year). Your unpaid balance will be determined by taking the beginning balance of your account for each month, adding any new charges and subtracting any payments and credits made to your account. This amount will then be multiplied by the applicable monthly periodic rate of 1.5% to compute the late charge for your account for that month. In the event of your default on the payment, and in addition to all sums owed to Organize Your Empire by you (including late charges detailed above), Organize Your Empire shall be entitled to recoup all costs and expenses caused by your default including but not limited to filing, legal, collection agency, payment processor, administrative, and other fees accrued in collecting payment owed by you.
13. INTELLECTUAL PROPERTY OWNERSHIP. Except as otherwise specifically provided in this Agreement, each party owns and shall retain all rights, title, and interest in and to its Intellectual Property Rights (defined below), or other rights of each party, including any such rights in and to any information or content contributed by such party. As between the parties, any information and content contributed by each party shall at all times be and remain the sole and exclusive property of the contributing party. All present and future rights in and title to the respective party’s content (including the right to exploit such content over any present or future technology) are reserved to the individual parties for their exclusive use, and neither party shall have proprietary rights nor shall acquire proprietary rights to the other party’s content by virtue of this Agreement. Except as specifically permitted herein, neither party may copy or make any use of the other party’s content, or any variations or derivatives thereof, for any purpose, without the other party’s prior written approval. Except as specifically permitted herein, neither party shall use the trademarks, trade names, service marks, trade dress, logos or titles of the other. Each of the parties shall retain separate ownership over their respective Intellectual Property Rights, including improvements thereto, regardless of whether such improvements were developed pursuant to this Agreement. However, each of the parties shall grant the other party sufficient rights to effectuate the purposes of this collaboration. “Intellectual Property Rights” means all rights, title, and interest in and to each party’s respective names, logos and service marks, proprietary features and proprietary technology, trade secrets, patents, copyrights, trademark, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications, registrations, renewals, and extensions relating to any of these rights.
14. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other that: (i) it has full power and authority to enter into this Agreement; (ii) the execution and performance of this Agreement will not violate, cause a breach of, or be restricted by any agreements with third parties, or violate any applicable laws, government rules, regulations, or court orders; and (iii) to the best of its knowledge, both the granting of rights to the other party under this Agreement (including the grant of rights to the granting party’s Intellectual Property) and the exercise thereof by the other party will not infringe or otherwise violate the intellectual property or other proprietary or contractual rights of any person or entity. In the event that you post, share, or otherwise use third-party materials in connection with the resources, you specifically represent and warrant to Organize Your Empire that you have obtained valid licenses from the authorized licensor or owner of such third-party materials and that such licenses permit use of such third-party materials in the form and manner used or authorized by you.
15. ASSUMPTION OF RISK. You knowingly and voluntarily assume all responsibility for your use and inability to use the resources, as well as all risks that may arise out of the resources and any business and personal decisions you may make during or after the resources. Individual risks and results vary significantly, based on factors outside our control. Any testimonials, statements, or opinions about our resources were provided voluntarily by actual clients who have worked with Organize Your Empire in various capacities over the years and, while generally representative of our average client experience, they are not a guarantee of any particular results you may experience, which will vary.
16. DISCLAIMER. Although we use reasonable efforts to ensure the information we share as part of our resources and materials is verified by reliable sources, all information and content on our website, resources platform, resource library, and any other materials we provide is for informational purposes only and provided “as is” without guarantees or promises as to accuracy or any results you may obtain by using that content or engaging our resources. We will use reasonable efforts to make our resources available to you during the Term; however, we make no guarantees as to uptime or availability of our resources, and we do not warrant that our resources, any materials provided, or any of their functions will be complete, error-free, or uninterrupted or that defects will be corrected. To the fullest extent permitted by applicable law, we shall have no responsibility or liability for any content or materials included in the resources, delays or failures in delivery of the resources or materials, actions of other participants, or any other resulting damage, including without limitation damage from virus attacks, internet congestion, denial of service, or power outages. Except as otherwise set forth in this Agreement, Organize Your Empire does not make and hereby specifically disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, course of dealing, course of performance, noninfringement, or other violation of rights.
