Terms & Conditions
You may also be asked to click “I accept” at the appropriate place prior to your purchase access of the Services. At such time, if you do not click “I accept”, you may not be able to complete your purchase or gain access to the Services.
In order to participate in certain Services, you may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Where such terms are inconsistent with these Terms, the additional terms shall control.
If you are agreeing to these Terms on behalf of a company or other legal entity, you hereby represent that you have the authority to bind such entity to these Terms, in which case the term “You” shall be construed to refer to such entity. You further acknowledge that You will be responsible for ensuring the compliance with these Terms of all individuals using the Services on your behalf, and that any actions by such individuals in connection with the Services will be treated as Your actions for purposes of these Terms.
Positive Intelligence reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to www.positiveintelligence.com. Your continued use of the Services constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as messages within the Services or via email.
Our contact email address for purposes of these Terms is [email protected]. All correspondence to Positive Intelligence including any queries you may have regarding your use of the Services or these Terms should be sent to this contact email address.
THESE TERMS INCLUDE AN AGREEMENT TO RESOLVE DISPUTES BETWEEN YOU AND POSITIVE INTELLIGENCE THROUGH BINDING ARBITRATION, AND A WAIVER OF THE RIGHT TO CONDUCT SUCH PROCEEDINGS ON A CLASS BASIS, AS SET FORTH UNDER THE HEADING “BINDING ARBITRATION; WAIVER OF CLASS CLAIMS” BELOW. IN AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES WITH US PURSUANT TO THE TERMS OF THE “BINDING ARBITRATION; WAIVER OF CLASS CLAIMS” SECTION, AND YOU WAIVE THE RIGHT TO PURSUE SUCH CLAIMS IN COURT BEFORE A JUDGE OR JURY (SUBJECT TO THE EXPRESS EXCEPTIONS DESCRIBED BELOW).
The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By using the Services, you represent and warrant that you: (a) are 18 years of age or older; (b) have not been previously suspended from using the Services; and (c) have full power and authority to enter into these Terms and that, in doing so, you will not violate any other agreement to which you are a party.
Individuals under the age of 18 may utilize the Services only with the involvement and consent of a parent or legal guardian, and are otherwise subject to these Terms.
Your account to use the Services is for use by You and, if applicable, Your designated users and cannot be shared or used by more than one user. You are responsible for all activities that occur in the use of Your account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Submissions you make to the Services; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify us promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Services.
Right of Refusal
Positive Intelligence reserves the right to refuse your participation in our Services in our sole discretion, subject to applicable law. In addition, we, in our sole discretion, reserve the right to suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms or any negative impact to other users of the Services caused by you, as determined by Positive Intelligence in our sole discretion. Such suspension or termination may be immediate and without notice.
Terms of Sale
Access to certain materials on the Services is made available for purchase (“Products”). Your payment for any access to any Products is subject to the following terms:
Fees. The amount of, and terms applicable to, the fees for any Products will be made available via the Services at time of purchase. You may pay for access to the Products in full at the time of your purchase or pursuant to any installment payment plan that we make available.
Installment Payment Plans. If you select an installment payment plan, you hereby grant us permission to automatically charge the applicable fee to your designated payment method at the beginning of each applicable payment period until all payments have been completed, all subject to the terms made available via the Services at the time of your purchase. If you select an installment payment plan, you agree to keep your designated payment method information, including all billing information, current, complete and accurate while any aspect of the payment plan remains outstanding.
Valid Payment Methods. Only valid payment methods acceptable to us, or our designated payment processors, may be used to purchase access to the Products. By submitting your order to purchase access to the Products, you represent and warrant that you are authorized to use your designated payment method and authorize us, or our designated payment processors, to charge your purchase to that method. If your payment method cannot be verified or is invalid, your order may be suspended or cancelled automatically. You must resolve any problem we, or our designated payment processors, encounter in order to proceed with your order.
Refunds. Please consult our Refund Policy (set forth below in these Terms) for information regarding any refunds that may be available for any Products. To be eligible for a refund, you must make a refund request through our customer service team ([email protected]) within the applicable time period set forth in the Refund Policy.
