DANIELLE COHEN LLC
PROGRAM TERMS AND CONDITIONS OF USE
Please read these Terms and Conditions of Use (“TOU”) carefully. You must agree to these TOU before you are permitted to use or access any DANIELLE COHEN LLC digital or downloadable resources, online courses, one-on-one or group coaching services, class, program, membership portals, workshop, or training, or enter any online private forums operated by DANIELLE COHEN LLC (for any purpose), whether on a website hosted by DANIELLE COHEN, BE SEEN STUDIO, or a third-party website such as an online course platform or facebook.com, OR MIGHTY NETWORKS (collectively “the Program”).
If you do not agree with these TOU, you may not use the Program.
As used in these TOU, the term “Releasees” is defined to include the following: (i) DANIELLE COHEN, BE SEEN STUDIO, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors, and assigns (collectively “the Company”, “Us”, or “We”); (ii) any Company volunteers; and (iii) Danielle Cohen.
The Program
You will receive as part of the program the deliverables included in the program description found in the email or website you reviewed prior to enrollment.
The Company reserves the right to offer additional program elements from time to time, for any subgroup of participants. These additional program elements are a bonus, not a part of the services included in the base version of the Program. The selection of the participants who may participate in any additional program elements is at the sole discretion of the Company.
Participants
If you wish to participate in another session of the Program in the future or purchase any other products, programs or services from the Company, all terms of these TOU will continue to apply unless superseded by another agreement in writing.
This Program is intended and only suitable for individuals aged 18 and above. Some of the content in this Program may not be appropriate for children. Company hereby disclaims all liability for use by individuals under the age of 18.
Program Application Process and Fee
Entrance into this Program requires a self-selected registration process, meaning that you may have the ability to register yourself without completing an application. In the event that you are not offered a space into the program, you will be entitled to a refund.
Fee
Upon registration for the Program, you will enroll with the payment arrangement outlined in the email you received or on the website.
If paying by debit card or credit card, you give us permission to automatically charge your credit or debit card for all fees and charges due and payable to the Company, without any additional authorization, for which you will receive an electronic receipt. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).
If payment is not received when due, the Company reserves the right to terminate your access to the Program and all Content immediately and permanently.
If you fail to make any payment in a timely manner or voluntarily withdraw from the Program at any time or for any reason, you will remain fully responsible for the full cost of the Program and all payments in any payment plan you have chosen, subject to Paragraphs 4, 5, and 12 of these TOU. The Company reserves the right to charge a late fee on all balances more than 30 days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.
Refunds
In the event you are not accepted into the Program, the Company will issue a refund. The Company will promptly issue an instruction to its payment processor to issue the refund.
The Company does not control its payment processor and will not be able to expedite any refunds.
In all other cases, because of the intentional time, effort, preparation, costs, and care that goes into creating and providing the Program, the Company has a no refund policy.
Unless otherwise provided by law, you acknowledge that we do not offer refunds for any portion of your payment for any of our Programs, and no refunds will be provided to you, unless, the Company, in its sole right and absolute discretion, offers you a refund.
By using and/or purchasing our Program, you understand and agree that, except for the limited refund period described above, all sales are final, and no refunds will be provided.
Furthermore, if a participant violates these Terms, the Company reserves the right, in its sole
discretion, to offer the participant another opportunity to abide by these Terms. If a participant
disagrees with the Company offering another participant a second opportunity to follow these
terms, no grounds for a participant to receive a refund would be created, and any request for a
refund on this basis shall be denied.
If, in the Company’s sole right and discretion, you persist with behaviors or actions that violate these Terms, the Company may terminate your access and participation in the Program without further notice and without refund.
The Company may offer additional program elements for subgroup members, as further discussed in Section 10 of this Agreement. The Company reserves the right, in its sole discretion, to offer member participation in these additional program elements to specific members. If a member is denied participation in these additional program elements, no grounds for a member to receive a refund would be created and any request for a refund on this basis will be denied.
Since we have a clear and explicit Refund Policy in these TOU that you have agreed to prior to completing the purchase of the Program, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on your credit report score. The information reported would include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.
Guest Coaches and Coach Substitutes
The Company may have guest or substitute coaches participate and coach in the Program from time to time. Company, in its sole right and discretion, reserves the right to assign any and all duties, responsibilities, and obligations under the terms of these TOU, at any time, to any qualified third party of their choosing to be a guest or substitute Program coach, without providing advanced notice nor needing advanced consent from any participant(s).