17. CONFIDENTIALITY. The receiving party acknowledges the confidential nature of the disclosing party’s Confidential Information (defined below) and agrees that, during the term of this Agreement and indefinitely after termination of this Agreement, it shall not disclose the disclosing party’s Confidential Information to any other person, or use any Confidential Information for any purpose other than as contemplated in this Agreement, without the prior written consent of an authorized representative of the disclosing party. Each party shall take reasonable precautions (no less rigorous than the receiving party takes with respect to its own comparable Confidential Information) to prevent unauthorized or inadvertent disclosure of the other party’s Confidential Information. However, a receiving party may disclose Confidential Information of a disclosing party pursuant to any statute, regulation, order, subpoena, or document discovery request, provided that prior written notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek, at its own expense, a protective order. Should the disclosing party fail to seek or obtain a protective order, the receiving party may disclose such information without liability, provided that the receiving party is legally compelled to disclose such Confidential Information. “Confidential Information” means non-public information concerning the disclosing party’s products, designs, processes, techniques, know-how, algorithms, constructs, resources, intellectual property, operations, concepts, management, relationships with other companies, actual and potential customers (including without limitation other participants’ identity, personal stories, and business information shared or otherwise disclosed in the resources/educational platform, live sessions, or in another nonpublic location as part of the resources), marketing and business plans, cost data, and other financial data. Such information may be conveyed orally by the disclosing party or in the form of drawings, schematics, specifications, other technical information, reports, summaries, or presentations. All of the foregoing information shall be considered the Confidential Information of the disclosing party, regardless of whether it is marked or otherwise identified as confidential. In addition, other information shall be considered the Confidential Information of the disclosing party if it is marked confidential or identified at the time of disclosure as confidential.
18. LIMITATION OF LIABILITY. Under no circumstances shall either party be liable to the other party for indirect, incidental, consequential, punitive special or exemplary damages arising from or related to this Agreement. Our aggregate liability arising out of or relating to this Agreement shall not exceed the amount you have paid us during the six (6) months prior to your assertion of a claim.
19. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Organize Your Empire, its managers, members, officers, employees, contractors, and agents from and against any third party actions, suits, or claims arising out of your actions or inactions, including without limitation your breach of any of the provisions of the Agreement.
20. FORCE MAJEURE. Regardless of any other provisions in this Agreement or Agreement, Organize Your Empire and its owners, managers, members, officers, employees, contractors, vendors, and other agents shall not be in breach of the Agreement or liable to you arising from their delay or failure to deliver the resources benefits due to occurrences outside Organize Your Empire’s reasonable control that may make it illegal, impossible, inadvisable, or commercially impractical, as determined in Organize Your Empire’s reasonable discretion, to provide access to the resources, in full or in part, as a result of government- and agency-issued orders, restrictions, and recommendations, health and travel restrictions, floods, fires, wars, epidemics, pandemics, illness, accidents, internet and third party application connectivity, loss of electricity, delays by you or other attendance and participation impediments you may experience, and other impediments to performance caused directly or indirectly by any event or circumstances outside Organize Your Empire’s reasonable control, as long as Organize Your Empire notifies you as soon as reasonably practicable. Organize Your Empire will not provide refunds for these or any other reasons; however, Organize Your Empire will, in its sole discretion, elect to offer an alternative method of providing resource benefits or to reschedule live elements of the resource benefits once Organize Your Empire has determined, together with its advisors, that it is legal, possible, advisable, and commercially practical to resume performance.