No Cancellations. Other than as expressly stated in our Refund Policy, all sales are final and we do not offer any refunds or cancellations. If you select an installment payment plan, you are obligated to complete all installment payments.
Failure to Pay. A failure to pay an installment payment related to any of the Products may result in the immediate suspension or termination of all Services. Upon suspension or termination, you will no longer be able to access your account and any Services. To maintain access to your account and all corresponding Services, your account and payments must be current and in good standing for all programs and Services for which you have registered. Pursuant to our Refund Policy, if your account is suspended or terminated for a failure to pay, you will not receive any refund except at our sole discretion and any scheduled automatic renewals will not occur.
Errors in Charges. In the event of an error that results in an incorrect charge, we reserve the right to correct such errors and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any erroneous amount charged. In addition, we may, in lieu of a refund as provided in this paragraph, opt to provide you with a service credit, with a value equal to the amount incorrectly charged to your payment method.
Taxes. You are responsible for any applicable sales or use tax, duties, or other governmental taxes or fees payable in connection with your purchase. If you do not pay such sales or other tax or fee on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and we reserve the right to collect such taxes or other fees from you at any time.
Automatic Renewal Terms. Certain Services are made available through ongoing subscriptions (“Subscriptions”). By enrolling in a Subscription program, you agree that a Subscription fee will be billed at the price you agreed to when subscribing to the payment you provide for the then-current Subscription period on a recurring basis until you cancel. The time period and recurring nature of the Subscription will be stated at the time you enroll in the applicable Subscription. If you do not wish for a recurring Subscription to renew automatically, or if you want to change or cancel your Subscription, please email us at [email protected]. If you cancel your Subscription, you may use your Subscription until the end of your current subscription term and your Subscription will not be renewed thereafter. You are not eligible for a prorated refund of any portion of the Subscription fee paid.
Access to Services. Upon payment in full for a program advertised as “lifetime access,” you will receive access to the program that you purchased for the duration of the time Positive Intelligence operates the Services and that specific program, subject to these Terms. We reserve the right to discontinue programs and adjust the Services and programs at our sole discretion. For Subscription programs (i.e., programs not designated as “lifetime access”), you will only receive access to the Services during the term of your Subscription, subject to the requirement to be in “good standing” as set forth above.
Changing Fees and Charges
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. We will notify you at least 30 calendar days in advance of any such change. If you do not agree to the change, you may cancel your membership or applicable Subscription(s) in your account settings or by emailing [email protected].
To be eligible for a refund, you must make a refund request through our customer service team ([email protected]) within the applicable time period for your program as set forth below.
Our standard refund policy is a 30-day, 100% money-back guarantee.
If you are unsatisfied with a Purchase, email [email protected] during the first 30 days after you submitted the Purchase. We’ll refund 100% of your purchase price.
If a different refund time period or other terms are expressly set forth in the terms provided at the time you make a particular purchase, those terms will control any refunds available for that purchase.
Unless otherwise indicated, the Services, including all content, video and other materials on or made available via the Services, are the proprietary property of Positive Intelligence and its licensors and are protected by U.S. and international copyright laws. Any use, copying, redistribution and/or publication of any part of the Services, other than as authorized by these Terms or expressly authorized in writing by us, is strictly prohibited. You do not acquire any ownership rights to any content, video and other materials on or made available via the Services, and we reserve all rights not expressly granted in these Terms.
Non-Exclusive License to Video Recordings
When you attend a presentation and/or class session hosted by Positive Intelligence in connection with our Services, you grant permission to Positive Intelligence to make video recordings and/or audio recordings of the sessions. You further grant to Positive Intelligence a royalty‐free, non‐exclusive License to publish the recordings, including portions containing your image and likeness, in digital video or digital audio video form.
