This Terms of Service (“Agreement”) constitutes a legally binding agreement between you (“you” or “Participant”) and ProGro Consulting, LLC governing your use and access to ProGro Consulting, LLC software, services, content and products made available to you through the ProGro Consulting, LLC Platform. As used in this Agreement, the terms “we,” “us,” and “ProGro Consulting, LLC ” means the applicable ProGro Consulting, LLC Contracting Party providing the Program Services and any of its applicable affiliates. The terms “you” or “Participant” means you as the individual registering on behalf of yourself or as the parent or legal guardian of a registered minor. ProGro Consulting, LLC and Participant may also individually be referred to as a “Party” and collectively as the “Parties.”

 

By clicking the “I Agree to the Terms of Service” box or (i) accessing or using any part of the Platform or (ii) initiating any transaction on the Platform, you agree to be bound by these Terms of Service. ProGro Consulting, LLC may from time to time issue updated versions of its software and services. You consent to such automatic updates and agree that these Terms of Service will apply to all such updates.

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THIS AGREEMENT INCLUDES PROVISIONS FOR BINDING ARBITRATION ON AN INDIVIDUAL BASIS –WHICH INCLUDES A WAIVER OF A RIGHT TO A JURY TRIAL OR A RIGHT TO FILE A CLASS ACTION.

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1. ProGro Consulting, LLC Program Services.  ProGro Consulting, LLC offers Participants the opportunity to participate in a wide range of programs and experiences, including, but not limited to personal, leadership and business consultations, memberships, networking, summits, conferences, training programs, coaching/consultations, content, tools and software and other services as offered by ProGro Consulting, LLC from time to time through the Platform (collectively “Program Services”).

 

2. Changes to Program Services. We may change, suspend, or discontinue the Platform and/or Program Services, or any part of them, at any time without notice. We may amend this Agreement’s terms at our sole discretion by posting the revised terms on the Platform. Your continued use of the Platform and/or Program Services after the effective date of the revised Agreement constitutes your acceptance of the terms.

 

3. Your ProGro Consulting, LLC Account.  To be eligible to register for an account and access the Platform and Program Services, you must be at least 18 years of age and/or have legal capacity to enter into a binding contract in your country of residence, establish an online account and accept these Terms of Service. Registrants over the age of 13 may establish an account provided your parent or legal guardian consents to your registration. Persons under the age of 13 may not register on the Platform or for any Program Services under any circumstances.

 

4. Account Security. You are responsible for maintaining the confidentiality and security of account login information and are responsible for any and all activities that occur under your account. You must immediately notify ProGro Consulting, LLC at Brandon@ProGroAgronomy.com of any change in authorization, any unauthorized use of your account or username, or other account related security breach of which you are aware. ProGro Consulting, LLC shall not be liable for any loss or damage arising from your failure to keep your password or account secure.

 

5. Communications Consent.

 

a.     Email.  By entering your email when you create an account, you agree to receive emails directly from ProGro Consulting, LLC . You may unsubscribe from marketing communications at any time, however, ProGro Consulting, LLC reserves the right to continue to send email communications to provide you with important information about your account, registered Program Services, our Terms of Service and Privacy Policy, at any time as we deem necessary

 

b.     SMS Messages. By providing your mobile phone number and by opting into mobile phone-based notifications, you hereby consent to the receipt of notifications via short messages services (“SMS”), which may be subject to fees and costs charged by your cell phone provider. You may opt out by unsubscribing in response to SMS, contacting Brandon@ProGroAgronomy.com or as available through the message preferences on your mobile phone’s notifications/settings tab.

 

6. Program/Membership Term.  The Program Services shall commence on the date associated with the selected Program Services for which you are registered and shall continue for the term length identified in the applicable purchase order (the “Term”).

 

7. Participation Fees and Payment Terms.

 

a.     Non-Refundable Fees.  Participant shall pay to ProGro Consulting, LLC the applicable fees for the Program Services selected by you through the Platform in accordance with the applicable payment terms. Fees for Program Services are non-refundable. ProGro Consulting, LLC shall not refund any portion of the Program Services fees paid by Participant for any reason.

 

b.     Late Payments; Program Suspension.  In the event ProGro Consulting, LLC does not receive, or is otherwise unable to process payment of, the applicable Program Services fees, ProGro Consulting, LLC reserves the right to suspend or terminate your participation in the applicable Program Services for payments that are more than five (5) days past due. Any amounts not paid in accordance with the payment terms will accrue interest charges at the greater of 1.5% monthly or the highest interest rate allowable under applicable law.