21. NOTICES. All notices under this Agreement shall be in writing and shall be delivered in person or sent by registered mail, certified mail, confirmed email, confirmed facsimile, or other reliable form of receipted delivery (e.g., Federal Express) delivery fees prepaid, to the address of the other party as set forth in this Agreement or to such other address as such party shall have designated by notice in the foregoing manner. Such notice shall be deemed effective upon receipt or refusal, as evidenced by a delivery receipt or confirmation email or facsimile.
22. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be construed to constitute either party as a partner, agent, fiduciary, franchisor, or employee of the other. In both parties’ dealings with third parties, neither party shall hold itself out as a partner, agent, fiduciary, franchisee, or employee of the other party. Neither party shall have authority to make any agreements or incur any liability on behalf of the other party, nor shall either party be liable for any acts, omissions to act, contracts, commitments, promises or representations made by the other, except as specifically authorized in this Agreement or as the parties may otherwise agree in writing. Any agreement made by a party in violation of this section shall be void.
23. ASSIGNMENT AND DELEGATION. This Agreement is binding on the parties and their respective successors and permitted assigns. No party may assign any of its rights or delegate any of its duties under this Agreement, except with the prior written consent of the other party; provided, however, that Organize Your Empire may engage employees, independent contractors, consultants, volunteer, assistants or other persons or entities to aid Organize Your Empire in performing the resources it provides under this Agreement. Such consent shall not be unreasonably withheld, conditioned, or delayed. This requirement covers all assignments of rights or duties, whether they are voluntary or involuntary; provided, however, that either party may assign this Agreement to an entity controlling, controlled by or under common control with the assignor, or in connection with the merger or reorganization of the assignor, or in connection with the sale or other transfer of all or substantially all of the assignor’s assets. Any other purported assignment of rights or delegation of duties in violation of this section is void.
24. THIRD PARTY BENEFICIARIES. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
25. DISPUTE RESOLUTION. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within seven (7) days after delivery of the notice, the receiving party shall submit to the other party a written response. The notice and response shall include with reasonable particularity: (a) a statement of each party’s position and a summary of arguments supporting that position; and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within fifteen (15) days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place (“First Meeting”). All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. At no time prior to the First Meeting shall either party initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by American Arbitration Association under its Commercial Mediation Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of the written notice of dispute, response to that notice, and First Meeting above. All applicable statutes of limitation and defenses based on the passage of time shall be tolled while the procedures specified above are pending and for fifteen (15) calendar days thereafter.
26. GOVERNING LAW; FORUM. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law provisions. Any matter involving interpretation or enforcement of this Agreement shall be brought in the state or federal courts in Brevard County, Florida. The Parties hereby accept the exclusive and personal jurisdiction of those courts. If any action is instituted to enforce the terms of this Agreement, the prevailing party shall be entitled to its reasonable costs and expenses incurred in connection with the action, including reasonable attorney’s fees.
27. WAIVER. Failure by either party to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision. No waiver of any breach of any provisions of this Agreement will be effective unless set forth in an agreement in writing signed by the party against which enforcement of such waiver is sought, and no waiver of any breach will be deemed to be a waiver of any other or subsequent breach.
28. SEVERABILITY. In the event that any portion of this Agreement is declared invalid, illegal, or unenforceable for any reason, the remaining portions of this Agreement shall remain in full force and effect.
29. INTERPRETATION. This Agreement is the product of an arms-length negotiation between the parties, with each of the parties being represented by legal counsel of its choice. Accordingly, in any interpretation of this Agreement, it shall be deemed that this Agreement was prepared jointly by the parties, and no ambiguity shall be construed or resolved against either party on the premise or presumption that the party was responsible for drafting this Agreement.
30. ENTIRE AGREEMENT. This Agreement is the exclusive agreement between the parties with respect to its subject matter and as of its date supersedes all prior agreements, negotiations, representations, and proposals, written or oral, related to its subject matter. Its terms cannot be modified, supplemented, or rescinded except by an agreement in writing signed by an authorized officer of all parties. There are no conditions precedent to the effectiveness of this Agreement other than those expressly stated in this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealing. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly included in this Agreement.
