LAST UPDATED: December 23, 2020
Welcome to SheFactor! SheFactor develops and deploys a unique online and offline platform designed to bring women together to help them succeed through inspiring content, empowering networking and other mechanisms.
PLEASE READ THIS AGREEMENT VERY CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. THIS AGREEMENT CONTAINS A MEDIA RELEASE, ASSUMPTION OF RISK, LIMITATION OF LIABILITY, WARRANTY DISCLAIMERS, GENERAL DISCLAIMERS, AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BY ACCESSING OR USING THE SERVICE (INCLUDING PARTICIPATING IN ANY EVENT), YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHETHER YOU ARE A “VISITOR” (WHICH MEANS YOU ONLY BROWSE THE SERVICE), AN “EVENT PARTICIPANT” (WHICH MEANS YOU HAVE REGISTERED OR PURCHASED A TICKET FOR AN EVENT, BUT ARE NOT A MEMBER), OR A “MEMBER” (WHICH MEANS YOU HAVE REGISTERED ON THE WEBSITE FOR A SHEFACTOR MEMBERSHIP). IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE, INCLUDING PARTICIPATING IN ANY EVENT. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. SHEFACTOR DOES NOT ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE.
We may change this Agreement periodically. If the changes include material changes that affect your rights or obligations, we will notify you by reasonable means. You acknowledge that the posting of a notice on the Website or an email message to your email address in your User Account (defined below) are reasonable means of providing notice. Your continued access or use of the Service after we provide notice means that you accept all changes. If you do not agree, you must stop accessing or using the Service, including the Website, Application and all Events.
Also included in this Agreement are any Additional Terms (explained in Section 2(G) below), policies related to SheCoach activities, and the requirements of any marketplace or platform through which you may access, download or purchase a part of the Service. Examples of such marketplaces and platforms include the SheFactor Application, social media sites, and Event ticket registration or purchase platforms. If you wish to access the SheFactor Application, you may be required to install a software program on your device in the form of an application. Your access or use of the Service through any Application or device constitutes your agreement to be bound by this Agreement. Regardless of how it is downloaded or accessed by you, any SheFactor Application is licensed, not sold to you for use in accordance with this Agreement. SheFactor reserves all rights not expressly granted to you in this Agreement. This Agreement is between SheFactor and you; no third party (including any SheCoach), marketplace or platform are parties to this Agreement.
- USE OF THE SERVICE.
- Eligibility: You must be at least eighteen (18) years of age to access the Service or any portion of it. The Service is not directed to persons under eighteen (18). By providing information about yourself, you are stating that you are at least eighteen (18) years old, or if outside the U.S., of legal age to form a binding contract. You represent and certify that you are legally able to enter into this Agreement and any agreement with SheFactor’s vendors, partners, and affiliates. Your use of the Services means you represent and warrant that you meet all eligibility requirements we outline in these Terms. SheFactor is a private membership group designed with women in mind, but welcomes members of all genders. To join, you must complete an application through the Website or Application. Applications may be denied for any lawful reason and we may change eligibility criteria. We may also suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice.
- Access and Use. If you wish to access or use the Service, or any portion of it, you must read and accept this Agreement. If you register to become an Event Participant or Member, you also agree to: (a) provide true, accurate, current and complete information about yourself as requested in the registration process, which may include your name, email address, mailing and billing address, payment information and other information (“Registration Data”) and (b) maintain and update your Registration Data at all times. We reserve the right to suspend or terminate your access or use of the Service (or any portion thereof) at any time, if you provide any information that is untrue, not current or incomplete.
- Accessibility. We are committed to ensuring that individuals with disabilities enjoy full access to the Website and Application. If at any time you have difficulty using this website or with a particular web page or function on the Website or Application, please contact us at [email protected], provide us with your contact information, and we will make all reasonable efforts to assist you.
- Feedback and Suggestions. We welcome your direct constructive feedback (both positive and negative) related to your experience with the Service, including without limitation, Events and SheFactor Content (defined below). Please email all feedback and suggestions to [email protected]. We may or may not incorporate your feedback or suggestions into the Service. If we do, SheFactor will have the right to use your feedback and suggestions for its sole benefit without any obligation to compensate or credit you.
- Export Controls. The Service and its underlying information and technology are subject to the laws of the United States as well as international laws, restrictions and regulations that may govern its import, export, access and use. You agree to comply with these laws, restrictions and regulations when accessing or using the Service.
- LICENSE AND GENERAL TERMS.
- License. Subject to your compliance with the terms and conditions of this Agreement, SheFactor grants you, for your personal use only, a limited, non-exclusive, revocable, non-sublicensable, non-transferable license, to access and use the Service (i) for your lawful, personal and non-commercial use, and (ii) as intended through the normal functionality of the Service. Accessing the Service for any purpose or in any way other than for use in accordance with the above-described license is expressly prohibited. Content made available through the Service, whether SheFactor Content or User Content (defined below), may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose other than those expressly listed above without SheFactor’s prior written consent. Except for the license granted to you in this paragraph, SheFactor reserves all rights in and to the Service and all SheFactor Content included therein. We may change, add, remove, suspend, or cancel any part of the Service licensed in this Agreement including any feature, functionality and/or content at any time in our sole discretion. You agree that you do not have any rights in the Service and that SheFactor will have no liability to you if the Service is modified, suspended or discontinued or your ability to access any User Content you posted to the Service is terminated.