 

c.    Failure to Attend/Forfeiture. There are no credits or refunds in the event Participant is unable to attend any aspect, or otherwise utilize any, of the Program Services or related materials offered to Participant through the Program Services. Make-up sessions are not available and the Program Services Term shall not be extended for any reason, including lack of attendance due to Participant’s personal reasons or as a result of participation suspension due to late payment of Program Services fees.

 

8. Membership Fees – Annual Charges.  For annual membership subscriptions, Participants pay a flat annual membership fee.

 

a.    Payment Terms. Approved applicants commit to an annual membership whether member fees are paid in installments or a one-time annual payment. Members with installment payments who seek to cancel prior to the expiration of the annual membership terms (12 months) are subject to early cancellation fee equaling the remaining balance of annual membership. All canceled memberships will have access to applicable services up until the expiration of their annual membership term.

 

b.    Renewal Eligibility. You will receive a notice prior to the expiration of your annual membership term if you are eligible to renew your membership. Membership renewals will be subject to the membership fees in effect at the time of renewal. Annual memberships are not automatically renewed.

 

c.     NON-REFUNDABLE. All membership fees are nonrefundable.

 

9. Membership Fees – Recurring Charges.  For monthly membership subscriptions, Participants pay a recurring monthly membership fee.

 

a.    Payment Terms. Applicable membership fees consist of an initial charge followed by recurring periodic charges in accordance with the membership plan selected by you on the Platform. By entering into this Terms of Service, you acknowledge that your membership has an initial and recurring payment feature and you accept responsibility for all recurring charges incurred prior to cancellation.

 

b.    Automatic Renewal. Monthly membership is automatically renewed each month. Unless canceled by either party, recurring membership fees will be automatically charged to the payment mechanism provided by you through your Platform account. The recurring fees will be charged at the current rate then in effect at the time of purchase. You will receive a notice prior to applicable renewal of any changes to membership fees or these Terms of Service.

 

c.     HOW TO CANCEL: You may cancel your monthly membership plan by contacting Brandon@ProGroAgronomy.com or through the Platform prior to the end of the current term. Membership cancellations will be effective for the next renewal term. Canceling your subscription means that you will have access to applicable services until your next renewal date. You will be responsible for all monthly membership fees incurred through the date of cancellation.

 

d.     NON-REFUNDABLE. Monthly membership fees will not be prorated upon cancellation and/or termination and all fees paid through the date of termination are nonrefundable.

 

10. Participant Responsibilities.

 

a.        Expenses.  Participant shall be solely responsible for expenses associated with participation in Program Services, including, but not limited to travel to/from Program Services events, hotel accommodations, food, medical expenses, clothing, gear or other related expenses incurred during your participation in the Program.

 

b.       Assumption of the Risk. Participation in the Program Services involves the risk of physical injury and/or other damages. As a condition of your participation in certain Program Services events, Participant shall release all claims for such risks by the execution of a Participation Release and Waiver prior to participation in applicable Program Services events. The failure of Participant to execute the Participation Release and Waiver shall result in immediate suspension/termination and forfeiture of all applicable Program Services fees.

 

c.        Participation Election.

 

i. Participant may discontinue participation in the Program Services at any time, for any reason. However, any discontinuation, regardless of reason, shall result in forfeiture of the applicable Program Services fees. In the event of discontinuation, all outstanding Program Services fees shall immediately become due and payable.

 

ii. ProGro Consulting, LLC may, but does not have the responsibility to, discontinue Participant’s participation in the applicable Program Services if it determines, in its sole and absolute discretion, that the Program Services are not suitable for Participant.

 

11.  DISCLAIMERS

 

a.     Individual Commitment.  The Program Services encompass a range of comprehensive processes involving mindsets, skillsets, and behaviors relating to work, finances, health, relationships, education, and physical activity. The participant has the sole discretion to accept, reject or implement any aspects of the Program Services recommendations and shall be solely responsible for the outcome and/or impact of such acceptance, rejection or implementation.

 

b.     NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. ProGro Consulting, LLC and its staff are not licensed medical or mental health care providers, accountants, attorneys or investment advisors. The Program Services, Products, Platform, Content and other Services are not intended as a substitute for licensed professional advice.

 

i.     NO MEDICAL OR MENTAL HEALTH CARE ADVICE. The Program Services cannot replace, nor is it intended to represent, a health care patient-provider or other mental health patient-provider relationship. The Program Services, Platform, Products, Content and other Services made available to Participant should NOT be construed as offering such medical or mental health care advice. Participant is advised to consult with a licensed professional for diagnosis and treatment for specific health concerns or problems, including, but not limited to, medical diagnosis, psychotherapy, psychoanalysis, mental health care, or substance abuse treatment. Participant is solely responsible for performing their own due diligence consultation before making any medical or other mental health care decisions.