Last Updated on January 17, 2025
THIS AGREEMENT is made as of the date you join the referral program or refer a client to Organize Your Empire. This agreement is between Krystal Clark, Krystal Clark Creative LLC doing business as Organize Your Empire ("Merchant") and you(“Affiliate”) (collectively as the “Parties”).
Both parties wish to enter into this Agreement, whereby Merchant will pay the Affiliate a fee for each client or digital product sale referred by Affiliate to Krystal Clark Creative LLC subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, agreements, and promises set forth herein, the parties agree as follows:
Commencing as of the Effective Date of this Agreement and continuing in effect until this Agreement is terminated by either party by providing the other at least fourteen (14) days prior written notice, Affiliate may, in its sole and absolute discretion, refer clients and customers (hereinafter referred to as “Referred Clients”) to Merchant doing business as Organize Your Empire.
Subject to Affiliate’s compliance with the remaining provisions of this Agreement in each case, and subject to Company’s acceptance of such Referred Clients, Merchant agrees to compensate Affiliate in accordance with Section 2: Compensation below.
Compensation: Joining the affiliate program means the Affiliate understands that Krystal Clark Creative LLC will pay them in accordance with contracts entered into by Merchant and the Referred Client. As consideration for a Referred Client, the Affiliate shall be entitled to $100 cash value sent via PayPal or Amazon gift card when the Referred Client has booked a done-for-you service, or a specified percentage of the digital products purchased by the Referred Client.
The referral will be paid to Affiliate within 30 days of Referred client’s final payment. If the referred client ends the contract prior to finishing the project, for any reason, only 50% of the referral compensation will be paid to the Affiliate.
Payouts of Affiliate Earnings: All referral payouts will be made by Merchant to Affiliate via paypal at the Affiliate's provided paypal email address provided above.
Project Acceptance: Referred Clients may be accepted or declined at the discretion of Merchant. Affiliate also is of the understanding that Merchant is under no obligation to sign on any leads or take on any projects that the Affiliate may introduce or refer to Merchant.
Confidentiality: The Affiliate will under no circumstances discuss Confidential Information as well as the details of service pricing, timeline, or referral payouts with the Referred Client. If those topics are discussed with the Referred Client, the affiliate contract can be terminated immediately and no further payments will be made to the Affiliate.
Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business of Contractor or Contractor's clients. Confidential information is not limited to a specific medium and can be oral, written or physical in format. (“Confidential Information”).
Ownership of Work: Affiliate acknowledges that Affiliate has no right, title or interest in or to any Services produced hereunder. Affiliate acknowledges that Affiliate will make no claim to any right, title, or interest in any of the Services created hereunder. Affiliate further acknowledges and agrees that Merchant shall own all rights, title, and interest in or to any Services produced under contract with Referred Client.
Indemnification: Merchant agrees to defend, indemnify and hold Affiliate, its affiliated companies and its respective employees, officers, directors, trustees and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Merchant; (ii) Merchant’s breach of any provision of this Agreement (including any representation or warranty); (iii) information, statements or materials (including any claims relating to intellectual property rights therein), prepared or provided by Merchant including, without limitation, any claims of infringement or misappropriation of copyright, trademark, patent, trade secret or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel; or (iv) product liability or death, personal injury or property damage arising out of, or relating to, Merchant’s products or services. Affiliate shall have the right, but not the obligation, to participate in the defense of any such actions with the counsel of its own choosing.
Affiliate shall indemnify, defend, and hold Merchantharmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Merchant in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Merchant's appearance or association with Affiliate, unless such claim arises from Merchant's acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Merchant hereunder.
Choice of Law & Jurisdiction: This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.
Miscellaneous: If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.
IN WITNESS WHEREOF, the Parties hereto have duly agreed to this Agreement as of the day the Affiliate joins the affiliate program.
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