- Term. This Agreement begins on the date you first access the Service and continues as long as you access the Service. All terms expressly stated to survive expiration or termination of this Agreement will so survive, and all other terms that by their nature that are intended to survive expiration or termination will continue in full force and effect after such expiration.
- Device Requirements. To be able to access or use the Service, you will need to use a personal computer, smart phone, or other device that meets the system and compatibility requirements of the Service. As our technology evolves, requirements for accessing and using the Service may also change and devices that are now capable of interacting with the Service, may no longer be compatible with the Service in the future.
- Application Removal and/or Cancellation. If you are accessing the Service through an Application, cancellation, and removal methods vary depending on your device and the marketplace or platform through which you accessed or downloaded the Application (for example, the Apple Store). To uninstall or remove an Application, please use the application manager provided with your device or consult your device manual. Cancellation or removal of the Application may also be governed by third party marketplace or platform cancellation policies.
- Account Security. You are responsible for all activity and transactions that occur in your account, including by unauthorized users. We recommend you create a complex password to help secure your account. You must safeguard the confidentiality of your password. If you are using a device that others have access to, you must log out of your account after each use. If you become aware of any unauthorized access to your account or other security breach, you must change your password and notify us immediately at [email protected]. We will not be liable for any loss or damage you suffer due to unauthorized access to your account or personal device, including for purchases made without your consent.
- Changes, Suspension and Discontinuation of Content. The Service is always evolving; therefore, we may make changes to offerings, functionality, content and other aspects of the Service from time to time in our sole and absolutely discretion. This means that availability of content, including documents, videos, articles, images, and audio files, may change, be replaced or removed without advanced notice to you. Certain content that is available on one platform, such as the Website, may not be available on another, such as an Application or at an Event. While we do not intend to do so, we may change, suspend or discontinue the Service or certain portions of it anytime in our sole discretion. From time to time, we may also offer certain features or other elements of the Service, including promotions, new plans, pricing, and advertisements, to a limited group of users for testing or experimental purposes. You acknowledge and agree that we may take any of the actions above in our sole discretion at any time without notice or compensation to you. Under no circumstances will SheFactor be liable to you in any way for exercising its rights hereunder, including, but not limited to, the availability of the Service, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service.
- Additional Terms. We may require you to follow rules, guidelines or other conditions in addition to those included in this Agreement, in order to participate in certain offerings through the Service, promotions, activities or Events, such as the ability to obtain certain premium content through the Service, to become a SheCoach, or for other reasons (“Additional Terms”). These Additional Terms are part of this Agreement when and as issued.
- Processing Errors. If you believe a mistake happened with any purchase from SheFactor (including Event tickets or Memberships), please submit a written request and ask us to confirm the terms of your purchase.
- Event Tickets. SheFactor offers access to private in-person and virtual Events that may be free to you through your SheFactor Membership, your employer or other association. If the Event is not free to you, you will be required to pay a fee to participate in or attend the Event. Regardless of whether the Event is free to you or if you have to pay a fee, you must register for a ticket in advance. You may register for an Event on the Website or on third party platform, as directed by us. If you do not already have an account, you must create an account to register for an Event. You will be required to provide us your Registration Information as well as your credit card information. You will also be required to click to accept to this Agreement. When you click to accept this Agreement you warrant that (1) you are legally capable of entering into a binding agreement, (2) the Registration Information you provide, if required to be provided, is truthful and accurate, and, (3) your use of the Service will not violate any laws or regulations. Tickets are non-refundable and non-transferable. You must be 18 years or older to participate in or attend an Event. We are not responsible for the loss or theft of your personal belongings at any Event.
- Communications. By providing us your email address, you agree to opt-in to receive transactional or administrative emails related to the Service as well as marketing and promotional offers from us or third parties. If you do not wish to receive emails from SheFactor, you can opt-out by following the instructions in the emails you receive.
- Cancellation by SheFactor. We may suspend or terminate your account immediately without notice at any time if you breached or are believed to have breached this Agreement. You will not receive a credit or refund if your account is suspended or terminated in accordance with this section of this Agreement.
- SheFactor Membership. To gain access to portions of the Service that are not available to the general public, such as certain events, activities, content, and online communities and platforms, you must apply and purchase a membership (“Membership(s)”). If you purchase a Membership, you will be considered a “Member” and will have access to the Membership benefits associated with the level of Membership you purchase. Memberships are available for purchase through the SheFactor Website. Memberships are for personal use and are not transferable. You must not allow others to use your Membership Account. If you have any questions about SheFactor Member benefits, your Membership or this Agreement, please contact us via email at [email protected].
- Membership Account Creation. To create a Membership account (a “Membership Account”), go to www.theshefactor.com and select “Membership”. During the sign up process, you will be prompted to enter your Registration Data including your first and last name, email, and credit card information and other information that pertains to your desired membership level. You will also be required to click to accept this Agreement. If you do not agree to the terms and conditions in this Agreement, you may not access the Service (including the Website and Application) or Membership benefits. By clicking to accept this Agreement you warrant that (1) you are legally capable of entering into a binding agreement, (2) the information you provide, if required to be provided, is truthful and accurate, and, (3) your use of the Service will not violate any laws or regulations. When you complete the Membership Account creation process, you will receive an email confirming your account creation. You are solely responsible for the accuracy of the Registration Data in your Membership Account and agree to update your Registration Data if any changes occur during your Membership term. You will also be required to create a login and password. You are not permitted to share your login and password credentials with any other person or entity. You are responsible for safeguarding your login, password, other Registration Data, and for restricting access to your Membership Account and Membership benefits by any other person. SheFactor reserves the right to cancel any Membership it believes is being used fraudulently or is compromised, in its own discretion. You also agree to accept all responsibility for activities that occur in your Membership Account.
