NOTICE: These Terms and Conditions are legally binding. It is your responsibility to read these Terms and Conditions carefully prior to purchase, use, or access to any Shalea Brown LLC products, or services.
These Terms and Conditions shall act as an agreement (Agreement) between you (“Client”) and Shalea Brown LLC. (“Service Provider”). This agreement shall also act as a licensing agreement for the access and use of materials which are made available or become available to the Client during the term of this Agreement. It is understood that the Client may also be referred to as (“Licensee”) throughout this Agreement.
This Agreement shall be deemed effective when the Client completes an initial purchase or gains access to material, templates, courses and/or services from the Service Provider and shall remain in full effect until the Agreement is terminated by a party or parties to the Agreement. Either party may terminate this Agreement for any reason by giving 30 days’ written notice of termination to the other party.
This Agreement is controlled by the following terms and conditions:
DEFINITIONS
“Material” - as used in this Agreement means information, records, and other material that, as a result of this Agreement, is produced or provided by the Client to the Service Provider;
“Template” - as used in this Agreement, template(s) includes any graphic design, template, logo, branding image, email, card, document, studio tool, font, or texture that is designed and created by Shalea Brown LLC and that is available for licensing or present on Shalea Brown LLC website. Templates also include those included in the Service Providers courses.
“Courses” - as used in this Agreement, includes any course(s) created by Shalea Brown LLC, including but not limited to The Content Creation Workshops.
“Customized Template” - as used in this Agreement means a template that has been produced as a result of a request from the Licensee of which contains specific custom characteristics.
“Services” as used in this Agreement means any service provided to the Client as described throughout this Agreement.
SERVICES
With the monthly membership, the Client will have access to the Service Providers material, courses and community training calls. The material covered in the community training calls will vary depending on the needs of the overall community. The Client will have access to all of the following: Content Creation Workshop, Resource Hub, Community training calls, Community Q&A calls.
FEES & PAYMENT
The Client agrees to pay the Service Provider ongoing monthly membership fees as advertised and agreed upon at the time of initial purchase, plus any applicable taxes payable by the Client under law or agreement with the relevant taxation authorities.
The Service Provider reserves the right to make changes to the monthly membership fees by providing the Client with 60 days notice of said change in writing.
An automatic recurring payment will be charged each month following the initial purchase payment. The Client will not receive advance notice of this payment and may access their statements through their client portal.
In the event the Client's automatic recurring payment is declined or unable to be processed for any reason, the client will receive a copy of the payment due and the payment will be retried on subsequent days. In the event payment is received within a reasonable time frame the Service Provider reserves the right to terminate this Agreement and the Clients access to the Services..
The Client may at any time request to change the Credit Card used for Automatic Recurring Payments by providing notice to the Service Provider at contact@learnwithshalea.com.
All payments made by the Client under the terms of this Agreement are non-refundable and non-assessable. The Client maintains the responsibility to pay any outstanding fees under the Agreement in the event the Agreement is terminated.
LICENSING
This Agreement gives the Client the right to use Shalea Brown LLC templates or customized templates as established below:
Permitted Uses - Effective upon this Agreement and receipt of payment from Licensee, Shalea Brown LLC grants Licensee a non-exclusive license to download, reproduce and use Shalea Brown LLC templates as necessary for Licensee’s personal or internal business purposes, provided Licensee complies with the terms of this Agreement. Internal business purposes do not include use by a third party or any parent, subsidiary, affiliate, partner, or licensee of Licensee.
Downloading: Licensee may download a template from Shalea Brown LLC website up to three (3) times at one (1) IP address.
Restrictions on Use - Shalea Brown LLC templates are licensed, not sold. In signing this Agreement, Licensee receives no title to, ownership of or legal rights to any of Shalea Brown LLC templates. The Licensee agrees it will not:
Modify, create derivative works from, or otherwise alter any of Shalea Brown LLC templates. Licensee has no right to use Shalea Brown LLC templates to develop a different template, even to the slightest extent.
