Terms & Conditions
Date of Last Revision: July 5, 2023
1. Welcome to Birth Connections LLC!
1.1 Introduction: Birth Connections LLC, d/b/a Birth-Connections.com (“we,” “us,” “our”) provides its services (described below) to you through its website located at Birth-Connections.com (the “Site”) and/or through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (the “Terms of Service”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES, PARTICULARLY SECTION 10 (BINDING ARBITRATION; CLASS ACTION WAIVER), WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.
1.2 Modifications to Terms of Service: We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services’ user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be posted on the Service from time to time.
2. Access and Use of the Service
2.1 Use Description: Birth-Connections.com services, and any content viewed through our service, is solely for your personal and non-commercial use. With your Birth-Connections.com purchase we grant you a limited, non-exclusive, non-transferable, license to access the Birth-Connections.com content and view your course(s) through the service on a streaming-only basis for that purpose. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You agree not to use the service for public performances or record it. Birth-Connections.com may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the service, as well as copies of such materials, whether made in accordance with these Terms of Service or otherwise.
2.3 Member Account, Password and Security: You may never use another’s account, and you may not provide another person with the username and password to access your account. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify RavaeSinclair.com of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Birth-Connections.com will not be liable for any loss or damage arising from your failure to comply with this Section.
2.4 Modifications to Service: Birth-Connections.com reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Birth-Connections.com will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law.
2.5 General Practices Regarding Use and Storage: You acknowledge that Birth-Connections.com may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Birth-Connections.com’s servers on your behalf. You agree that Birth-Connections.com has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Birth-Connections.com reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Birth-Connections.com reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
2.6 Mobile Services: The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you may provide your telephone number. By providing your telephone number, you consent to receive calls and/or SMS, MMS, or text messages at that number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us in pursuing our rights or providing our Services under these Terms of Service, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your RavaeSinclair.com account information to ensure that your messages are not sent to the person that acquires your old number.
2.7 Money Back Guarantee: Unless otherwise noted during your purchase of the Service you choose, as required by applicable law in your jurisdiction, or as set forth in the refund policy applicable to any Service you purchase through a third-party marketplace (see Section 3.3 below), should you become dissatisfied with the Service within the first 5 days after purchase, Birth-Connections.com will refund the full amount of your purchase and subsequently terminate your access, unless it is a download contract which are non-refundable. Refunds are not available for customers 5 days after a purchase. Refunds are not available for accounts that have violated the terms of service; violations are determined at Birth-Connections.com’s sole discretion. If RavaeSinclair.com determines that you are abusing our refund policy, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Service without delivering a refund. To request a refund or to ask a question regarding the 5-day money-back guarantee, email Support at email@example.com.
3. Conditions of Use
3.1 User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. Birth-Connections.com reserves the right to investigate and take appropriate legal action against anyone who, in Birth-Connections.com’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
- email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of RavaeSinclair.com, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose RavaeSinclair.com, or its users to any harm or liability of any type;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
3.2 Fees: To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Birth Connections LLC information regarding your credit card or other payment instrument. You represent and warrant to Birth Connections LLC that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Birth Connections LLC the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and this Terms of Service. You hereby authorize Birth Connections LLC to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Birth Connections LLC know within sixty (60) days after the date that Birth Connections LLC charges you. We reserve the right to change Birth Connections LLC’s prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Birth Connections LLC’s net income.
3.3 Recurring Subscriptions: If you select a Service with an auto-renewal feature (“Recurring Subscription”), you authorize Birth Connections LLC to maintain your account information and charge that account automatically upon the renewal of the Service you choose with no further action required by you. In the event that Birth Connections LLC is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, Birth Connections LLC, may, in its sole discretion: (i) bill you for your Service and suspend your access to the Service until payment is received, and/or (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.
Birth Connections LLC may change the price for Recurring Subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Recurring Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Recurring Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by canceling your Recurring Subscription before the price change goes into effect. Please, therefore, make sure you read any such notification of price changes carefully.