- Membership Communications. By becoming a Member, you agree to opt-in to receive transactional and administrative emails related to your Membership as well as marketing and promotional offers from us or third parties. If you do not wish to receive these emails, you can opt-out by following the instructions in the emails you receive.
- Membership Types. We offer four types of Memberships: a basic Membership called the “SheMembership” and an annual membership called the “VIP SheMembership”.
- SheMembership Benefits. If you purchase a SheBasic Membership, your Membership benefits include: (i) free admission to virtual events, summits, and live trainings; (ii) early ticket purchase for other SheFactor Events and activities (additional fees may apply); (iii) access to SheFactor’s private Facebook group and online member community; (iv) limited access to exclusive SheFactor Content, downloads and resources through the Membership Portal; and, (v) the opportunity to purchase additional limited access services such as coaching, workshops, events, and webinars. Each of the above Membership benefits are subject to change, update, discontinuance, suspension, cancellation or removal at any time in SheFactor’s sole discretion without any obligation or compensation to you.
- SheMembership Fee. The SheMembership fee is Thirty Five Dollars ($35) per month if paid in 30 calendar day installments, or Three Hundred Sixty Five Dollars ($365) per year if paid annually in one (1) lump sum. For each month or year, as applicable, that your SheMembership is active, you agree and authorize SheFactor to charge the SheMembership fee against the most current credit card information associated with you on file with its third party payment processing provider. The SheMembership fee will continue to be charged automatically each month or year, as applicable, until you cancel your SheMembership by following the cancellation procedure in this Agreement. If you wish to avoid being charged for the SheMembership fee for the next month or year, you must cancel before 11:59PM on the day before your Membership is due to renew. For example, if you bought your SheMembership on April 21, 2020, and paid for one month, you would need to cancel on or before 11:59 PM on May 20, 2020 to avoid a charge for the next month’s Membership fee. No credits or refunds will be provided upon cancellation, except that if you cancel your SheMembership in order to upgrade to a plan of higher value before the expiration of your SheBasic Membership term, a prorated credit will be applied to the new Membership fee.
- VIP SheMembership.
- VIP SheMembership Benefits. If you purchase a VIP SheMembership, your Membership benefits include: (i) a monthly subscription box consisting of products in number, kind and quality to be determined by us (which may include products related to motivation, beauty, or self-care, etc.); (ii) free admission to virtual events, summits, and live trainings; (iii) early ticket purchase for other SheFactor Events and activities (additional fees may apply); (iv) access to SheFactor’s private Facebook group and online member community; (v) limited access to exclusive SheFactor Content, downloads and resources through the Membership Portal; and, (vi) the opportunity to purchase additional limited access services such as coaching, workshops, events, and webinars. Each of the above Membership benefits are subject to change, update, discontinuance, suspension, cancellation or removal at any time in SheFactor’s sole discretion without any obligation or compensation to you.
- VIP SheMembership Fee. The VIP SheMembership fee is Four Hundred and Eighty Dollars ($480) per year or 12 monthly payments of Fourty Five Dollars ($45). For each year your VIP SheMembership is active, you agree and authorize SheFactor to charge the VIP SheMembership fee against the most current credit card information associated with you on file with us or our third party payment processing provider. The VIP SheMembership fee will continue to be charged automatically each year until you cancel your VIP SheMembership by following the cancellation procedure in this Agreement. If you wish to avoid being charged for the next year’s VIP SheMembership fee, you must cancel before 11:59PM on the day before your Membership is due to renew. For example, if you bought your VIP She Membership on April 21, 2020, you would need to cancel on or before 11:59 PM on April 20 in the year in which you wish to cancel. No credits or refunds will be provided upon cancellation.
- Membership Fees; Fee Changes. Membership pricing is subject to change. We cannot guarantee that the price of your Membership is the lowest available, historically lowest, or the best price. You will be charged in accordance with the billing terms you agreed to at the time you became a Member. We reserve the right to change the Membership plans and otherwise to adjust pricing for any service offered at any time as we may determine in our sole and absolutely discretion, except that we will not change the pricing of your then-current plan during the plan term. If we exercise our right to adjust pricing or any Membership plan, we will provide advance notice to you. If you do not agree to the changes in pricing or any Membership plan, you must cancel your Membership by following the cancellation procedure in this Agreement on or before the applicable cancellation deadline for your Membership. No refund will be provided for increased Membership fees if you do not cancel your Membership prior to the expiration of your current Membership term.