 

ii.     NO INVESTMENT RECOMMENDATIONS OR PROFESSIONAL ADVISE.  The Program Services are not intended to provide tax, legal, insurance or other investment advice and the Program Services, Platform, Products, Content and other Services made available to Participant should NOT be construed as offering such advice. Participant is solely responsible for performing their own due diligence consultation before making any tax, legal, insurance or other investment decisions.

 

c.     WARRANTY DISCLAIMER: NO GUARANTEE OF IMPACT, OUTCOME OR PERSONAL RESULTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM SERVICES, PRODUCTS, PLATFORM, CONTENT OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED “AS IS”. ProGro Consulting, LLC DOES NOT REPRESENT OR WARRANT THAT THE PROGRAM SERVICES, PLATFORM, PRODUCTS, CONTENT OR OTHER SERVICES WILL MEET YOUR PERSONAL OR PROFESSIONAL GOALS, NEEDS OR REQUIREMENTS. EXCEPT WHERE PROHIBITED BY LAW, ProGro Consulting, LLC EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON THE PROGRAM SERVICES, PLATFORM, PRODUCTS, CONTENT, AND/OR OTHER SERVICES.

 

12.  Confidentiality.

 

a.     Non-Disclosure. Participant has a duty to maintain the confidentiality of any Confidential Information (as defined herein) provided to Participant through the Program Services and agrees not to (i) use any Confidential Information disclosed to it by Legacy Farmer for its own use, (ii) disclose any Confidential Information to any third party for any reason without the prior written consent of ProGro Consulting, LLC , and/or (iii) use the Confidential Information in any way detrimental to ProGro Consulting, LLC .

 

b.     Definition.  “Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, business plans, products, services, employees, customers, markets, software, computer programs, technology, development tools, source code, object code, documentation, developments, intellectual property, concepts, inventions, formulas, processes, procedures, databases, designs, drawings, engineering, hardware configuration information, product ideas, business methods, strategies, marketing or financial plans, financial information, other participant names and related personal information disclosed during the course of any Program Services accessed by Participant, proprietary materials and/or other trade secrets disclosed by ProGro Consulting, LLC (whether in writing, orally, or in any form or medium) to Participant as part of the Program Services.

 

13.  Privacy. Information provided to ProGro Consulting, LLC through the websites, mobile applications and software services offered through the Program Services  (collectively the “Platform”) shall be subject to the posted Privacy Policy in effect during Participant’s participation in the Program Services.

 

14.  Consent & License:  Digital Images and Participant Content.

 

a.     Content:  The term “Content” refers to any text, data, code, graphics, information, images, audio, visual or audiovisual combinations or other materials submitted, uploaded, imported, communicated or exchanged between Participant and ProGro Consulting, LLC to facilitate the provision of the Program Services under this Agreement.

 

b.     Consent: Participant hereby grants to ProGro Consulting, LLC the right to (a) photograph, audio-visually record or otherwise digitally record Participant’ likeness (collectively “Digital Images”), and/or (b) audio-visually record or otherwise digitally collect any Participant Content. Participant authorizes Legacy Farmer to use their name and any Participant Content in connection with such Digital Images.

 

c.     License: Participant hereby grants to ProGro Consulting, LLC a non-exclusive, perpetual, worldwide, non-revocable, royalty-free license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display any testimonial and Digital Images and Participant Content collected, in whole or in part, in all forms of media, whether now known or later discovered, for any purpose without further compensation or accounting.

 

15.  Content Restrictions.  The participant shall be responsible for all Content uploaded and otherwise exchanged through the Platform. ProGro Consulting, LLC shall have no obligation to prescreen, monitor, edit or remove any Content. ProGro Consulting, LLC reserves the right, to take any action to restrict or remove access to any Content that we deem, in our sole and absolute discretion, to be objectionable, in violation of applicable law, or otherwise in violation of this Agreement.

 

16.  Feedback License.  ProGro Consulting, LLC considers any suggestions, ideas, proposals testimonials or other material submitted by Participants, whether solicited or unsolicited, (collectively, the “Feedback”) to be non-confidential and non-proprietary. ProGro Consulting, LLC shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to ProGro Consulting, LLC a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.