You are granted a limited, non-transferable, non-exclusive, revocable right to access and use the Services in accordance with our Copyright and Intellectual Property Policy; provided, however, that such license is subject to these Terms and does not include the right to do any of the following, all of which are prohibited absent separate express written consent by Positive Intelligence to such action: (a) resell, lease, rent or sublicense any Services or any access to the Services or any content, video and other materials on or made available via the Services; (b) copy, distribute, publicly perform or publicly display any Services or any content, video and other materials on or made available via the Services; (c) modify or otherwise make any derivative uses of any Services or any content, video and other materials on or made available via the Services; (d) download (other than page caching) any content, video and other materials on or made available via the Services, except as expressly permitted in connection with the Services; or (e) use the Services or any content, video and other materials on or made available via the Services other than for their intended purposes. Except as explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights.
You acknowledge that certain materials on or made available via the Services constitute the Confidential Information of Positive Intelligence. Confidential Information refers to certain information that is marked as “Confidential” or “Proprietary” or that we reasonably regard as confidential or proprietary relating to our programs, business, products, processes and techniques, including without limitation information relating to our trade secrets, business plans, strategies, methods and/or practices that is not generally known to the public and is disclosed to you pursuant to your express agreement to maintain the confidentiality of the Confidential Information.
Except as expressly allowed in accordance with these Terms, you agree to hold in confidence and not disclose any such Confidential Information. You agree to protect our Confidential Information from disclosure to any third parties, using at least the same degree of care that you use to protect your own confidential and proprietary information of similar importance, but no less than a reasonable degree of care.
The foregoing obligations shall not apply to the extent that Confidential Information: (i) must be disclosed to comply with any requirement of law or order of a court or administrative body; (ii) is known to you, or in your or our possession, prior to receiving the disclosure of such Confidential Information from us as documented by notes or records; (iii) is known or generally available to the public through no act or omission of you or us in breach of these Terms; or (iv) is validly made available free of any legal restriction by a third party. The duties and requirements under this section shall survive termination of these Terms.
You hereby agree that any unauthorized disclosure of Positive Intelligence’s Confidential Information may cause immediate and irreparable injury to Positive Intelligence and that, in the event of such breach, Positive Intelligence will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
You may have the ability to use the Services to communicate with other users of the Services and create, post, transmit or store any content on the Services, such as text, photos, video or graphics or otherwise interact with certain aspects of the Services that are available to other users.
You agree that you are solely responsible for any content you post, transmit or store on the Services (your “User Submissions”) and that you use the Services at your own risk.
By posting User Submissions, you grant Positive Intelligence a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Submissions via the Services and any other medium. Further, you acknowledge and agree that Positive Intelligence may, but is not obligated to, enforce its rights in the User Submissions against third-party infringers. You represent and warrant that you own and control all of the rights, title and interest in and to any User Submissions you provide or you otherwise have all necessary rights to grant the rights to Positive Intelligence that you grant in these Terms.
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish or send through the Services any User Submission that:
- is unlawful, libelous, defamatory, obscene, pornographic, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable;
- would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, state, national or international law;
- displays, describes or encourages usage of any product we sell in a manner that could be offensive, inappropriate or harmful to Positive Intelligence or any user;
- may violate the publicity, privacy or data protection rights of others, including pictures or information about another individual where you have not obtained such individual’s consent;
- makes false or misleading statements, claims or depictions about a person, company, product or service;
- advertise any product or service or solicit any business;
- does not clearly and prominently disclose any material connections you may have to Positive Intelligence or a third-party brand or seller (for example, if you receive incentives from or are an employee of Positive Intelligence or such third-party brand or seller);
- may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- contains viruses, malware of any kind, corrupted data or other harmful, disruptive or destructive files or code; and
- in the sole judgment of Positive Intelligence, restricts or inhibits any other person from using or enjoying the Services or which may expose Positive Intelligence or its users to any harm or liability of any type.
Positive Intelligence takes no responsibility and assumes no liability for any User Submissions posted, stored or uploaded by you or any third party or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Enforcement of the Terms is solely in our discretion and the absence of enforcement of these Terms in some instances does not constitute a waiver of our right to enforce the Terms in other instances. In addition, these Terms do not create any private right of action on the part of any third party or any reasonable expectation or promise that the Services will not contain any content that is prohibited by these Terms.
