REFINEMENT – TERMS OF SERVICE

This Terms of Service (“Agreement”) is between You, the user and Refinement LLC (the “Company”) with respect to participating in “Services” with Company.

1. Scope of Services

The “Services” to You, the “Client” include but are not limited to: 1:1 coaching “Sessions” and access to Company’s on-demand workout library (“Membership”). Session and Membership terms are further described below.

2. Payment Terms

(a) Payment, Expiration. All Sessions must be paid for in advance through Company’s scheduling and payment system, through third-party integration platform Arketa (the “Site”). Purchases are not eligible for transfer, exchange, or refund.

Sessions expire 3-months from the date of purchase. You are responsible for noting all expiration dates; Refinement will not send reminders or follow-up. Remaining credits at the expiration will be forfeited and will not roll-over or be converted into Refinement credit.

(b) Account. Upon your first purchase of the Session, or first use of the Site You will be prompted to create an “Account”. Your Account is protected via password and where You will purchase and book Sessions, access certain purchased products, securely store credit card information, and make updates to your Membership.

All fees and charges (including any taxes and late fees, as applicable) may be charged to a valid and up-to-date debit or credit card saved on file, as further described below. As some services require auto-billing for continued monthly access, You agree to maintain valid credit card information as part of your Account information when applicable.

To the extent that You provide Company with credit/debit card(s) information for payment on your account, Company shall be authorized to charge your card(s) or account(s) for any unpaid charges on the dates set forth in this Agreement.

In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed to, as well as any penalty/late fees as detailed below.

(c) Late Payment Fee. If any fee remains unpaid on the 7th day following its due date, a late fee of three percent (3%) of the payment due will be assessed; a late fee will be assessed following each subsequent 7-day period. Company reserves the right to restrict your access to the services unless and until all outstanding fees have been paid in full.

(d) Payment Processor: Payments made on the Sites are processed by the third-party payment processor via Arketa. You must store a valid and up-to-date debit or credit card on file within your Account for: (1) incidental charges such as late-cancel fees, (2) ease of transaction, (3) for enrollment in the Membership which does require a credit card on file to enroll, and/or 4) recurring payments for Services on a payment plan. In such event that an incidental charge needs to be made the cardholder and account holder gives permission to Refinement to charge the card on file. Site. Additionally, the cardholder and account holder may give permission to Refinement to charge the card for auto-renewing and auto-debiting memberships.

(e) Payment Security and Disputes. It is Refinement’ intention for You to be happy with your participation and education in the services. Due to the extensive time, effort, preparation, and care that goes into creating and/ providing the Services, all sales are final, and no refunds will be provided, unless otherwise provided by law.

You agree that You will not issue a chargeback for any payment made as You are fully aware of the Refund Policy. Should You attempt to issue a chargeback with your financial institution, this Agreement will automatically terminate for a material breach of the terms, regardless of whether the attempt is successful or not. You will lose all access to all credits purchased from Refinement.

Lastly, You agree to not fraudulently initiate any payment disputes at any time to Company’s account through your financial institution. If You inadvertently disputes a charge made to the account, You agree to immediately cancel/withdraw such a dispute. You agree to not cancel the credit/debit card that is provided as security without Company’s prior written consent. You are responsible for any fees, including attorney’s fees, associated with recouping payment on chargebacks and any collection fees associated with such an event.

(f) You understand that your success in the Services is dependent upon your level of participation in the Services. To get the most out of the Services, You must also work to implement the tools and strategies learned throughout the Services and make considerable efforts toward your own business development on your own time during the term of the Services. You are responsible for requesting support from Company when needed.

3. Membership

Refinement offers a Membership, which refers to a renewing monthly access to an “On-Demand Library” of workouts and classes. Memberships are automatically billed monthly, renew on the same calendar date until canceled, and have no minimum commitment.

(a) Membership Cancellation: Your Membership will continue to renew each month unless cancelled within your Account. Failure to timely cancel will result in an auto-renewal. When You cancel prior to the next billing date, You still maintain access to the Membership through the end of your billing cycle. If You do not cancel prior to your billing date You will be automatically billed, with no refund, for the subsequent month and continue to have access until your next billing date, at which point your Membership will be considered cancelled and You will not be billed further.

(b) Auto Debit: You authorize Refinement to, on the same of the day of each month of the membership, automatically charge the debit or credit card account You specified, for the auto-debit plan associated with your account, on the billing due date. You understand and acknowledge that (1) Refinement will initiate transfers/charges pursuant to this authorization not to exceed the amount shown on the billing invoice and/or in connection with cancellation fees per the cancellation policy. Refinement may discontinue processing of recurring charges if it is unable to secure funds from your debit/card due to, but not limited to, insufficient or uncollected funds in the account or insufficient or inaccurate information provided; (2) it is your responsibility to keep a current card on file with accurate billing information. Refinement cannot be held responsible for errors in processing due to expired or inaccurate information; and (3) Refinement is not responsible for any bank overdraft fees that may occur.