 

17.  Intellectual Property – Reservation of Rights.

 

a.     Definition of Intellectual Property. For purposes of this Agreement, “Intellectual Property” means (i) trademarks (registered or unregistered), service marks, trade names and other indications of origin, the goodwill associated with the foregoing; (ii) inventions, formulas, know-how, processes, business methods, discoveries, ideas and improvements, whether patented or patentable; (iii) nonpublic information, trade secrets, know-how and Confidential Information; (iv) writings, illustrations, graphics, photographs, motion pictures, models and all audio, video or audiovisual combinations, and other works whether copyrighted or copyrightable; (v) the principles, concepts, methodology, structure, techniques and training, content assignments, communications, attachments, documents related to the Program and assets made available to Participant as part of the Program Services (collectively “Program Tools”); and (vi) computer programs and software (including source code, object code and data), arising from or relating to the ProGro Consulting, LLC Platform, digital assets and any other content owned or licensed by ProGro Consulting, LLC .

 

b.     Copyright:  All Content made available through the Platform, as well as the Platform’s logos, design, text, graphics, software and other files, and the selection arrangement and organization thereof, are owned by ProGro Consulting, LLC and protected by the U.S. and international copyright laws. You may not use such materials without permission.

 

c.     Trademarks: The non-exhaustive list of ProGro Consulting, LLC Trademarks and the Platform’s logos, page headers, custom graphics, button icons, and scripts are trademarks or trade dress of ProGro Consulting, LLC .

 

d.     Program Tools License.  Subject to the use restrictions set forth herein and during the Program Term, ProGro Consulting, LLC hereby grants Participant a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, worldwide license to access and utilize the Program Tools and associated Intellectual Property provided to or otherwise accessed by Participant during the course of the Program.

 

e.      Reservation of Rights.  Except for the limited licenses granted herein, nothing in this Agreement grants to Participant any rights of ownership to ProGro Consulting, LLC copyrights, patents, patent applications, trade secrets, trade names, trademark, service marks or other Intellectual Property.

 

f.     Use Limitations. The Program Services, Program Tools, and associated Intellectual Property are for Participant’s personal use only. Participant shall not use the Program Services-related principles, concepts, methodology, training techniques, Program Tools and associated Intellectual Property for commercial purposes. Participant shall not (a) distribute, redistribute, resell or sublicense Program Tools and associated Intellectual Property, or (b) develop, create, or otherwise cause to bring to market any competing program or service that leverages the Program Tools and associated Intellectual Property for any purpose, commercial or otherwise.

 

18. DMCA – Notice of Claimed Infringement.  If you have a good faith belief that your copyright has been infringed, you can download and submit a Notice of Claimed Infringement toProGro Consulting, LLC Designated Agent at 4 1040 North Bridge Street, Saint Anthony, ID 83445 and Brandon@ProGroAgronomy.com

 

19. Platform & Software – Prohibited Use.

 

a.    You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform and/or documentation or data made available to Participant through the Program Services and/or Platform.

 

b.    You shall not interfere with nor attempt to interfere with nor otherwise disrupt the proper working of the Platform. Participant shall not violate the security of the Platform or attempt to gain unauthorized access to the Platform, data, materials, information, computer systems or networks connected to any server associated with the Platform, through hacking, password timing or any other means. Participant may neither take nor attempt any action that, in the sole discretion of ProGro Consulting, LLC , imposes or may impose an unreasonable or disproportionately large load or burden on the Platform and software services or the infrastructure related thereto. Participant shall not use or attempt to use any “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Platform and software services, any data or Content found on or accessed through the Platform and software services, without the prior express written consent of ProGro Consulting, LLC . Participant shall not intentionally or unintentionally utilize the Platform in any manner that violates any applicable law, rule or regulation.

 

c.      Export Compliance. The software offered through the Platform and/or Program Services may be subject to export laws and regulations of the United States and other jurisdictions. Participant represents and warrants that it is not named on any U.S. government denied-party list. Participant shall not permit access or use any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

 

20.  Termination.

 

a.     Automatic Termination.  This Agreement shall automatically terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business.

 

b.     Convenience.  Successful participation in the Program Services requires Participant’s commitment to the purchased Program Services during the Term. Legacy Farmer may terminate Participant’s participation in the applicable Program Services in the event Participant (i) fails to execute the required Participation Release and Waiver, (ii) fails to attend Program Services based events, and/or (iii) is unable to meaningfully participate in, or is deemed unsuitable for, the applicable Program Services as determined by Legacy Farmer in its sole and absolute discretion.

 

c.     Cause.  ProGro Consulting, LLC may terminate this Agreement immediately if Participant (i) violates any Program Services-related rules, policies and procedures, (ii) fails to make timely Program Services-related payments, and/or (iii) otherwise breaches any material terms of this Agreement. Participate may terminate this Agreement if ProGro Consulting, LLC breaches any material terms of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

 

d.     Injunctive Relief.  Participant understands and agrees that money damages will not be a sufficient remedy for any breach of Participant’s Confidentiality and Use Restrictions obligations under this Agreement, and that ProGro Consulting, LLC shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach by Participant, but will be in addition to all other remedies available to ProGro Consulting, LLC at law or in equity.

