Terms of Participation

Please READ carefully. By purchasing this product, the following Terms and Conditions (the “Agreement”) are entered into by Carol A. Covelli, LCSW PLLC (“Company”, “we”, or “us”) and you (“Client” or “You”), and you agree to the following terms stated herein. The Company and you may be referred to collectively as “Parties” in this Agreement.

COURSE/SERVICE

The Company agrees to provide “Minicourse for Therapists & Helping Professionals: Understanding Perimenopause and Menopause in the Therapy Room and Healing Space” (the “Course”) as outlined on the web page where you register, which may include digital or downloadable resources, an online course, one-on-one or group coaching, workshops, trainings online private forums operated by the Company (for any purpose), whether on a website hosted by Company or a third-party website such as an online course platform or facebook.com. As a condition of participating in the Course, you agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference.

From time to time, the Company may offer bonuses to individuals who sign up for the Course. You shall be entitled to any bonuses offered to you at the time of your enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Course and they vary depending on specific live and automated promotions throughout the year.

The Company reserves the right to offer additional Course elements from time to time, for any subgroup of participants. These additional Course elements are a bonus, not a part of the services included in the base version of the Course. The selection of the participants who may participate in any additional Course elements is at the sole discretion of the Company.

PARTICIPANTS

This Course is intended and only suitable for individuals aged 18 and above. Some of the content in this Course may not be appropriate for children. Company hereby disclaims all liability for use by individuals under the age of 18.

This Course is intended to be utilized by therapists, coaches or integrative providers/helping professionals who will implement the skills and strategies taught throughout the Course to their businesses.

COMPANY TERMS

The Company’s Terms of Use, Privacy Policy, and Disclaimer are hereby incorporated by reference into this Agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Course.

FEES

In consideration of your access to the Course, you agree to pay the following fees.

Pay-in-full: $37 for the entire course. You’d pay immediately after signing the agreement.

METHODS OF PAYMENT

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).

REFUND POLICY

Your satisfaction is important to the Company. However, because of the extensive time, effort, preparation and care that goes into creating and providing the Course, 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 the Course and no refunds will be provided to you. By using and/or purchasing our Course, you understand and agree that all sales are final and no refunds will be provided.

Since we have a clear and explicit Refund Policy in this Agreement that you have agreed to prior to completing your purchase of the Course, 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 will 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.

The Company reserves the right, in its sole discretion, to determine how to discipline a participant who violates the Course terms. Therefore, if a participant disagrees with how the Company disciplines another member and requests a refund, the Company will deny such request.

Furthermore, if a participant violates their agreement, the Company reserves the right, in its sole discretion, to offer the participant another opportunity to abide by it. If a participant disagrees with the Company offering another participant a second opportunity to comply with their agreement, 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 this Agreement, the Company may terminate your access and participation in the Course without notice and without refund.

If you have any questions or problems, please let us know by contacting our support team directly. The support desk can be reached at: inquiries@carolcovelli.com

NO TRANSFER OF INTELLECTUAL PROPERTY

All content provided to you as part of the Course, such as text, graphics, logos, images, as well as the compilation thereof, and any software used in the Course (collectively “Content”), is the property of the Company or its suppliers and protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights.

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Course are the trademarks of their respective owners.

As a purchaser or participant in the Course, you are 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 Course and Content for your own personal purposes or your own business only.

Your participation in the Course does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Course, You agree to observe and abide by all copyright and other intellectual property protection.

The Content is not for resale. Your participation in the Course does not entitle you to make any unauthorized use of any protected Content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use the Content solely for your individual use, and will make no other use of the Content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any Content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein.

With the sole exception of the content you create or license for the course you create through the Course, you may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, or any other third party, or otherwise use any Content or other material from the Course 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 Course or any Company 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 Course or Content shall constitute infringement.

You hereby agree that any infringement of the Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if you violate the Company’s intellectual property rights, your access to the Course will be terminated immediately, and you shall not be entitled to a refund of any portion of the fees.

Your use of any materials found in the Course 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 Course in the event of your Unauthorized Use, or a minimum of $5,000 if you did not pay fees for the Course, 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 this Agreement 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.

YOUR CONDUCT IN THE COURSE; CONFIDENTIALITY; USE OF YOUR MATERIALS

Please choose carefully the materials that you upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material you post on the Company’s website or in any third-party forums operated by the Company may become public.

You are responsible for your material and for any liability that may result from the material you post. You participate, comment, and post material at your own risk. Any communication by you on the Company’s website and any third-party forums operated by the Company, whether by leaving a comment, participating in a chat, public or private forum, or other interactive service, must be respectful. You may not communicate or submit any material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others. You agree to post comments or other material only one time.

The Company, in its discretion, may delete or modify, in whole or part, any post, comment or submission to the Company’s and any third-party forums operated by the Company. The Company does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. 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.

The Company respects the privacy of its customers and will not disclose any information you provide except as set forth in this Agreement. As a condition of participating in the Course, you hereby agree to respect the privacy of other Course participants and to respect the Company’s confidential information. Specifically, you shall not share any information provided by other Course participants outside of the bounds of the Course unless you receive prior express written permission from such other participant to share the information.

You are strictly forbidden from the following:

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
Using any Company website or third-party forums operated by the Company to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software
Using any Company website or third-party forums operated by the Company to transmit, send or deliver unsolicited communications or for other marketing or advertising purposes
Systematically or automatically collecting data from any Company website or third-party forums operated by the Company
Sharing private and proprietary information from the Course or other participants with anyone else
Discriminatory speech, hate speech, comments, or actions against another member based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels

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. The Company, in its sole discretion, may remove any participant’s comments, posts, content or materials, however, the 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. 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.