Although Positive Intelligence has no obligation to screen, edit or monitor any of the User Submissions posted on the Services, Positive Intelligence reserves the right, and has absolute discretion, to remove, screen or edit any User Submissions posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies and replacing any User Submissions you post or store on the Services at your sole cost and expense.
Positive Intelligence respects the intellectual property rights of others. If you believe that any material available on or through our Services (including, but not limited to, any Submission) infringes upon any copyright you own or control, please immediately notify us by following the steps set forth in our Copyright and Intellectual Property Policy (“Copyright Policy”). As described in more detail in the Copyright Policy, a copy of your notification will be sent to the person who posted or stored the material addressed in the notification. Please be advised that, pursuant to applicable law, you may be held liable for damages if you make material misrepresentations in a notification made under the Copyright Policy. Thus, if you are not sure that material located on or linked to via our Services infringes your copyright, you should consider first contacting an attorney.
Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Services that you provide to us (collectively, “Feedback”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, emailing, or otherwise submitting Feedback to the Services, you grant, and you represent and warrant that you have the right to grant, to Positive Intelligence an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Feedback, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Feedback, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Positive Intelligence has no obligation to acknowledge receipt of or respond to any Feedback. If you make a Feedback, you represent and warrant that you own or otherwise control the rights to your Feedback. You agree to indemnify Positive Intelligence and its affiliates for all claims arising from or in connection with any claims to any rights in any Feedback or any damages arising from any Feedback.
The information contained in the Services is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Services or the information contained on the Services for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
Except as expressly provided to the contrary in writing by Positive Intelligence, the Services are provided on an “as is” basis without warranties of any kind, and, to the extent permitted by applicable law, Positive Intelligence disclaims all statutory and implied warranties, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
Positive Intelligence is an online and mobile provider of professional coaching content in the field of mental fitness. We are not a provider of medical advice or services, nor should the Services or content provided via the Services be considered medical advice. We make no claim or representation that the Services or content provided via the Services has any medical, mental health, or other therapeutic benefit.
The Services and content provided via the Services are intended for general educational and informational purposes only. The Services and content provided via the Services are not a substitute for medical or mental health advice from a qualified health care professional, nor are the services or content provided via the Services a substitute for any medical or mental health diagnosis, treatment, therapy, or care.
- If you suffer from (or have prior history of suffering from) any form of mental health or psychological condition (including trauma), you should consult a licensed mental health professional BEFORE using the Services or content provided via the Services. If a licensed mental health professional advises you not to use the Services or content provided via the Services, you should follow such advice.
- If you are currently taking any medication or undergoing any medical or mental health treatment or therapy, you should not discontinue or modify your medication, treatment or therapy without the approval of your doctor. If you have a health problem (physically or mentally), please speak to your doctor or a licensed health care professional immediately about your condition. You take complete responsibility for your own physical/mental health and emotional well-being. It is up to you to independently assess any decisions, actions or inactions, resulting from or relating to the website or a coaching experience.
- Certain elements of our programs can be challenging and some participants may experience strong emotions or trigger past experience of trauma. Positive Intelligence is not responsible for any effect or reaction you may experience from using the Services or content provided via the Services. If you experience an adverse effect or reaction, you should immediately discontinue your use of the Services and consult with a licensed mental health professional.
- Certain techniques taught or suggested in our programs, such as PQ Reps, include techniques to narrowly focus on one physical sensation or object of attention. You are solely responsible for only using such techniques safely, including by ensuring that you are in an environment and situation that permits you to engage in them safely. You should NEVER use any such techniques when engaged in any activity that requires you to pay attention more broadly in order to keep safe, such as when you’re moving or driving.
POSITIVE INTELLIGENCE DISCLAIMS, TO THE FULL EXTENT PERMITTED BY LAW, ANY AND ALL LIABILITIES (WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, OR OTHER LEGAL THEORIES), FOR ANY ADVERSE EFFECT, REACTION OR CONDITION (WHETHER PHYSICAL, MENTAL, PSYCHOLOGICAL, OR OTHERWISE) WHICH YOU MAY EXPERIENCE AS A RESULT OF USING THE SERVICES OR ANY CONTENT PROVIDED VIA THE SERVICES.
