TERMS AND CONDITIONS

These terms of use (these “terms”) represent an agreement between you and CWB4SW, Inc. (“we,” “us,” or “MARNE SEMICK”) and govern your use of our websites at www.marnesemick.com,and another sites created by us from time to time (the “sites”) and any products or services made available by means of any of the sites (the “products”). We refer to the sites and the products collectively in these terms as the “services.” By using any of the services, you acknowledge that you have read, understood, and agree to be bound by and comply with these terms.

1. SERVICES

MARNE SEMICK grants you a non-exclusive, non-transferrable, revocable license to use the Services, including the Products (subject to payment, where applicable), for your personal use only, in accordance with these Terms. We reserve all rights that we do not expressly grant in these Terms. We may change, suspend or discontinue any aspect of the Services at any time, including the availability of any feature or content. Without limitation of any of our other rights or remedies at law, in equity or under these Terms, we may terminate your license to use the Services, in whole or in part, including your right to use any Products, without providing any refund or cancelling your obligation to make installment payments where applicable, if we determine, in our sole discretion, that you have breached or violated any of the provisions of these Terms.

MARNE SEMICK grants you (as a student) a limited, non-exclusive, non-transferable license to access and view the courses, meditations, and associated content for which you have paid all required fees, solely for your personal, non- commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with a particular courses or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by a MARNE SEMICK authorized representative. This also applies to content you can access via any of our APIs or social channels controlled by us.

We generally give a Lifetime Access license to our students when they enroll in a course. However, we reserve the right to revoke any license to access and use courses at any point in time in the event where we decide or are obligated to disable access to a course due to legal or policy reasons, for example, if the course you enrolled in is the object of a copyright complaint, or if we determine its content violates our Terms.

Lifetime Access is for the lifetime of the Service. If for any reason, we should dissolve of cease to exist, then your access to the Service terminates.

2. PAYMENT

You may purchase licenses to certain Products through a one-time payment or in monthly installments, as specified on the Site(s). When you make a purchase, you authorize us to charge the credit, debit card or PayPal account you provide on a one-time or monthly basis, depending on which payment plan you elect.
We reserve the right to cancel any order for any reason. Possible reasons for cancellation include, but are not limited to the following: fraudulent or potentially orders, incorrect pricing or non-payment.

3. REFUNDS

Each of the Products sold by Us on this Site have their own refund policy noted on the sales page and / or check-out page. If you have questions about a specific policy, please email us at [email protected] before you purchase. Masterminds include a 14 day action-based guarantee where the customer must take certain action steps to be eligible for a refund.  The membership offers no refund but you may cancel before the next billing cycle.  The user must check a box signifying they understand these policies before the purchase is complete.  Please make sure to read these terms in full before making your purchase.

If you cancel a membership, you will have no further right to use that Product. We will have the sole discretion to determine whether you satisfy the eligibility criteria for a refund for  he 14 Day Action based gurantee. For the avoidance of doubt, unless you are eligible to receive a refund, as provided herein, your obligation to continue to make all monthly payments with respect to a purchase shall remain in effect, notwithstanding the cancellation or termination of the applicable license for such Product. Onboarding and monthly fees are non-refundable. Cancelled monthly subscriptions will suspend access to the tech team, any further adjustments to your Kajabi account (including the original build), digital products, Q&A calls, and discounts to our automated marketing platform.

4. YOUR CONTENT

We may provide the opportunity for you to provide content or materials (“Your Content”) by means of the Services, including by your participation in group calls, commenting on blog posts, by communicating with us directly or through other forums. You grant to us and our affiliates a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, assignable, transferrable, right and license to reproduce, display, perform, transmit, modify, publish, create derivative works from and otherwise use Your Content in any formats or media now known or hereafter devised, in connection with our provision or promotion of information products or services.

5. YOUR CONDUCT

You agree that you will not:
(i) use the Services in a manner that (a) violates any applicable international, federal, state or local laws, regulations, rules, ordinances, statutes, requirements, codes or orders of any governmental or judicial authorities; (b) is fraudulent, deceptive or misleading; (c) is threatening, harassing, discriminatory, libelous, defamatory, pornographic or obscene; (d) violates anyone’s rights of privacy, publicity or other rights; (e) violates any contractual or fiduciary obligations; (f) infringes on any copyrights, trademarks, service marks, trade secrets, patents or other intellectual property rights (collectively, “Intellectual Property Rights”); (g) has an adverse effect on our business, reputation or ability to provide Services; or (h) would otherwise be reasonably deemed objectionable under the circumstances;
(ii) violate any program guidelines applicable to use of particular Products or interfere with, impair or disrupt the ability of others to use such Products;
(iii) use the Services so as to impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or provide inaccurate information;
(iv) violate or attempt to violate the security of the Services;
(v) reverse engineer, decompile or disassemble any portion of the Services;
(vi) “scrape” information from the Services by automated means;
(i) interfere with the ability of others or permit any unauthorized access to or use of any Products that you have licensed or to any password applicable to your account for the Services;
(vii) use, redistribute or resell any of the Products or other content of the Services, other than such unremunerated sharing via social media as may be authorized on the Services or otherwise in writing by us; or
(viii) reproduce, modify, display, distribute, sell, re-sell, distribute, publish, disclose, videotape, share, divulge, transfer, exploit or create derivative works from any of the Services, including any Products, in whole or in part, except as expressly provided in these Terms, or