Payments are nonrefundable and there are no refunds or credits for partially used periods. You may cancel a Recurring Subscription at any time, but if you cancel your subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the service through the end of your current subscription period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
If you purchase any Service through a mobile purchase or third-party marketplace (e.g., through the Apple App Store or Google Play Store), the refund policy applicable to that third-party marketplace will apply, unless otherwise explicitly stated by Birth Connections LLC. Except as otherwise explicitly stated by Birth Connections LLC, the third-party marketplace will be solely responsible for making refunds under its refund policy, and Birth Connections LLC will have no refund obligations. Birth Connections LLC disclaims any responsibility or liability related to any third-party marketplace’s refund policy or the third party’s compliance or noncompliance with such policy.
If you subscribed via iTunes on your Apple mobile device, you can cancel by going to your Account Settings in the App Store. You can find Subscriptions in the Settings app on your device under iTunes & App Store, and then select your Apple ID. If you subscribed on our website, you can cancel by contacting Support at firstname.lastname@example.org.
If you subscribed via the Google Play Store on your Android mobile device, you can cancel by opening the Google Play Store and selecting Menu Subscription. You can select the subscription you want to cancel or update and then follow the onscreen instructions.
If you subscribed on our website, you can cancel by contacting Support at email@example.com, or by going to Settings in your account, selecting Cancel under the Subscription and then following the onscreen instructions to continue and cancel subscription. Please see MENTORSHIP TERMS for mentorship terms and conditions.
3.4 Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
3.5 Commercial Use: Unless otherwise expressly authorized herein or by Birth Connections LLC in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
4. Intellectual Property Rights
4.1 Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Birth Connections LLC, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Birth Connections LLC from accessing the Service (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Birth Connections LLC, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Birth Connections LLC.
The Birth Connections LLC, Black Birth Worker Wellness Collective and Ravaesinclair.com names and logos are trademarks and service marks of Birth Connections LLC (collectively the “Birth Connections LLC Trademarks”). Other Birth Connections LLC, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Birth Connections LLC. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Birth Connections LLC Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Birth Connections LLC Trademarks will inure to our exclusive benefit.
4.2 Third Party Material: Under no circumstances will Birth Connections LLC be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Birth Connections LLC does not pre-screen content, but that Birth Connections LLC and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Birth Connections LLC and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Birth Connections LLC, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
4.3 User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant Birth Connections LLC, its affiliated companies and partners (including but not limited to Birth Connections LLC instructors, practitioners and other third parties providing instructional information through the Services, collectively “partners”) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Service (“Submissions”), provided by you to Birth Connections LLC, its affiliated companies or partners are non-confidential and Birth Connections LLC, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Birth Connections LLC may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Birth Connections LLC, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4.4 Health and Medical Disclaimer: Birth Connections LLC does not provide medical advice. Birth Connections LLC only provides general information regarding health, wellness, and physical exercise through its Service. You acknowledge and agree that the Service is not intended to be, and will not be used as, a substitute for medical treatment by a health care professional. You agree to consult your healthcare provider before initiating any physical exercises or wellness practices, and follow your provider’s advice accordingly. You also acknowledge and agree to accept the inherent risks and dangers in participating in new or strenuous health, wellness, and physical exercises. You agree that Birth Connections LLC will not be liable for any injury, loss, or damages arising from your access or practice of the Service’s health, wellness, and/or physical exercise content.
4.5 Copyright Complaints: Birth Connections LLC respects the intellectual property of others. If you believe in good faith that any materials on the Sites infringe upon your copyrights, please send the following information to Birth Connections LLC’s Copyright Designated Agent at firstname.lastname@example.org respectively:
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf;
- A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest.
4.6 Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Georgia and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Birth Connections LLC will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
4.7 Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Birth Connections LLC has adopted a policy of terminating, in appropriate circumstances and at Birth Connections LLC’s sole discretion, users who are deemed to be repeat infringers. Birth Connections LLC may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
5. Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Birth Connections LLC has no control over such sites and resources and Birth Connections LLC is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Birth Connections LLC will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Birth Connections LLC is not liable for any loss or claim that you may have against any such third party.
6. Social Networking Services
However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Birth Connections LLC shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.