Limitation of liability
To the maximum extent permitted by law, Positive Intelligence’s aggregate liability related to these Terms (whether under contract, tort or otherwise) is limited to the amounts paid by you for the Products. Positive Intelligence will not be liable for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of any other person or business, whether owners, staff, agents or otherwise, affiliated with Positive Intelligence. POSITIVE INTELLIGENCE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT (WHETHER UNDER CONTRACT, TORT OR OTHERWISE).
You agree to defend, indemnify and hold Positive Intelligence (and its directors, officers, members, investors, managers, employees and agents) harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Services, your placement or transmission of any message, content, information, software, or other submissions through the Services, or your breach or violation of the law or of these Terms. Positive Intelligence reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Positive Intelligence’s defense of such claim.
Positive Intelligence offers certification programs for coaches. Upon completion of the requirements and satisfactory passing of the applicable examination(s) (“Certification Exams”), you may be eligible for certification by Positive Intelligence (“Certification”). You acknowledge and agree that you are solely responsible for your compliance with, and understanding of, our policies, terms and conditions relating to certification of coaches (“Certification Policies”). By applying for certification, you acknowledge that you have read, understand, and agree to be bound by our Certification Policies.
We reserve the right to exclude or limit the Positive Intelligence Certification programs to specific regions, countries or other areas at our sole discretion.
We may also impose continuing certification requirements in order to maintain Certifications, as specified by Positive Intelligence in our sole discretion. You must meet all continuing certification requirements to maintain these Certifications. We may, from time to time and in our sole discretion, change or modify certification requirements (both initial and continuing). We will use commercially reasonable efforts to notify you by email to the email address provided to us of any changes to the certification requirements for any Certifications you currently hold.
Anyone obtaining access to our Certification Exams or other Confidential Information is obligated to maintain the confidentiality of this information pursuant to these Terms, including the confidentiality provisions set forth under the “Confidential Information” heading, above. Any individual caught violating the terms of this provision will be permanently ineligible for any Positive Intelligence Certification and shall be decertified from the Positive Intelligence Certification program and all current Certifications associated with it.
Positive Intelligence may revoke or otherwise take action with regard to the application or certification of an individual at any time, with or without cause, by giving thirty (30) calendar days’ prior written notice to the other party.
Without limiting our general right to revoke an application or certification as we determine appropriate as described above, we may revoke or otherwise take action with regard to the application or certification of an individual immediately in the case of:
- Ineligibility for Certification.
- Irregularity in connection with any Certification process.
- Material misrepresentation or fraud in any statement to Positive Intelligence or to the public, including but not limited to statements made to assist the applicant, certificant, or another to apply for, obtain, or retain Certification.
- Misappropriation, or other use in violation of these Terms, of Confidential Information of Positive Intelligence
- Failure to meet the requirements for or maintain the certification requirements.
- Failure to comply with the applicable continuing certification requirements for the relevant Certification.
- Failure to uphold the standards of Certification or use the Certification in such a manner that could bring Positive Intelligence and/or the Certification program into disrepute or cause loss of public trust.
- Any form of representation of our material, including but not limited to content and marketing, that we believe, at our sole discretion, may diminish our brand or otherwise reflect poorly on Positive Intelligence or its products, services or personnel
In the event any of the above occurs, we may provide you with written notice of revocation or other action with regard to your Certification.
Prohibited use of the Services
You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Services. You agree not to violate any of the procedures, policies or regulations of networks connected to the Services, or to use the Services in a manner that is illegal, abusive or inconsistent with their intended use or our grant of access to you. You agree not to impersonate any other person while using the Services, conduct yourself in an offensive manner while using the Services, or use the Services for any illegal, immoral or harmful purpose. While these Terms cannot anticipate all potential misconduct or misuse of the Services, we reserve the right to take action, including suspension or termination of access to the Services, to address any future misuse of the Services.
Breach of these provisions may constitute a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.