USERNAME AND PASSWORD

To access certain features of the Course, including any private membership areas, you may need a username and password. You agree to keep your username and password confidential. During the registration process for any service or product, you agree to provide true, accurate, current and complete information about yourself. If the Company has reasonable grounds to suspect that you have provided false information, shared your username and password with anyone else, or forwarded any non-public material from the Course to any other person, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Course or any of its content, in whole or part, without refund. Any personally identifiable information you provide as part of the registration process is governed by the terms of the Company’s website Privacy Policy.

FORCE MAJEURE

The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, pandemic, death, illness or incapacity of Amy Porterfield, explosion, any local, state, federal, national or international law, governmental order or regulation, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Company shall give notice to you of its inability to perform or of delay in completing the Course and shall propose revisions to the schedule for completion of the Course or other accommodations, or may terminate this Agreement.

SEVERABILITY/WAIVER

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 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.

INDEMNIFICATION AND RELEASE

You agree to indemnify, defend, release and hold harmless the Company, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns; any Company volunteers; and Amy Porterfield (collectively “Releasees”) for, from and against any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Course and related services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Course, with the delay or inability to use the Course or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Course, or otherwise arising out of the use of the Course, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you. If you are dissatisfied with the Course or any portion of it, your sole and exclusive remedy is to discontinue using the Course.

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 Course.

CALIFORNIA CIVIL CODE SECTION 1542 WAIVER

You expressly acknowledge and agree that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

DISCLAIMERS

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide you with access to the Course, which provides education and information. The information contained in the Course, including any interactions with the instructors and coaches, is not intended as, and shall not be understood or construed as, professional advice.

The information and service included in the Course may include inaccuracies or typographical errors. Changes are periodically added to the information in the Course. The Company and/or its suppliers may make improvements and/or changes in the Course at any time.

The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Course for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

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.

Client understands Carol A. Covelli (herein referred to as “Consultant”) and the Company are not an agent, lawyer, manager, public relations or business manager, registered dietician, or financial analyst or advisor, medical doctor, nurse, nurse practitioner or accountant. Client understands that Consultant and the Company have not promised, shall not be obligated to, and will not; (1) procure or attempt to procure employment or business or sales for Client; (2) perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy; (4) act as a public relations manager; (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Client; (6) introduce Client to Consultant’s or Company’s network of contacts, media partners or business partners. Client understands that a relationship does not exist between the Parties after the conclusion of this Course. If the Parties wish to extend their relationship, they shall execute a separate agreement.

SECURITY

Security for all personally identifiable information is extremely important to us. Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, the Company cannot ensure or warrant the security of any information you transmit via the internet. By transmitting any such information to the Company, you accept that you do so at your own risk.

USERS OUTSIDE UNITED STATES

The Company controls and operates the Course from offices in the United States. The Company does not represent that the Content or other materials offered with the Course are appropriate or available for use in other locations. People who choose to access the Course 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.

ASSIGNMENT

You may not assign this Agreement without the Company’s prior express written consent.

MODIFICATION

The Company may modify terms of this Agreement at any time. All modifications shall be posted on the Company’s website and purchasers shall be notified.

TERMINATION

The Company reserves the right, in its sole discretion, to terminate your access to the Course and the related services or any portion thereof at any time, without notice, if you become disruptive to the Company or other Course participants, if you fail to follow the Course guidelines, or if you otherwise violate this Agreement. You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of termination.

In the event you decide to cancel your participation in the Course, you will not be issued a refund for the Course after your cancellation.

In the event of cancellation or termination, you are no longer authorized to access the Content or Course. The restrictions imposed on you in this Agreement with respect to the Course and Content will still apply now and in the future, even after termination by you or the Company.

RESOLUTION OF DISPUTES

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without giving effect to its conflict of laws principles. The state and federal court nearest to Nashville, Tennessee shall have exclusive jurisdiction over any case or controversy arising from or relating to the Course or Content, including but not limited to the Company’s Privacy Policy or this Agreement. By using the Course, 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 non conveniens. The prevailing party in any dispute between the parties arising out of or related to this Agreement, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.

EARNINGS DISCLAIMER

Every effort has been made to accurately represent the Course and the educational value it provides. However, you should not rely on any revenue, sales, or earnings information we present as any kind of promise, guarantee, or expectation of any level of success or earnings. Your results will be determined by a number of factors over which we have no control, such as your financial condition, experiences, skills, level of effort, education, and changes within the market. Running an online business carries risks, and your use of any information contained in the Course is at your own risk. The Company provides the Course and Content without any express or implied warranties. There is no guarantee that you will earn any money using the techniques and ideas in the Course or Content. When we present revenue and sales figures on our website and our other channels, we are showcasing exceptional results, which do not reflect the average experience.

By continuing to use the Course and access the Content, you agree that we are not responsible for any decision you may make regarding any information presented or as a result of purchasing any Company products or services. Any claims made of actual earnings or examples of actual results can be verified upon request.

If you do not understand or agree with any of these conditions, please do not purchase the Course. If you require further clarification, please contact inquries@carolcovelli.com.

Email Address: inquries@carolcovelli.com

Last Updated: July 1, 2024

Terms of Participation

Carol A. Covelli, LCSW, PLLC