In addition, Birth Connections LLC is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Birth Connections LLC is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Birth Connections LLC enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
7. Indemnity and Release
To the fullest extent permitted by law, you agree to release, indemnify and hold Birth Connections LLC and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
8. Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUNDLEBIRTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Birth Connections LLC MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
9. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Birth Connections LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Birth Connections LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL Birth Connections LLC ‘S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID Birth Connections LLC IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
10. Binding Arbitration; Class Action Waiver
You and Birth Connections LLC agree that these Terms of Service affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 10 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us or the Terms of Service or the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
If you have any dispute with us, you agree that before taking any formal action, you will contact us at Birth Connections LLC, 12404 Providence Circle Stonecrest, GA 30038 and email@example.com, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
All disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by the procedures identified above shall be resolved by individual (not group) binding arbitration to be conducted before JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For residents outside the United States, arbitration will be held in Atlanta, GA, and you and Birth Connections LLC agree to submit to the personal jurisdiction of any federal or state court in Atlanta, GA in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including but not limited to any claim that all or any part of these Terms of Services are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Birth Connections LLC shall bear the cost of any arbitration filing fees and arbitration fees for claims of up to $75,000, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in the arbitration including but not limited to attorneys’ fees and expert witness costs unless Birth Connections LLC is otherwise specifically required to pay such fees under applicable law. If your claim is solely for monetary relief of $10,000 or less, and does not include a request for any type of equitable remedy, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing.
You and we agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND Birth Connections LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, you or we may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). You or we may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction to the extent such claims do not seek equitable relief.
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to Birth Connections LLC at the address identified in Section 14 below. The notice must be sent within thirty (30) days of (a) the “Date of Last Revision” date of these Terms of Service as set forth above; or (b) your first date that you used the Services that contained any versions of the Terms of Service that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Birth Connections LLC also will not be bound by them. If Birth Connections LLC changes this ‘Arbitration’ section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in the date of Birth Connections LLC’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Birth Connections LLC in accordance with the provisions of this section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
YOU UNDERSTAND AND AGREE THAT THE ABOVE DISPUTE PROCEDURES SHALL BE YOUR SOLE REMEDY IN THE EVENT OF DISPUTE BETWEEN YOU AND Birth Connections LLC REGARDING ANY ASPECT OF THE SERVICE (INCLUDING THE ENROLMENT PROCESS) AND THAT YOU ARE WAIVING YOUR RIGHT TO LEAD OR PARTICIPATE IN A LAWSUIT INVOLVING OTHER PERSONS, SUCH AS A CLASS ACTION.
You agree that Birth Connections LLC, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Birth Connections LLC believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Birth Connections LLC may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be affected without prior notice, and acknowledge and agree that Birth Connections LLC may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Birth Connections LLC will not be liable to you or any third party for any termination of your access to the Service.
12. Disputes Between Users
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Birth Connections LLC will have no liability or responsibility with respect thereto. Birth Connections LLC reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service constitute the entire agreement between you and Birth Connections LLC and govern your use of the Service, superseding any prior agreements between you and Birth Connections LLC with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Georgia without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in Section 10 above, you and Birth Connections LLC agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within DeKalb County, Georgia. The failure of Birth Connections LLC to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Birth Connections LLC, but Birth Connections LLC may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Under no circumstances shall Birth Connections LLC be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
14. Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
INTELLECTUAL PROPERTY. Any and all works of authorship, ideas, or other information, whether or not copyrighted, trademarked, patented, or otherwise developed in whole or in part by the Company and/or your mentor, whether or not in preparation for and/or in connection with the Services provided herein (collectively “Intellectual Property”), is/are the exclusive property of the Company and shall continue to be the exclusive property of the Company. Materials provided to you by the Company or your mentor are for your individual use only, and you are not authorized to use any of your mentor’s or the Company’s Intellectual Property for any personal, commercial or business purposes outside the scope of this Agreement without prior written permission from the Company. You shall not share, copy, reproduce, duplicate, sell, trade, resell, distribute, exploit, or otherwise disseminate any materials received from your mentor or the Company electronically or otherwise without the prior written consent of the Company. All intellectual property, including, without limitation, your mentor’s Birth Services program materials, processes of your mentoring or coaching processes, any downloadable worksheets or templates, or any custom strategies or coaching tips, shall remain the sole property of your mentor and/or the Company. No license to sell or otherwise distribute your mentor’s or the Company’s materials is hereby granted or implied.