If a participant disagrees with or fails to consider Company’s guest coach or coach substitute as qualified, no grounds to receive a refund will be created, and any request for a refund on this basis shall be denied.
Intellectual Property Rights
Ownership of the Content
The words, videos, voice and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases, and all other information and intellectual property accessible on or through the Company website, any third-party website the Company may use to distribute or host the Program, and contained in e-mails sent to you by the Company, as well as the look and feel of all of the foregoing (“the Content”) is property of the Company and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.
The Company’s Limited License to You
If you view, purchase or access any Program or any of the Content, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only. This means you may view, download, print, email and use one copy of individual pages of the Program and Content for your own personal purposes or your own business only.
You may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, clients, or any other third party, or otherwise use any material from the Program or Content for commercial purposes or in any way that earns you or any third party money (other than by applying them generally in your own business). By downloading, printing, or otherwise using the Program or Content for personal use you in no way assume any ownership rights of the Content – it is still Company property.
Any unauthorized use of any materials found in the Program or Content shall constitute infringement.
You must receive our written permission before using any of the Program or Content for your own commercial use or before sharing with others.
The trademarks and logos displayed on the Program or Content are trademarks belonging to the Company, unless otherwise indicated. Any use including framing, metatags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.
All rights not expressly granted in these TOU or any express written license, are reserved by us.
Services to Your Clients
You may only use the Content provided in the Program to work with clients one-on-one or in groups, whether in-person or virtual / online, only after completion of the Program and with proper attribution.
In no event shall you, or any person or entity that organizes, participates in, or performs services regarding your coaching services or program, use the intellectual property or any other intellectual property of Company, including all Content, concepts, materials and processes presented in the Program, for any other purpose, including, but not limited to, the sale of books, ebooks, online courses, articles, publications, audio recordings, videos or other media, sharing with other coaches, businesses, and or individuals without the prior written consent of the Company.
You also may not use the Program or Content to train others.
Unauthorized Use
Your use of any materials found in the Program or Content other than that expressly authorized in this agreement or by a separate written assignment, is not permitted (“Unauthorized Use”).
You agree to pay liquidated damages of five (5) times the total fees paid for the Program in the event of your Unauthorized Use, or a minimum of $5,000, whichever is greater, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.
You agree that any violation or threatened violation of the Intellectual Property Rights terms in these TOU would cause irreparable injury to the Company that may not be adequately compensated by damages, entitling the Company to obtain injunctive relief, without bond, in addition to all legal remedies.
Request for Permission to Use the Content
If you wish to use any of the Content, or any other intellectual property or property belonging to the Company, you should request permission in writing BEFORE you use the Content by sending an email to danielle@danielle-cohen.com.
If you are granted permission by the Company, you agree to use the specific Content that the Company allows and only in the ways for which the Company has given you its written permission. If you choose to use the Content in ways that the Company does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in the Program and Content.
Coach-Client Relationship
The coaching relationship is co-creative, meaning that the coaches and you are equal partners in the coaching process.
Your Coaches Responsibilities
Your coaches are trained to use communication skills and coaching tools to support you as an equal partner throughout the coaching process. Your coaches will provide individual guidance to group participants based on information provided to the coaches. Your coaches will answer questions through whatever forum your Program provides, such as via the Company’s website, a social media forum, private message or live group coaching call.
Your Responsibilities
You understand that the materials provided in the Program exist for your personal exploration, learning, and growth and that you will get the most out of the Program if you dedicate time and energy to be with the materials and attend the calls.
You agree that your relationship with the Company is that of a coach-client relationship and that no other professional relationship has been established.
You agree that coaching is not to be used as a substitute for professional advice of any kind, including medical, mental or other qualified professional help and you agree to seek professional guidance for such matters, should they arise, independent of the coaching Relationship.
The Company Does Not Tolerate the Following:
Harassing, fighting with, or being disrespectful to other participants
Causing damage to any Company website or third-party forums operated by the Company
Using any Company website or third-party forums operated by the Company for any unlawful, illegal, fraudulent or harmful purpose or activity
Sharing private and proprietary information from other participants with anyone else
Discriminatory speech, hate speech, comments, or actions against another participant based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels
If, in the Company’s sole discretion, your conduct violates these TOU in any way, you agree that the Company may immediately and permanently terminate your participation in the Program and your access to the Content without refund.
The Company does its best to create a safe and welcoming space for all participants, however, the Company cannot guarantee that all participants will follow these guidelines. Company, in its sole discretion, may remove any participant’s comments, posts, content or materials, however, Company does not have a duty to review all comments, posts, content and material shared within any online private forums or groups or on any group call.