- Membership Fee Payment. You are required to keep your payment information up to date at all times until you cancel your Membership. You authorize us or our third party payment processing provider the right to charge fees associated with your Membership, as well as all applicable taxes, until you cancel your Membership. All fees are collected in US Dollars and are subject to currency conversion rates from your local currency to US Dollars, as well as any fees that may be imposed by your bank or credit card company. The amount you are charged in your local currency may therefore be more or less than the amount advertised in US Dollars on the Service. Membership fees will be charged on the same day each month or year as applicable, which is the day after your immediately preceding Membership expires. If you wish to change the day your Membership fee is charged, please contact us at [email protected]. Your credit card information may automatically be updated at the sole election of your credit card issuer in order to prevent your membership from being interrupted by an outdated or invalid card. You may have the right to opt out of this update service. If you wish to do so, please contact your credit card issuer. You are responsible for all charges associated with your Membership account, including unauthorized charges, up and until the time you notify us of any unauthorized activity. We will not provide refunds or credits for any Membership fees charged against credit card information that was updated by your credit card issuer, with or without your knowledge or consent. We will send you a receipt of payment. You may also view your Membership fee charges and other purchases in your Membership Account or on your credit card statement.
- Membership Cancellation by You. You may cancel your Membership by emailing us at [email protected]. Cancellation of your Membership will become effective upon the expiration of your current Membership term. If you cancel your Membership on the date your credit card is charged, no refund will be provided. You will continue to have access to the Membership benefits until your cancellation becomes effective on the last day of the then-current Membership term. No refunds for failure to cancel your Membership before the end of the prior term will be provided under any circumstance.
- DELETION, SUSPENSION OR TERMINATION OF MEMBERSHIP ACCOUNT
- Inactive Account. We reserve the right, but are under no obligation to delete your Membership Account if it is inactive from lack of login for a period of at least six (6) months, or immediately if payment of your Membership fee is declined or otherwise ceases.
- Suspension or Termination for Cause. We may suspend, disable or terminate your Membership Account, or block or remove any User Content you submit, immediately without notice at any time if SheFactor determines in its sole discretion that you violated any of the terms of this Agreement, or that your conduct or User Content would damage SheFactor's reputation or goodwill. If SheFactor suspends or terminates your Membership Account, you agree to immediately stop accessing or using (or attempting to access or use) the Service, including the Website and Application or attending an Event, in any way, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. We may block your email address and Internet protocol address to prevent re-registration by you. We are not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your Membership Account. You will not receive a refund or credit if your Membership is suspended or terminated. This Agreement shall survive such termination and will continue in full force and effect, except for any terms that by their nature expire or are fully satisfied. After termination, we may access, preserve or disclose your Registration information, Membership information or account content if required by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process nationally or internationally; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) respond to your requests for customer service.
- USER CONTENT
- User Content. SheFactor aims to foster a welcoming and respectful community experience where users can encourage and motivate one another. We give you the ability to submit or post text comments and other content (such as images or graphics) (“User Content”) through certain features of the Service, including the Website, Application, SheFactor maintained social media platforms and virtual or in-person Events. You are solely responsible for User Content that you post, or otherwise make available on the Service. You are required to be courteous and civil in all interactions with the SheFactor Parties, Members, Event attendees and others. We do not and cannot screen, monitor or control all content posted via the Service and do not guarantee the accuracy, integrity or quality of such content. However, SheFactor reserves the right to monitor your User Content and you hereby provide your irrevocable consent to such monitoring and waive any expectation of privacy in your User Content. We further reserve the right, but not the obligation, in our sole discretion to edit, refuse publishing, or delete any User Content in our sole discretion. We also do not guarantee that you will not be exposed to content that you deem offensive, indecent or objectionable. You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to investigate or adjudicate disputes between you and any other user. If you believe any User Content to be in violation of this Agreement, report email us at [email protected]. Under no circumstances will SheFactor be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or any loss or damage of any kind related to any User Content.
- User Content License. By publishing, speaking, commenting or posting User Content via the Service (including at Events) you hereby grant us a non-exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide license (with the right to sublicense) to distribute, use, copy, modify, adapt, translate, create derivative works, publish, publicly perform, publicly display, store, transmit, and otherwise make available such User Content (including without limitation, your name and likeness, photographs and testimonials) for any purpose whatsoever, commercial or otherwise, without your consent, prior notification, compensation or credit. You also waive any "moral rights" or "performance rights" in your User Content. You also grant all users of the Service permission to view your User Content. You may request that User Content you posted be removed by contacting [email protected]. We may or may not be able to remove the requested User Content depending on the type of content, location and manner of positing. We have no obligation to remove any User Content, and will do so in our sole discretion and to the extent we desire. You acknowledge and agree that if we agree to remove User Content upon your request, such content may remain as back-up copies in SheFactor servers, or services maintained on behalf of SheFactor by third parties, and SheFactor retains the rights to all such copies. You represent and warrant that: (a) you own all right, title and interest in all User Content posted by you via the Service, (b) the posting of your User Content via the Service does not violate the intellectual property rights, privacy rights, or any other right of any third party, and (c) the User Content complies with this Agreement and all applicable laws.