(ix) deliver threats and/or bullying to any employee, participant, coach or member of our community. Either are grounds for termination of service with no refunds and no obligation to complete the contract. Suspension of service includes termination of use for digital courses, online groups, group meetings, Q&A calls, and private sessions with Marne or your coach. No response or communication will be given to you after demonstrating bullying tactics or any threat of legal action, force, or otherwise.

6. PROPRIETARY RIGHTS

As between you and us, we own the Services, including the Products, and any and all graphics, photographs, images, artwork, text, fonts, software and other technology, and the contents, design, layout, functions, appearance and other intellectual property, comprising the Services. The foregoing ownership rights include all Intellectual Property Rights inherent in or appurtenant to the Services. Without limitation of the foregoing, the Services contain proprietary material of MARNE SEMICK, which is protected by copyright and other laws respecting proprietary rights. The Services are also protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. MARNE SEMICK retains all rights in the Services, including all copyright and other proprietary rights worldwide in all media. You may not use the Services except as expressly permitted under these Terms.

7. REPRESENTATIONS AND WARRANTIES

You represent and warrant: (a) that you own all Intellectual Property Rights in Your Content and have the right to provide Your Content via the Services for use as contemplated herein, and (b) that you are at least eighteen (18) years old.

8. INDEMNITY

You agree to indemnify, defend and hold harmless MARNE SEMICK and its affiliates, and all officers, directors, owners, agents, or licensors thereof (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities and costs, including reasonable attorneys’ fees, sustained by the Indemnified Parties in connection with any claim arising out of Your Content, your use of our Products, or any breach by you or any user of your account of these Terms. You shall cooperate as fully as reasonably required in the defense of any such claim. MARNE SEMICK reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

9. DISCLAIMERS; LIMITATIONS OF LIABILITY

(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. THE SERVICES, INCLUDING ANY PRODUCTS, ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b) WHILE WE MAKE GOOD FAITH EFFORTS TO INCLUDE SUBSTANTIALLY ACCURATE INFORMATION IN THE SERVICES, ERRORS OR OMISSIONS MAY OCCUR. IF WE RECEIVE NOTICE OF ERRORS OR OMISSIONS, WE WILL MAKE REASONABLE EFFORTS TO CORRECT THEM IN DUE COURSE; BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR AS TO THE RESULTS THAT WILL BE DERIVED FROM USING ANY OF THE INFORMATION INCLUDED IN THE SERVICES.

(c) IN NO EVENT SHALL MARNE SEMICK OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, DELAY IN USING, OR INABILITY TO USE THE SERVICES. OUR LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, MARNE SEMICK’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE LESSER OF (I) A REFUND OF THE AMOUNT PAID FOR THE PRODUCT AT ISSUE, OR (II) $100.

(d) YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS, ADVICE, CONCLUSIONS OR RECOMMENDATIONS MADE OR GIVEN AS A RESULT OF THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON PRODUCTS. THE SERVICES SHALL NOT CONSTITUTE OR BE CONSTRUED AS A RECOMMENDATION, SOLICITATION, OFFER OR OPINION BY MARNE SEMICK OR OUR AFFILIATES, PRINCIPALS OR CONTENT PROVIDERS, FOR ANY FINANCIAL TRANSACTION OR THE PURCHASE OF ANY FINANCIAL INSTRUMENT, INCLUDING BUT NOT LIMITED TO SECURITIES, OR ANY KIND OF INVESTMENT. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

(e) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. THERE IS NO GUARANTEE THAT YOU WILL OR ACHIEVE ANY PARTICULAR RESULT USING THE TECHNIQUES AND IDEAS PROVIDED IN CONNECTION WITH THE SERVICES. ALL INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES IS INTENDED FOR EDUCATIONAL PURPOSES ONLY, FOR A GENERAL AUDIENCE, AND NOT AS SPECIFIC ADVICE TAILORED FOR AN INDIVIDUAL OR BUSINESS. NONE OF THE INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES SHALL BE CONSTRUED TO CONSTITUTE MEDICAL, PSYCHOLOGICAL, FINANCIAL OR ACCOUNTING, LEGAL OR OTHER PROFESSIONAL ADVICE; WE URGE YOU TO CONSULT WITH AN APPROPRIATE LICENSED PROFESSIONAL IF YOU SEEK ANY SUCH ADVICE.