Positive Intelligence, PQ, the Positive Intelligence logo, the look and feel of the Services, and any other product or service name, logo or slogan contained in the Services are trademarks, service marks and/or trade dress of Positive Intelligence or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written authorization of Positive Intelligence or the applicable trademark holder. Any authorized use of such trademarks, service marks and/or trade dress must be in accordance with any guidelines provided by Positive Intelligence. Your misuse of the trademarks displayed on the Services is strictly prohibited.
When using the Services, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Services. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
You may have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at [email protected]. We may charge you a reasonable service charge to mail you a paper copy of any communication. We will either include such service charge on our fee schedule or we will first inform you of the charge and provide you with the choice as to whether you still want us to send you a paper copy. Please be sure to state that you are requesting a copy of the particular communication.
You can contact us via email to [email protected] to withdraw your consent to receive any future communications electronically. If you withdraw your consent, we may terminate your use of the Services.
We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications. We will provide you with notice of any such termination or change as required by law.
Binding Arbitration; Waiver of Class Claims
Notwithstanding the paragraph immediately above, You and Positive Intelligence agree that nothing herein will be deemed to waive, preclude, or otherwise limit Your rights or our rights to (i) bring an individual action in small claims court where permitted under applicable law, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek available injunctive or other equitable relief for disputes relating to intellectual property, proprietary data, confidential information or to enforce this dispute resolution clause, or (iv) file suit in a court of law to address intellectual property infringement claims not otherwise precluded by these Terms.
Any arbitration between You and Positive Intelligence will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (or such subsequently adopted rules modifying such procedures) of the American Arbitration Association (“collectively, the “AAA Rules”) as applicable in light of the claims raised and subject to any express modification by these Terms. The arbitration will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or nationally recognized overnight courier (signature required), or, in the event that we do not have a current physical address on file for You, by email (“Notice”). Positive Intelligence’s address for Notice is [email protected]. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, You or Positive Intelligence may commence an arbitration proceeding.
Any arbitration hearings will take place at a location to be agreed upon in San Francisco County, California, provided that if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance-based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
YOU AND POSITIVE INTELLIGENCE AGREE THAT YOU 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. Further, unless both You and Positive Intelligence agree otherwise, You will not request the arbitrator or court to consolidate more than one person’s claims, or to otherwise preside over any form of a representative or class proceeding.
Unless otherwise specifically indicated, all notices given by you to us must be given to [email protected]. We may give notice to you at the email address you provide to us when you register, or delivered through the Services. Notice will be deemed received and properly served immediately when posted on the Services or when an email or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
Term. These Terms shall become effective with respect to you on the date you first accept these Terms by using the Services or otherwise, and shall remain in effect at all times while you continue to have an account with us or otherwise use the Services.
Relationship of Parties. You and Positive Intelligence are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Except as provided in these Terms, there are no third-party beneficiaries to these Terms.
Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
Assignment. You may not assign these Terms or any of Your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Positive Intelligence. We may assign these Terms to any third party in our discretion. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Governing Law. These Terms shall be governed by the laws of the State of California. No choice or conflict of laws rules of any jurisdiction shall apply to these Terms. For all claims other than those subject to arbitration pursuant to the terms of the “Binding Arbitration; Waiver of Class Claims” section set forth above, You agree that You shall only bring any action or claim in respect to these Terms and/or the Services in the state courts located in the County of San Francisco, California, and You hereby consent to the exclusive jurisdiction of such courts for any such action or claim brought by You. Notwithstanding the foregoing, either party shall be entitled to seek available equitable relief (including injunctive relief) in any jurisdiction with a reasonable connection to the subject matter of these Terms or the Services. Each party hereby waives any right to jury trial in connection with any action or claim in any way arising out of or related to these Terms.
Entire Agreement. These Terms constitute the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any contrary language herein, the terms of any separate written agreement entered between Positive Intelligence and You with respect to any commercial relationship or other business interactions between us, including but not limited to any Certifications, or coaching activities by you, shall apply to such activities while these Terms shall continue to govern Your use of the Services defined herein.
These Terms are effective and were last updated on September 12th, 2022.