Distribute to any other party, display publicly, sublicense, share or make available for use any of Shalea Brown LLC templates. Licensee must not distribute Shalea Brown LLC templates to its client(s) in a way that allows the client(s) to reproduce or re-use the template.
Reverse engineer, disassemble, decompile or attempt to derive any source code or base construction of Shalea Brown LLC templates.
Download and use a template at more than one IP address, unless otherwise agreed to with Shalea Brown LLC in writing.
ACCESS AND USE OF ONLINE COURSE CONTENT
Any and all materials, paid or free, that the Client accesses on this or any related domains that contain the Service Providers Offering are under the sole ownership or licensed use of the Service Provider.
To be clear, the Service Provider owns the page layout and design, overall look and appearance, individual graphics, icons, videos, written material, logos, taglines, and trademarks (common law or federally registered). The Client may not reproduce any part of the Service Providers Website(s), program(s), product(s), materials, or related communications.
The Client agrees that their access and use is solely for the duration of this Agreement, during which time period they will be receiving a limited, non-transferable, non-exclusive, revocable license for non-commercial use only in order to access any content or materials in the Offering the Client has paid for or opted to receive. The Client acknowledges that if they commit or have committed infringement in a manner that materially harms the Service Provider, the Service Provider has the right to seek damages and/or an injunction to remedy the situation until Service Provider is made whole.
To clarify, the Client is permitted to do the following:
Access the Offering for use by one (1) individual. (if additional members require access to the Offering, additional purchases must be made at a rate of one per user).
Download and/or print any Offering materials for business or personal use.
Use the Service Providers trademarks and copyrighted materials with prior written consent and proper credit and marking, namely and citing ©Shalea Brown LLC as the source of the materials.
The Client is not permitted to do the following:
Re-sell or trade their access to the Offering(s).
Share the Offering(s) with any person who has not yet purchased or opted in to receive it.
Reprint or republish any of the Offering(s), in part or in whole.
Distribute any of the materials contained in the Offering(s) or related materials and/or communications as their own.
Reproduce and alter, edit, copy, remix, or in any way create a derivative of any part or whole of the Offering.
Claim ownership or use over any of the Service Providers Intellectual Property without prior written consent, which includes (but is not limited to): course materials, worksheets, workbooks, lessons, videos, and any other content; trademarks such as names, logos, taglines, or other unique source identifiers; or trade dress including the look and feel of the Offering(s) (and its related communications and materials).
Use the Service Providers Offering(s) or any related materials and/or communications in an unlawful way or for any illegal or unlawful purpose(s).
INTELLECTUAL PROPERTY
Ownership of Intellectual Property. Shalea Brown LLC shall retain all rights, title and interest in and to any and all intellectual property rights in and to all Templates, Courses and Materials, including but not limited to trademarks, logos, designs, and any other proprietary material provided by Shalea Brown LLC to the client under this Agreement.
License to use Intellectual Property. Subject to the terms and conditions of this Agreement, Shalea Brown LLC. grants to the client a limited, non-exclusive, non-transferable license to use the Templates, Courses and Materials for the purpose of the client's business. This license does not include the right to resell, distribute, sublicense or use the Templates, Courses and Materials for any other commercial purposes.
Restrictions on use of Intellectual Property. The client shall not use, copy, modify, distribute, or create derivative works based on the Templates, Courses and Materials without the prior written consent of Shalea Brown LLC
Infringement of Intellectual Property. The client shall immediately notify Shalea Brown LLC of any actual or suspected infringement of the intellectual property rights in the Templates, Courses and Materials.
Credit to Shalea Brown LLC The client shall give credit to Shalea Brown LLC in all uses of the Templates, Courses and Materials as the provider of such materials.
Compliance with Law. The client shall use the Templates, Courses and Materials in compliance with all applicable laws, including but not limited to laws related to intellectual property.