 

e.     Effect of Termination; Survival. In the event of a termination under this Section, all fees paid through the date of termination shall be non-refundable and all outstanding Program Services fees shall immediately become due and payable. The following Sections survive termination of this Agreement: Dispute Resolution, Confidentiality, Disclaimers, Indemnification. Limitation of Liability, and Choice of Law.

 

21.  Dispute Resolution.

 

a.     Individual Binding Arbitration. Any claim or controversy withProGro Consulting, LLC arising out of or relating to the Program Services, Program Tools, Intellectual Property, Platform, Products, Content and other services purchased by Participant from ProGro Consulting, LLC (including formation, interpretation, performance and breach of the Agreement) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) shall be final and binding upon the parties, and any judgment on the award may be entered in any court having jurisdiction thereof. The Federal Arbitration Act, 9 U.S.C. § 1 et. seq., shall govern the interpretation and enforcement of this Agreement.

 

b.     Class Action & Jury Trial Waiver.  ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. EACH PARTY IS EXPRESSLY WAIVING ITS RIGHTS TO A TRIAL BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.

 

c.     Fees; Prevailing Party.  Fees associated with any arbitration initiated under this Agreement shall initially be borne equally by the Parties, provided however that the prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys’ fees, costs and expenses incurred in connection with the arbitration.

 

d.     Notice. When initiating a request to arbitrate, Participant must also send a copy of the completed form to ProGro Consulting, LLC at 1040 North Bridge Street, Saint Anthony, ID 83445

 

22.  Indemnification. Participant shall indemnify, defend, and hold harmless ProGro Consulting, LLC and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, affiliates, managers, licensors, business partners and each of their respective successors and assigns (the “ProGro Consulting, LLC Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the ProGro Consulting, LLC Indemnified Parties arising out of or relating to Participant’s acts or omissions and/or breach of the terms of this Agreement.

 

23.  Limitation of Liability.  IN NO EVENT SHALL ProGro Consulting, LLC OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, AFFILIATES, MANAGERS, LICENSORS, BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY PARTICIPANT UNDER THIS AGREEMENT FOR THE PROGRAM SERVICES GIVING RISE TO THE CLAIM.

 

IN NO EVENT SHALL ProGro Consulting, LLC OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, AFFILIATES, MANAGERS, LICENSORS, BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE TO PARTICIPANT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONSORTIUM) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Participant hereby acknowledges and agrees that the limited remedies and limitations on liability set forth in this Agreement are a fundamental part of the basis of ProGro Consulting, LLC bargain hereunder, without which ProGro Consulting, LLC would not enter into this Agreement or provide Participant with the Program Services or allow participation in the applicable Program Services and that the Program Services fees reflects the allocation of risk agreed upon by the Parties. No action, regardless of form, arising from or pertaining to this Agreement and/or the Program Services may be brought by Participant more than ONE (1) YEAR after such action has arisen.

 

24.  General Provisions.

 

a.     Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles. The parties consent to the jurisdiction of the State of California, and venue in the County of Orange, with regard to any controversy or claim arising out of or relating to this Agreement, or the breach thereof.

 

b.     Force Majeure.  ProGro Consulting, LLC shall not be liable or responsible to Participant for any delays in providing the Program Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight, embargoes, terrorism, natural disaster, war or acts of God.

 

c.     Relationship of Parties. No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this Agreement.

 

d.     Waiver.  No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof.

 

e.     Modification. No modification of this Agreement shall be effective unless it is either in writing and signed by an authorized representative of ProGro Consulting, LLC or posted by ProGro Consulting, LLC on the Platform.

 

f.      Severability. The validity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

 

g.     Assignment.  Participant shall not assign any of the rights or obligations under this Agreement without the prior written consent of ProGro Consulting, LLC. This Agreement is assignable by ProGro Consulting, LLC at any time without Participant’s consent.

 

h.     Successors and Assigns.  This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

 

i.      Interpretation.  Headings are for reference purposes only and do not limit the scope or extent of such section.

 

j.      Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise) or mailed by certified or registered U.S. mail, return receipt requested, to ProGro Consulting, LLC at 1040 North Bridge Street, Saint Anthony, ID 83445 and to Participant at the email address specified in Participant’s account.

 

25.  Entire Agreement. This Agreement, including the online acceptance of the Participation and Release and End User License Agreement, and any hyperlinked documents contained herein, shall comprise the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.