The Company neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the Company website or any third-party forums operated by the Company. The Company shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on the Company website and any third-party forums operated by the Company.
Community Guidelines
The Company has created a community that is a safe and judgment-free space for connection, conversation, learning, and growth. Within the Company's community is the baseline expectation that all participants will treat one another with respect while bringing encouragement and consideration to all participants.
The Company’s community guidelines are as follows:
A. The Company’s Program promotes diversity amongst its participants. Therefore, the Company encourages all participants to connect with one another and to respectfully learn about one another’s background, interests, hobbies and points of view. The Company does not tolerate nor support any participant’s discriminatory speech, hate speech, comments, or actions against another participant based on their sex, gender, age, ethnicity, race, socio-economic status,disability, or other labels.
B. The Company does its best to create a safe and welcoming space for all participants, however, the Company cannot guarantee that all participants will follow these guidelines. Company, in its sole discretion, may remove any participant’s comments, posts, content or materials,however, Company does not have a duty to review and respond to all comments, posts, content and material shared within the Program. Therefore, the Company shall not be held liable for any participant’s comments, actions, posts, content or materials that result in another participant’s trauma or discomfort.
C. The Company has created a safer space for all participants to feel seen, respected and heard. Company encourages participants to engage in respectful dialogue with one another. The Company does not support nor tolerate any disrespectful actions or comments, which include, but are not limited to hate speech, discriminatory comments, physical, or mental or emotional abuse. Therefore, each participant must demonstrate respect towards one another.
D. Support each participant with words of encouragement, and resources, while respecting each participant’s boundaries.
E. The Company reserves the right to offer additional program elements from time to time, for any subgroup of participants. These additional program elements are a bonus, not a part of the services included in the base participation of the Program. The selection of the participants who may participate in any additional program elements is at the sole discretion of the Company. We may also post separate rules regarding your behavior in any online community or forum, whether hosted on the Company’s website or a third-party website, which may be updated from time to time. You agree that you are bound by those rules and they are expressly incorporated into these TOU.
Confidentiality
Company is not legally bound to keep your information confidential. Nevertheless, the Company agrees to keep all information about the coaching relationship confidential except when disclosure is required by law, for example if a court issues a subpoena for the file or information, or if you threaten to harm yourself or others. You acknowledge that your communications with your coach are not covered by any doctor-patient privilege or other privilege.
Confidential information does not include information that:
was in the Company’s possession prior to your participation in the Program; is generally known to the public or in your circle of friends and family and co-workers; or the Company may be required by law to disclose.
At times you may use a screen name or pseudonym instead of your actual name for your participation in group coaching sessions and public posts on the Company website and in third-party forums operated by the Company.
You agree that the Company shall not be liable for the disclosure of any of your information by another Program participant. You agree to keep all information you learn about other Program participants, their businesses, or clients (as applicable), strictly confidential except in very rare circumstances where disclosure is required by law.
The Company may record coaching calls and share them in the Program, on the Company’s website, or on third-party forums operated by the Company.
You agree you will not share any recorded coaching calls or third-party forum postings outside the private member areas of the Company’s website, or any third-party forums operated by the Company. If the Company discovers you have done so, this will be grounds for immediate determination of your access to the Program and Content.
Termination or Cancellation
The Company reserves the right in its sole discretion to refuse or terminate your access to the Program and Content, in full or in part, at any time without notice. The Company may terminate your participation in the Program at any time, without refund, if you breach any part of these TOU. In the event of cancellation or termination, you are no longer authorized to access the part of the Program or Content affected by such cancellation or termination. The restrictions imposed on you in these TOU with respect to the Program and its Content will still apply now and in the future, even after termination by you or the Company.
If you would like to cancel your access and participation in the Program, you must provide the Company with written notice (including e-mail). Your access to the materials and Content of the Program will be immediately terminated upon your notice of cancellation. You will not be issued a refund for any remaining days or months of the Program after your cancellation.
In the event you decide to cancel, any default, or late payments will be due immediately.
Diversity, Equity, and Inclusion
The Company is committed to social justice, including LGBTQIA rights, women’s rights, and civil rights and provides services for individuals from a diverse array of races, ethnicities, national origins, sexual orientations, ages, religions, genders, educations, abilities, and other identities.
The Company does not tolerate or support discriminatory speech, hate speech, comments or actions against others based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels, or any physical, mental, or emotional abuse.