CONFIDENTIAL INFORMATION; HIPAA. The parties agree not to disclose, reveal or make use of any Confidential Information learned of through its transactions together through written materials, during discussions, working sessions, or otherwise, without prior written consent. The term “Confidential Information” means any proprietary information, medical data, personal health information, technical data, trade secrets or know-how, including, but not limited to, research, services, business procedures, potential and current client lists, developments, inventions, processes, e-mail formats, spreadsheets, templates, technology, worksheets, e-mail tips or strategies, designs, marketing, finances, or other business information disclosed between both parties either directly or indirectly; provided, however, your mentor has the right to use work product developed during the Program in mentor’s portfolio, social media, blog, marketing, workshops, and when providing further services, without the prior consent, permission of, or requirement of compensation to you. You agree that you are solely responsible for any information shared online (online forms, intakes, questionnaires, Skype/Zoom sessions, etc.), including any and all HIPAA violations and punitive remedies arising therefrom, and you agree to indemnify, hold harmless, and defend your mentor and the Company from and against any and all claims arising from your use of Confidential Information, or otherwise. This paragraph will survive termination of this Agreement.
INDEMNIFY. Client shall defend, indemnify, and hold harmless your mentor, the Company, and its officers, employees, agents, affiliates, and successors from and against any and all damages, liabilities, or expenses (including, without limitation, attorney’s fees and costs, claims, damages, judgments, awards, settlements, investigations, fees, and disbursements) incurred by your mentor and/or the Company resulting from third parties claims or threats of claims against you arising from (i) the provision of the services contemplated hereunder, (ii) the conduct of business, and (iii) any infringement or violation of any third party right of your mentor’s and/or the Company’s intellectual property. This indemnification obligation shall survive the termination of this Agreement.
LIMITATIONS. Any mentoring services being provided by your mentor do not constitute behavioral health treatment, counseling, or the practice of psychotherapy, though a referral may be offered if these services are needed or requested. Your mentor is not responsible for any decisions made by you as a result of the mentoring sessions, including any consequences thereof. You acknowledge that, should you become involved in litigation, information revealed by you could be discoverable as there is no “mentor-client privilege” in Georgia. Your mentoring services are not to replace evidence-based practice, orders from your doctor, hospital policies and rules of administration. All information provided is considered nursing education and shall not constitute medical advice.
DISPUTE RESOLUTION. In the unlikely event that a dispute should occur between you, your mentor, and/or the Company, you agree that all disputes shall be resolved pursuant to Georgia state arbitration law and be resolved within DeKalb County and that, except as otherwise provided herein, the parties to this agreement are not entitled to and shall not receive attorney’s fees and/or expenses arising out of any such dispute.
NON-ASSIGNABILITY. This Agreement herein may not be assigned or otherwise transferred by client to a third party without prior written approval of your mentor and the Company; however, the Company may replace your mentor without notice to you or your consent.
SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. The Intellectual Property, Confidential Information; HIPAA, and any provisions relating to payments owed under this Agreement shall survive the termination of this Agreement.
RESPONDING TO SUBPOENAS OR REQUESTS FOR OTHER INFO. If your mentor or the Company is required to respond to a subpoena of my records relating to services performed for you, or to testify by deposition or otherwise concerning such services, you agree to reimburse your mentor and/or the Company for its time, travel and all expenses incurred in responding to any such demand, including, but not limited to, loss of earnings, appearing at depositions or hearings, or retaining an attorney.
WAIVER OF LIABILITY. As the express condition of your mentor’s and the Company’s performance of services under this agreement, you agree, on your own behalf and on behalf of all persons or entities you may bind under Georgia law, to waive, and hereby do waive, any rights, claims or causes of action that you may have against your mentor and/or the Company now and in the future with respect to the support and education provided, to be provided, and/or failed to be provided to you, as applicable.
WAIVER OF PROVISION; INTERPRETATION. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement. This Agreement supersedes any prior or future written or oral agreements between the parties, unless this Agreement is modified or amended in writing by all of the parties.