- Prohibited User Content. You must not post any objectionable User Content. We reserve the right, but have no obligation, to remove User Content that is, in our sole discretion, objectionable, inappropriate, off-topic, violative of any law, regulation or the right of any person. We may also, in our sole discretion, investigate or take legal action against anyone who violated or is believed to have violated this section, including suspending or terminating your access to the Service. “Objectionable” User Content includes, but is not limited to content that:
- infringes upon any third party's intellectual property rights, (including copyrights or trademarks);
- is deceptive, including the impersonation of any other person;
- is inaccurate, irrelevant or inappropriate for posting on the Service;
- contains sexually explicit or pornographic content;
- promotes false or misleading information;
- is hateful, vulgar, threatening, obscene, defamatory, discriminatory, libelous or otherwise objectionable;
- harasses, stalks, denigrates, ridicules or intimidates;
- advertises or solicits the purchase any product or service, including through contests or sweepstakes, except for SheCoach services as expressly authorized by SheFactor;
- promotes fraudulent schemes, multi-level marketing schemes, get rich quick schemes, gaming, gambling, work from home businesses, or any other questionable ventures;
- depicts or promotes acts of violence, criminal activity or unlawful acts, including animal cruelty;
- exploits minors;
- infringes upon any third party's privacy rights; contains information or the likeness of another person including their name, address, email, governmentally issued identification number, telephone number, likeness, or other personally identifiable information without such person’s consent;
- contains programs, scripts or algorithms such as viruses, time bombs, trojan horses, spiders, bots, worms or other harmful, or disruptive applications designed to interrupt, destroy or limit the functionality of the Service, or any device or telecommunications equipment;
- consists of "spam," “junk mail,” or similar unsolicited mass messaging;
- interferes with or disrupts the Service;
- is restricted or requires password access to view; or,
- includes any content that violates any law or regulation.
- Disclosure of Your Account Information and User Content. We may access, preserve or disclose any of your account information or User Content if required to do so by law or if we have a good faith belief that such access, preservation or disclosure is reasonably necessary, for reasons including to: (i) responding to claims asserted against us or to comply with legal processes; (ii) enforcing this Agreement; (iii) responding to claims that any User Content violates the rights of third parties; (iv) fraud prevention, risk assessment, investigation, or customer or technical support; or (v) the protection of the rights, property or personal safety of the SheFactor Parties, its users or any other person, including the reporting of a suspected crime.
- PROHIBITED ACTIVITIES. SheFactor aims to foster a welcoming, respectful community. Visitors to the Service, Event Participants and Members must be courteous, respectful and exhibit decorum in all interactions with one another and with the SheFactor Parties. In using the Service, it is strictly prohibited for you to engage or attempt to engage in a prohibited activity, or to solicit another party to do the same. We reserve the right, in our sole discretion, to investigate and take legal action against anyone who breaches, or who is believed to have breached this Section, including suspending or terminating your Membership Account and access to the Service. “Prohibited activities” include, but are not limited to, the following:
- any and all discriminatory, rude, harassing (including sexual harassment), lude, disrespectful, discourteous, obscene or other similarly objectional behavior towards a Visitor, Event Participant, Member or any SheFactor Party;
- any action that damages the character, integrity, good will, property or reputation of the SheFactor Parties;
- use of any programs, scripts or algorithms such as viruses, time bombs, trojan horses, spiders, bots, worms or other harmful, or disruptive applications to (i) hack, mine or otherwise gain access to the Service, or any part of the Service, or any other system or network connected to the Service (such as a SheFactor server), (ii) access, acquire, copy or monitor any portion of the Service, (iii) interrupt or disrupt the proper working of the Service or any transaction conducted on the Service, or with any other person’s use of the Service, or (iv) copy or circumvent the structure of the Service to gain or attempt to gain access to materials or information not made available intentionally by us through the Service,
- except with respect to your User Content, to collect, reverse look-up, trace, publish, use, or distribute, directly or indirectly, via any platform, distribution channel or method, any content or information obtained in the Service, including information related to another user, other than User Content;
- modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service;
- impose an unreasonable or disproportionately large load on the infrastructure of the Service, or SheFactor system or network, or any systems or networks connected to the Service;
- disguise your identity or the origin of any communication you send to SheFactor on or through the Service;
- "frame" or "mirror" any part of the Service or the Site;
- use any technique to direct business away from SheFactor, including the use of any solicitation tactic, SheFactor trademark, trade name, service mark, logo or slogan; or,
- use the Service in any manner that violates any law or regulation, domestic or international.
- WARNINGS AND LIABILITY DISCLAIMER
SHEFACTOR IS NOT AN EXPERT ORGANIZATION AND WE DO NOT AND CANNOT GIVE YOU ADVICE OR DIAGNOSIS REQUIRED BY LICENSED PROFESSIONALS (INCLUDING MEDICAL OR FINANCIAL ADVICE). SHEFACTOR DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR ANY INFORMANTION, ADVICE, COUNSELING, COACHING OR OTHER SERVICES PROVIDED BY ANY SHECOACH. SHEFACTOR DOES NOT REPRESENT IN ANY WAY THAT ANY NUTRITIONAL, FITNESS, CAREER, PERSONAL, FINANCIAL OR OTHER CONTENT OR COACHING PROVIDED BY SHEFACTOR OR A SHECOACH CONSTITUTES QUALIFIED EXPERT ADVICE. THE SERVICE MAY OFFER GENERAL CAREER, FINANCIAL, PERSONAL, HEALTH AND FITNESS INFORMATION; THIS INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY. NOTHING CONTAINED IN OR AVAILABLE THROUGH THE SERVICE (INCLUDING SHECOACH SERVICES) IS INTENDED TO BE, AND MUST NOT BE CONSTRUED AS, MEDICAL OR COUNSELING ADVICE. FOR PURPOSES OF THIS AGREEMENT, MEDICAL AND COUNSELING ADVICE MEANS, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR HEALTH CARE, TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. YOU SHOULD NOT RELY ON ANY INFORMATION ON THE SERVICE AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR COUNSELING ADVICE, DIAGNOSIS, OR TREATMENT. THE USE OF THE SERVICE AND ANY INFORMATION PROVIDED ON THE SERVICE IS SOLELY AT YOUR OWN RISK.