The Company reserves the right to terminate this Agreement and your participation and access to the Program, without refund, if participant, or participant’s employees, representatives, agents, founders, members, owners, managers, directors, or officers, engages in, encourages demonstrates or communicates statements, language, or actions that support race, gender, ethnicity, or disability inequality, discrimination, hate speech, or disrespect towards any individuals on the Company’s team, or that are in misrepresented, under-represented or marginalized groups.
Personal Responsibility, Assumption of Risk, Release, Disclaimers
You are voluntarily participating in the Program and assume all risk of injury, illness, damage, or loss to you or your property that might result, whether arising out of the negligence of Releases or otherwise.
The Program and Content provide information and education only, and do not provide any financial, legal, medical or psychological services or advice. None of the Program or Content prevents, cures or treats any mental or medical condition. The Program and Content is not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, financial advisor, or medical professional. You are responsible for your own financial, legal, physical, mental and emotional well-being, decisions, choices, actions and results. You should consult with a professional if you have specific questions about your own unique situation.
The Company disclaims any liability for your reliance on any opinions or advice contained in the Program.
You agree that you will not use coaching as a way of diagnosing or treating mental disorders as defined by the American Psychiatric Association. If you are in therapy or under the care of a mental health professional, you will notify and consult with the mental health care provider regarding your decision whether to work with a coach.
You acknowledge that, by engaging with the Company for the Program, you voluntarily assume an element of inherent risk, and knowingly and freely assume all risk and responsibility for injuries to any persons or damages to any property, and release, covenant not to sue, and hold Releasees harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your participation in the Program, whether or not caused by the active or passive negligence of the Releasees. This release is not intended as an attempted release of claims of gross negligence or intentional acts by Releasees.In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to the Company for the Program.
Earnings and Results Disclaimer: You agree that the Company has not made and does not make any representations about the earnings or results you may receive as a result of your participation in the Program. The Company cannot and does not guarantee that you will achieve any particular result or earnings from your use of the Program, and you understand that results and earnings differ for each individual.
Any links to third-party products, services, or sites are subject to separate terms and conditions.
The Company is not responsible for or liable for any content on or actions taken by such third-party company or website. Although the Company may recommend third-party sites, products or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.
The Company tries to ensure that the availability and delivery of the Program and Content is uninterrupted and error-free. However, the Company cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or Restriction.
THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE PROGRAM AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE PROGRAM OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE COMPANY’S WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PROGRAM, INCLUDING ITS MATERIALS, PRODUCTS OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE PROGRAM.
Security
You acknowledge that there is an inherent risk in all forms of electronic communication, and communications between you and the Company may be unlawfully intercepted by third parties not under our control. The Company does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with the Company are done at your own risk.
Legal Disputes
These TOU shall be governed by and construed in accordance with the laws of the State of
Vermont without giving effect to its conflict of laws principles. The state and federal court nearest to South Burlington, Vermont shall have exclusive jurisdiction over any case or controversy arising from or relating to the Program or Content, including but not limited to the Company’s Privacy Policy or these TOU. By using the Program or Content, you hereby submit to the exclusive jurisdiction and venue of these courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum. The prevailing party in any dispute between the parties arising out of or related to these TOU, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.
Users Outside United States
The Company controls and operates the Program from offices in the United States. The Company does not represent that materials on the Program are appropriate or available for use in other locations. People who choose to access the Program from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Indemnification
You agree to defend, indemnify, release, and hold harmless the Company and any directors, officers, agents, contractors, partners, assigns, successors-in-interest and its and their employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or in connection with: (i) your use of the Program or Content in violation of these TOU, (ii) any breach by you of these TOU or any representation and warranty made by you herein, (iii) any comment, post, or material you submit to the Company’s website or any third-party forum or website operated by the Company, (iv) your use of materials or features available on the Program or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by the Company) or (v) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.
Force Majeure
The Company shall not be deemed in breach of this Agreement if the Company is unable to complete all of the Program or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of the Company or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Company’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Company shall give notice to Client of its inability to perform or of delay in completing the Program and shall propose revisions to the schedule for completion of the Program or other accommodations, or may terminate this Agreement.
General Provisions
If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.
This is the entire agreement of the parties, and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.
The Company may change, modify or update these TOU at any time. Any access or use of the Company or Content by you after the Company publicly posts or distributes such changes shall constitute consent of such modifications. If you have any questions or concerns about these
Terms, contact danielle@danielle-cohen.com.