10. LAW; JURISDICTION

These Terms shall be governed by the laws of the United States of America and the State of California without giving effect to the principles of conflict of laws. YOU AND WE AGREE THAT ANY ACTION OR DISPUTE BETWEEN US WILL BE RESOLVED EXCLUSIVELY BY ARBITRATION IN THE STATE OF CALIFORNIA.

11. PRIVACY

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms, and available on our website. By using any of the Services, you acknowledge and consent to our collection and use of information as set forth in the privacy policy.

12. CHANGES

We may modify these Terms at any time by posting changes on the Sites; however, (i) these changes will only become effective and binding with respect to you after we provide notice on the Sites that these Terms have changed and you first use any of the Services following the date of such posting, (ii) the changes will only apply with respect to your use of the Services after such changes become effective, and (iii) any change in payment obligations will only apply to your subsequent purchases on, or usage of, the Services. If at any time you find these Terms unacceptable and do not agree with them, you thereafter will have no right to use or access the Services.

13. DIGITAL MILLENNIUM COPYRIGHT ACT

If you believe that any of the Services contain content that infringes on your copyright, please forward the following information by email to [email protected] or in writing to CWB4SW, Inc.. P.O. Box 683, Redondo Beach, CA.

• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf;
• Your name, address, telephone number, and email address.

14. LINKS

The Services may contain links to websites that we do not operate. We are not responsible for the content of any such websites, and you should direct any concerns regarding such websites to their respective site administrators or webmasters.

15. MISCELLANEOUS

No joint venture, partnership, employment or agency relationship exists between you and MARNE SEMICK as a result of these Terms and/or your use of the Services. These Terms shall be effective as of the date accepted by you. These Terms represent the entire agreement between you and MARNE SEMICK with respect to the subject matter hereof, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding the Services. MARNE SEMICK may assign these Terms at its discretion. You may not assign these Terms. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced. In addition to money damages, MARNE SEMICK shall be entitled to seek equitable relief where appropriate if you breach of any of these Terms. These Terms are severable and may be construed to the extent of their enforceability in light of the parties’ mutual intent. The titles and subtitles in these Terms are used for convenience only and are not to be considered in construing it. All references herein to “including” and variations thereof shall be deemed to mean, “including, but not limited to.” All references herein to “we,” “our” or variations thereof shall be deemed to refer to MARNE SEMICK. All references herein to “you,” “your” or variations thereof shall be deemed to refer to you individually, if you are entering into these Terms on an individual basis, and to the corporation, partnership or other organization or legal entity that you represent, if you are entering into these Terms on behalf of such organization or entity. Notices to you required or permitted hereunder shall be made to you at the most recent email address on file with MARNE SEMICK. Notices to us shall be sent by email to [email protected] or in writing to CWB4SW, Inc.. P.O. Box 683, Redondo Beach, CA 90277

16. INFINITE ACCESS TO GROUP 2X WEEK CALLS AND DIGITAL LIBRARY:

1. Definition of "Infinite Access": "Infinite access" refers to the access provided to participants in the mastermind container for the duration of the container's active operation, subject to the conditions outlined in these terms and conditions.
2. Right to Modify or Terminate Services: The Company reserves the right to modify, suspend, or terminate the Group 2x week calls and digital library services at any time, for any reason, and without prior notice. Participants acknowledge that "infinite access" does not guarantee the perpetual existence of these services.
3. Non-Transferable and Non-Assignable: The access to Group 2x week calls and the digital library provided as part of the mastermind container is non-transferable and non-assignable. Participants agree not to transfer or assign their access to any other individual or entity.
4. No Refund Obligations: In the event of any changes, termination, or discontinuation of services, the Company is not obligated to provide refunds to participants. Participants understand that "infinite access" is subject to the conditions outlined in these terms and conditions.
5. Disclaimer of Liability: Participants agree that the Company will not be held liable for any loss, damage, or inconvenience caused by any modification, suspension, or termination of services, or in case the Company is unable to continue the services due to unforeseen events, such as the incapacity or death of the Company's owner or operator.

6. Notice of Changes: The Company will make reasonable efforts to provide participants with advance notice of significant changes, such as the discontinuation of services, via email or through a notice on the mastermind container platform.
7. Alternative Offerings: The Company reserves the right, at its discretion, to offer alternative services or compensation to participants in the event of significant changes or termination of services.
8. Jurisdiction and Governing Law: These terms and conditions shall be governed by and construed in accordance with the laws of California, United States. Any disputes arising from or related to the mastermind container shall be subject to the exclusive jurisdiction of the courts in California, United States.

By participating in the mastermind container, participants agree to be bound by these terms and conditions regarding "infinite access" to Group 2x week calls and the digital library. The Company encourages participants to review these terms regularly for any updates or changes. If participants do not agree with these terms, they should refrain from participating in the mastermind container.