PHILOSOPHIES AND REGIMENS RELATED TO CAREER GOAL ATTAINMENT, HEALTH, FITNESS, FINANCIAL SUCCESS, PERSONAL SATISFACTION AND THE LIKE ARE CONTINUALLY UNDER DEVELOPMENT. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO THE ACCURACY, COMPLETENESS, CURRENTNESS OR APPROPRIATENESS OF ANY CONTENT, SUGGESTION, PROGRAM, OR METHOD INCLUDED IN THE SERVICE (INCLUDING THOSE PROVIDED BY SHECOACHES). WE DO NOT GUARANTEE OR WARRANT THAT USE OF THE SERVICE WILL YIELD ANY PARTICULAR RESULT, GOAL OR OBJECTIVE.
YOU EXPRESSLY WAIVE AND RELEASE ANY CLAIM THAT YOU MAY HAVE FOR INJURY OF ANY KIND AGAINST SHEFACTOR, OR ANY PERSON OR ENTITY ASSOCIATED WITH SHEFACTOR, INCLUDING WITHOUT LIMITATION THE SHEFACTOR PARTIES, AND THEIR DIRECTORS, PRINCIPALS, INDEPENDENT CONTRACTORS (INCLUDING SHECOACHES), EMPLOYEES, AGENTS, AFFILIATES AND REPRESENTATIVES.
- DISCLAIMER OF WARRANTIES
To the fullest extent permitted by law, you agree that the Service including without limitation, the Website, platforms, social media sites, Application, Events, and all other content, services and products developed, offered, sold and/or promoted by SheFactor, are provided “AS IS,” “WHERE IS,” “WITH ALL FAULTS” and without any warranty of any kind, express or implied, including any warranty of merchantability or fitness for a particular purpose. Further, we expressly disclaim all liability for the quality, reliability, completeness, accuracy, errors and omissions related to the Service and all content (including SheFactor Content and User Content) provided in the Service. We do not warrant that your access to or use of the Service will be uninterrupted or error-free; that defects, loss or damage in functionality or content will be corrected; that content is non-infringing; or the that Service or the servers that make the Service available are free of viruses or other harmful contents, or the risk of tampering, hacking or intrusion by third parties. Services and products may change without notice, including pricing. SheFactor is under no obligation to update the Service or the content therein and shall not be liable for the failure to correct or update such information. Your use of the Service is therefore at your sole risk.
Some jurisdictions may not allow us to disclaim or exclude some or all of the above described warranties. If you reside in such a jurisdiction, this disclaimer may not apply to you.
SheFactor may take photographs, videos, audio or other recordings during Events, both virtual and in-person, which may include Event participants or attendees. You hereby give the SheFactor Parties the right to record your name, voice, image and likeness by any technological means, including film, digital recording, or other technology (the “Released Materials”). You further irrevocably give the SheFactor Parties, in perpetuity throughout the world and in all media, all right, title and interest in the Released Materials, and in any copies or derivative works made from them. Without limiting the foregoing, permitted uses shall include the right to create derivative works, edit, or to use or not to use the Released Materials in any manner and for any purpose whatsoever, including for outreach, advertising, publicity, exhibition, education or any other promotional purpose and in any media, including social media, website, film, print medium or any media to be future developed. To the maximum extent permissible by law, on behalf of yourself and your heirs, assigns and personal representatives, you hereby waive any right or cause of action in law or equity that you or your heirs, assigns or personal representatives may have or hereinafter acquire against the SheFactor Parties for libel, slander, invasion of privacy, false light, copyright, or right of publicity from the use of the Released Materials by the SheFactor Parties or any other party who use the Released Materials without express authorization of the SheFactor Parties.
- LIMITATION ON LIABILITY
IF YOU DO NOT ACCEPT THE LIMITATION OF LIABILITY BELOW, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE, INCLUDING THE WEBSITE, APPLICATION, SOCIAL MEDIA SITES OR SHECOACH SERVICES.
To the fullest extent permitted by law, in no event shall the SheFactor Parties be liable for: (I) any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for personal injury, death, loss of livelihood, loss of enjoyment, pain or suffering, emotional distress, loss of profits, loss of future earnings, goodwill, use, and/or any other damages or other intangible losses, (II) completeness, errors, inadequacies, mistakes, quality, or inaccuracies as to the content provided through the Service, (III) content posted by other users that you may feel to be defamatory or offensive, (IV) objectionable or illegal conduct of any third party, including other users of the Service, (V) streaming quality or video resolution, Internet bandwidth, device compatibility or viewing capabilities, (VI) availability, interruption or cessation of the Service, (VII) unauthorized access or use of your SheFactor account or login credentials, (VIII) any product or service offered by a third party through the Service including SheCoaches (SheFactor does not monitor, investigate or resolve any transactions or disputes between you and any third party, including a SheCoach), (IX) unauthorized access to SheFactor servers and access or use of your personal or financial information stored therein, (X) malware, including bots, bugs, viruses, Trojan horses, (XI) the security of the Service including the unauthorized access, interception, corruption, damage or misuse of any information you download or share, or (XII) any other loss or damage of any kind incurred as a result of the use of any content published or transmitted, through the Service, whether such above listed claims are based on theories of warranty, contract, tort, or any other legal theory, and whether or not SheFactor is advised of the possibility of such damages. No communication of any kind between you and SheFactor, or a SheFactor representative, shall constitute a waiver of any limitation on liability hereunder or create any additional warranty not expressly stated in this Agreement. In the event that this limitation on liability is not enforceable, ‘s (and each of the its affiliates' listed above in this paragraph), total liability to you shall not exceed the amounts paid by you to SheFactor during the twelve (12) months immediately preceding your claim(s).