4. Cancellations and Refunds

(a) This Agreement may also be terminated by either Party in writing via e-mail. Written notice shall be provided at least thirty (30) days before the date of intended termination. Upon cancellation by Client, access to the Program and Services will be terminated. However, cancellation of the participation and/or this Agreement by Client will not extinguish the Client’s obligation to pay the full Program fee as outlined in this Agreement. Client will remain obligated to pay all remaining unpaid Program fees in full.

(b) In the event that Client engages in abusive or unprofessional behavior in the Program, towards representatives of Company or other Program members, if applicable, Company reserves the right to cancel Client’s participation and terminate access to the Services, without notice. No refund will be provided in the event that this takes place. Client will remain obligated to pay all remaining unpaid program fees in full.

(d) Late Cancellation and Rescheduling. Sessions/calls will be scheduled, rescheduled, and cancelled using the Sites. All Sessions must be cancelled at least 24-hours prior to the start time. If you do not cancel or reschedule before the 24-hour cancellation window closes, or You no-show, You will lose your Session credit. Note there are no refunds for a timely cancelled Session; your Account will be credited for the Session only

Cancellations and reschedules may be done online only via (1) your Account, or (2) the confirmation email sent at the time of booking. Cancellations via texting, Facebook messenger, Instagram, and other social media platforms are not valid forms of cancellation, and You will be charged if the booked session or class is not properly canceled outside the cancellation window.

In the event of an emergency on their part, Refinements reserves the right to move any Session to another mutually agreeable time, or to cancel it outright. In this rare instance that Refinements must do so, You will not be charged for the changed, and You will be promptly rescheduled.

(f) The Services, including the Membership, cannot be paused or placed on hold for any reason without the written authorization of Company.

Force Majeure: In the event that any cause beyond reasonable control, including, without limitations, “acts of God”/nature, war, curtailment, or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisories, labor strikes or civil disturbances, unforeseen or foreseen human-initiated circumstances, health or travel restrictions, quarantines, lockdowns or precautions imposed by any government entity or agency, local, state or federal law or ordinance, or other instances, make it inadvisable, illegal, impracticable, or impossible for Refinements to perform any responsibilities or obligations under this Agreement, either because of unreasonable increased costs or the risk of injury, Refinements is not be liable for a reasonable period of delay or for the inability to indefinitely fulfill the responsibilities and obligations.

5. Communication

Communication in our relationship is of the utmost importance. All communication will take place via e-mail. All communications will be acknowledged/responded to within 24-48 business hours, not including weekends or holidays.

If there will be a time that either the Party will be unavailable (vacation, illness, etc.), that needs to be communicated, and a check-in date established.

Our contact info is: support@movewithrefinement.com

6. No Guarantees

(a) We cannot guarantee the outcome of the Services and/or participation in the Program. We make no guarantees other than that the Services shall be provided to You in accordance with this Agreement. You acknowledge that Company cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by Company. Any testimonials or reviews shared by Company are not a representation of guaranteed results, only possible results. Any client not achieving his or her desired results is not grounds for a refund.

(b) Technical issues. If the learning materials provided via the online learning platform (Arketa, Teachable, etc.) are inaccessible, Company shall have 72-hours to re-deliver access, or as soon as reasonably and practicably possible considering the circumstances.

(c) From time to time, and upon Client’s request, Company and/or its representatives may provide Client with recommendations or referrals for third-party service providers. Company in no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.

(d) Affiliate links. Company may provide Client with affiliate links under which Company may benefit monetarily. Company in no way guarantees the quality of service provided by any third party and bears no liability with respect to such service or experience.

7. Confidentiality

(a) Client Information. Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (“Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified here without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information.

(b) Company Information. Client agrees to keep confidential any Confidential Information, shared by Company in the Program. Any Confidential Information shared by Company, its employees, or contractors is confidential, proprietary, and belongs solely and exclusively to Company. Client agrees not to disclose, reveal, or make use of any Confidential Information or any transactions, during discussions, in the Facebook group, or otherwise. Client agrees not to use such Confidential Information in any manner. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss, and theft.

(c) Non-Disparagement. Client shall, during and after the participation in the Program, refrain from making any statements or comments of a defamatory or disparaging nature to any third-party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services, or products, other than to comply with law. This provision in no way restricts a Client’s ability to communicate reviews or performance assessments about a Company’s goods or services.

(d) Violations of Confidentiality. Client agrees that if Client violates or displays any likelihood of violating this Section 7 the Company will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.