Some jurisdictions may not allow us to disclaim or exclude some or all of the above described warranties. If you reside in such a jurisdiction, this disclaimer may not apply to you.
- THIRD PARTY SITES AND LIMITATION ON LIABILITY
The Service may contain links to products or services, including websites or applications, owned or offered by third parties, which you may access by leaving the Service. We do not monitor or control third party linked websites or applications. Reference to any third party or their products or services, including without limitation SheCoaches, on the Service does not constitute an endorsement or recommendation by the SheFactor Parties. We are not responsible for reviewing or approving third parties or the products, services or content made available by them through linked websites, applications or otherwise. You should conduct your own research regarding third parties and their products or services, including those provided by SheCoaches, before engaging with any third party. We do not warrant and will not be liable to you for any damage or loss caused or alleged to be caused, by or in connection with the use of any links, content, products or services made available by third parties, including SheCoaches. In other words, your dealings and communications with a third party you find through the Service, regarding purchase, payment or delivery of goods or services, warranties or any other matter are solely between you and such third party. If you access or use a third party website or application, or use a third party product or service, you do so at your own risk. Before you use any third party product or service, you should review the applicable terms and conditions of use.
- INTELLECTUAL PROPERTY RIGHTS
Unless owned by a third party and licensed to SheFactor (including User Content), SheFactor owns and retains the exclusive proprietary rights in all content in the Service, including the Website and Applications, including without limitation all books, documents, articles, audio recordings, podcasts, images, videos, text, logos, graphics, photographs, illustrations, artwork, software, trademarks, trade names, service marks, and other intellectual property, registered or unregistered, related thereto (collectively, the “SheFactor Content”), each of which are protected by copyright, patent, trademark, trade secret or other proprietary rights, in all forms, media and technologies existing now or hereafter developed. You agree not to copy, download, modify, delete, remove, distort, sell, post, transmit, display, distribute, perform, broadcast, create derivative works, make non-personal use of, make available, or reproduce, in any way, in whole or in part, any SheFactor Content or third party intellectual property, without first obtaining our prior written consent or the prior written consent of the third party owner or licensor. You agree that nothing contained in the Services or this Agreement should be construed as granting any license or right, by implication or otherwise, to use any SheFactor Content or third party content without the express prior written consent of SheFactor, or the third party owner of such content.
We reserve the right, in our sole discretion, to immediately suspend or terminate access to the Service by any user who is alleged or believed to have infringed on the intellectual property rights of SheFactor or a third party, or who otherwise violates any intellectual property laws or regulations.
- THIRD PARTY INTELLECTUAL PROPERTY RIGHTS / DCMA POLICY
It is our policy to investigate any good faith allegations of copyright infringement brought to our attention. In accordance with the requirements of the Digital Millennium Copyright Act ("DMCA”), we will promptly remove materials from the Service if properly notified that the materials infringe a third party's copyright.
- DMCA Notice. If you have a good faith reason to believe that your work, or the work of another for whom you are the agent, has been used in any way that constitutes copyright infringement, and you want us to delete, edit, or disable such content, please provide us with a written notice containing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17, U.S.C. sec 512 (“DMCA”)): (i) information reasonably necessary for us to contact you, such as your name, address, telephone number, and email address; (ii) a description of the copyrighted work that you claim has been infringed and where on the Service the material may be found (e.g., the URL); (iii) to the extent known, information for us to contact the infringing party, such as their name, address, telephone number, and email address; and (iv) a signed statement UNDER PENALTY OF PERJURY that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law, and that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner. Submit this information via by email to: [email protected] or by mail to: SheFactor, Inc., 9511 Silent Hills Ln, Lone Tree, CO 80124, Attn. Online Support.
- DMCA Counter-Notice. If you believe that your content has been removed improperly or by mistake, please provide us with a written counter DMCA notification containing the following information: (i) information reasonably necessary for us to contact you, such as your name, address, telephone number, and email address; (ii) a description of the copyrighted work that you claim has been infringed and where on the SheFactor Service the material you claim to have been improperly removed was originally found (e.g., the URL), (iii) a signed statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled improperly or by mistake, that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which the Service may be found, and that you will accept service of process from the person who filed the original DMCA notice or an agent of such person.
You may submit this information via: 1. Email: [email protected] 2. USPS mail to: SheFactor, Inc., 9511 Silent Hills Ln, Lone Tree, CO 80124, Attn. Online Support.
Please be advised we may request additional information necessary to complete your DMCA notice or counter-notification. Please provide all requested information promptly. If you fail to comply with all of these requirements, your DMCA notice or counter-notification may not be processed, and the alleged infringing copyrighted content may not be removed or restored. You represent that all information you submit in any DMCA notice or counter-notification is accurate.