(e) Client Features. Notwithstanding the above section, Company may choose to feature Client on its website, social media channels, etc. Client agrees to allow Company to share its likeness, achievements, and success, unless otherwise agreed to by the Client. Company agrees to maintain the confidentiality of any and all sensitive and confidential information and to provide Client with a preview of the feature prior to publication on its website. Features which do not name or identify Client directly will not require prior authorization.

8. Ownership of Intellectual Property

(a) Intellectual Property Ownership. Client agrees that the Services contain proprietary content (“Intellectual Property”) that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the world in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan, or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property or that in any way violate Company’s Intellectual Property, without Company’s written consent. Any registered or common law trademark, service mark, logo, or tagline used in conjunction with the Program is property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.

Movement Magic™, MAGIC Habits™, and Refinement LLC™ are trademarks of Refinement LLC. The Magic of Movement™ is a copyrighted work of Refinement LLC.

(b) No Resale of Services Permitted: Client agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Program (including course materials and other intellectual property assets), use of the Program, or access to the Program. This agreement is not transferrable or assignable without the Company’s prior written consent.

(c) Client agrees to not share access to the materials with others. This includes parties that have not purchased access to the Program, or any other third party that Company has not authorized access to.

(d) Recordings. Calls and meetings may be recorded by Company. Client may be provided access to these recordings via the online forum or other means provided by Company. Client agrees and consents to the recording of any calls, meetings, or conversations which take place as part of this Agreement. Company reserves all rights in any and all recordings.

9. Warranties

(a) Company’s Warranties. Company represents, warrants, and covenants that Company has full authority to enter into this Agreement and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties. Client represents, warrants, and covenants that Client has full authority to enter into this Agreement and has or will obtain all of the necessary consents, rights, licenses, clearances, releases, or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties, whether performance is due now or during the Term.

(c) Except for the express warranties provided throughout these terms, neither party makes any other warranties, express or implied.

10. Limitation of Liability

(a) In no event shall Company have any liability to Client for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort, or under any other theory of liability, whether or not either party has been advised of the possibility of such damage; and

(b) In no event shall Company’s liability to Client exceed the fees paid by Client under these terms, whether in contract, tort, or under any other theory of liability.

(d) Client understands that the information presented in the Services is not legal, financial, therapeutic, mental health, or medical advice and Company is not a law firm. All of the information provided throughout the Services, including the resources delivered via phone/video conference, e-mail, in the online forum, live events including webinars and video/audio recordings educating about business, laws, health, and/or finance-related information, are resources for educational and informational purposes only and should not take the place of hiring a licensed professional. Client understands that Company does not and will not provide any form of diagnosis.

If a coach or individual within the Program is licensed in some professional manner (JD, MD, RN, PA, LMFT, Therapy/Mental health professionals, etc.), Client understands that these individual(s) are not acting within their capacity as a licensed professional(s) and provide information for educational purposes only.

11. Media Release

You grant Refinement, its representatives, employees, agents and/or assigns the right to take digital recordation of You and your property while engaging with and/or interacting with Refinement and/or participating in a Service with Refinement, and to use and publish these photos or videos in print and/or electronically.

By agreeing to be filmed, photographed, and/or otherwise documented by Refinement, You, on behalf of yourself, heirs, representatives, executors, and assigns, irrevocably grant Refinement the absolute and unrestricted right and permission throughout the universe and forever to copy, reproduce, adapt, edit, summarize, copyright, publish, exhibit, distribute, perform, and otherwise exploit by any and all uses such content, with or without my name, without compensation, for any lawful purpose, including but not limited to: publicity, illustration, advertising, and web content. You further agree that Refinement is the lawful owner of all digital files, and accordingly, waive any right that You may have to inspect and/or approve the finished product or the copy that may be used in connection therewith, wherein your likeness appears, or the use of which may be applied.

12. Entire Agreement; Modification

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. Parties may amend this Agreement by mutual Agreement and in writing, signed and agreed to by both parties.

No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making the waiver.

13. Assignment

This Agreement shall be binding on the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement.

14. Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:

Refinement LLC

1604 E. Nectarine Ave

Lompoc, CA 93436

E-mail: support@movewithrefinement.com

To Client at Client’s mailing and/or e-mail address provided at the time of purchase.

Any party may change its address for purposes of this section by giving the other parties written notice of the new address.

15. Governing Law; Venue; Mediation

This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California. The exclusive venue for any proceeding based on or arising out of this Agreement shall be Santa Barbara County, California. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, after a good faith effort to resolve such dispute amicably. Parties shall share in the costs. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.

16. Recovery of Litigation Expenses

If any legal action or any other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.