We may disclose DMCA notices and related communications or other intellectual property complaints with third parties, including those who are accused of infringing intellectual property rights. We will also send complete counter-notifications to the party who submitted the DMCA notice. Please be advised that that party may elect to file a lawsuit against you for copyright infringement. If we do not receive notification that a lawsuit was filed within ten (10) business days after we provide notice of your counter-notification, we will repost the removed content. Until that time, your content will remain removed.
YOU MAY BE SUBJECT TO LIABILITY IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS INFRINGING OR WAS REMOVED OR DISABLED IMPROPERLY OR BY MISTAKE UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f).
Please send your DMCA notice or counter-notification, and any requests or inquiries concerning third party intellectual property to SheFactor at: 9511 Silent Hills Ln, Lone Tree, CO 80124, Attn. Online Support or via email: [email protected].
You agree to indemnify, defend, and hold harmless the SheFactor Parties, from and against any and all liability, claims, damages, liabilities, obligations, losses, costs and expenses (including attorney's fees) that arise from: (i) your access or use of the Service; (ii) participation or attendance at an Event; (iii) your use of any SheCoach services or products; (iv) breach by you of any term of this Agreement; (v) your violation of a third party right, including an intellectual property right, (vi) the use by the SheFactor Parties of any Released Materials; or (vi) any claim related to your User Content. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification and you agree to cooperate with SheFactor in connection with such indemnification obligations. This indemnification obligation shall survive the expiration or termination of this Agreement.
By accessing or using the Service (including the Website, Application, Events or SheCoach Services), you agree that the exclusive means of resolving any dispute or claim between you and the SheFactor Parties arising out of or relating to: (i) this Agreement, (ii) the Service, or (iii) any transaction between us, shall be by binding arbitration. You and SheFactor further agree that any decision regarding the enforceability or validity of this arbitration provision will be determined by the arbitrator and not by any court. You further agree not to, under any circumstances, bring or maintain any claim against the SheFactor Parties as part of a class action, class arbitration, or other representative action or proceeding. In agreeing to this, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT INCLUDING YOUR RIGHT TO A JURY TRIAL. YOU ARE ALSO GIVING UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER CLASS PROCEEDING. If you do not agree to this arbitration agreement and class action waiver, you must tell us in writing and not access or use the Service.
In arbitration, your claims will be heard and determined by a neutral arbiter, not a judge or jury. You are entitled to a fair hearing in front of the arbitrator. Arbitration is usually a more informal streamlined procedure than a court proceeding. An arbitrator can grant the same relief that a court can award. Therefore, decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. The arbitrator will not have the authority to: (1) consolidate claims brought by more than one person against the SheFactor Parties; (2) preside over any representative or class action against the SheFactor Parties; or (3) award damages to a class. Any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. You acknowledge and agree that this class action waiver is material to the agreement to arbitrate disputes.
This Agreement, and any dispute between you and SheFactor, shall be governed by the laws of the state of Colorado without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. Arbitration will be administered by the American Arbitration Association (“AAA“), and conducted under AAA’s Commercial Arbitration Rules (“AAA Rules”) in effect at the time of the dispute. You may obtain copies of the AAA Rules which explain how to begin an arbitration procedure by visiting the AAA website at www.adr.org, or by calling AAA at (800) 778-7879.
In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the SheFactor Parties may be commenced only in the federal or state courts located in Denver, Colorado. You hereby irrevocably consent to the jurisdiction of these courts and waive any right to a trial by jury.
- Integration. This Agreement together with any Additional Terms, SheCoach policies and legal notices published on the Service, shall constitute the entire agreement between you and SheFactor shall and supersede any prior agreements between you and SheFactor with respect to the Service and the provisions of this Agreement.
- Modification. We reserve the right to modify this Agreement in our sole discretion at any time without advance notice. We will post all updated versions of the Agreement through the Service (Website and Application) or by email to you. Modifications will go into effect on the date posted. It is your responsibility to review all modifications. Your access and/or use of the Service after this Agreement is modified will constitute your consent to all revised terms.
- Assignment. We may transfer or assign this Agreement and any of our rights and/or obligations under this Agreement at any time in our sole discretion. This Agreement may not be transferred or assigned by you without SheFactor’s express prior written consent.
- Waiver and Severability. The failure by SheFactor to exercise or enforce any right under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, all other provisions of this Agreement remain in full force and effect.
- Statute of Limitations. All claims or causes of action arising out of or related to the access or use of the Service, or this Agreement, must be filed within one (1) year after such claim or cause of action arises or be forever barred, regardless of any law or statute to the contrary.
- Governing Law and Venue. This Agreement shall be governed by the laws of the State of Delaware, without respect to its conflict of laws principles. Any claim or dispute between you and SheFactor that arises in whole or in part out of this Agreement or from the access or use of the Service shall be decided exclusively by a court of competent jurisdiction located in Denver, Colorado. To that end, you agree that the Service shall be deemed to be based in Colorado and to be a passive service that does not give rise to personal jurisdiction over SheFactor, either specific or general, in jurisdictions other than Colorado.
- Contact and Notice. If you have any questions or comments regarding this Agreement or the Service, please contact us at: [email protected] or by mail to: 9511 Silent Hills Ln, Lone Tree, CO 80124, Attn. Online Support.