No Implied Rights. Nothing in this Agreement shall be deemed to grant to the client any rights or licenses to Shalea Brown LLC intellectual property rights except as specifically set forth in this Agreement.
IMPLEMENTATION OF STRATEGIES
Client's Responsibility. The client acknowledges that Shalea Brown LLC provides the Services, Training and Materials as a guide, and it is the client's responsibility to ensure that the strategies provided are suitable for their business and that they are properly implemented. The client shall be solely responsible for any misinterpretation or failure to properly implement the strategies provided by Shalea Brown LLC
Limitation of Liability. Shalea Brown LLC shall not be liable for any damages, losses or expenses arising out of or in connection with the client's misinterpretation or failure to properly implement the strategies provided by Shalea Brown LLC
Indemnification. The client shall indemnify and hold Shalea Brown LLC harmless from and against any and all claims, damages, losses or expenses, including reasonable attorneys' fees, arising out of or in connection with the client's misinterpretation or failure to properly implement the strategies provided by Shalea Brown LLC
Compliance with Laws. The client shall use the strategies provided by Shalea Brown LLC in compliance with all applicable laws and regulations.
No Guarantee of Results. Shalea Brown LLC does not guarantee any specific results from the use of the strategies provided by Shalea Brown LLC and the client should not rely on any specific results from their use.
REQUEST FOR PERMISSION TO USE CONTENT
If the Client wishes to use, publish, or access any of the Service Providers Content, Offering(s), or related materials, the Client must first receive written consent from the Service Provider prior to commencing use of the same.
DELIVERY AND ACCEPTANCE
Once Licensee accepts this Agreement, Licensee will be entitled to download templates for which Licensee has paid for and been granted access to. By making the templates available for download from its website, Shalea Brown LLC satisfies its responsibility to deliver its templates to Licensee. By accessing and/or downloading the templates, Licensee accepts full delivery of the templates by Shalea Brown LLC
AGREEMENT MODIFICATIONS
Shalea Brown LLC reserves the right to change or amend this Agreement. In such an event, Shalea Brown LLC will notify the Licensee of the modified Agreement.
WARRANTIES
Download - Shalea Brown LLC warrants that Licensee will be able to download its templates from Shalea Brown LLC website.
Ownership -Shalea Brown LLC warrants that it is the owner of the templates offered for licensing on its website. It has full power and authority to license its templates. Licensee warrants that no third party has ownership rights to any materials Licensee requests for use in a customized template.
Disclaimer - Except as provided in this Agreement, Shalea Brown LLC makes no warranties, whether express or implied, of merchantability, usefulness or fitness for a particular purpose of its templates. Shalea Brown LLC does not warrant that its templates will function without interruption or in accordance with Licensee’s intentions.
Limitation of Liability - Besides as otherwise authorized in this Agreement, Licensee agrees to hold Shalea Brown LLC harmless in any cause for damages, negligence, strict liability or tort, even if such damages were foreseeable. Nothing in this Agreement shall create additional liabilities, remedies or causes of action against Shalea Brown LLC. Shalea Brown LLC shall not be held liable for any claims by third parties against Licensee. Shalea Brown LLC shall not be held liable for any claims by third parties based on any material requested by Licensee for use in a customized template.
In no event shall Shalea Brown LLC total liability to the client, whether in contract, warranty, tort (including negligence), or any other legal or equitable theory, exceed the total amount paid by the client to Shalea Brown LLC for the services provided under this Agreement.
PRODUCT LIABILITY
The Client acknowledges and agrees that Shalea Brown LLC shall not be liable for any damages, losses, or injuries resulting from the use or misuse of any digital products, including but not limited to courses and materials provided by Shalea Brown LLC
The Client assumes full responsibility for any and all risk associated with the use of any digital products provided by Shalea Brown LLC
To the fullest extent permitted by law, Shalea Brown LLC makes no warranties, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement or arising from a course of dealing, usage or trade practice, with respect to the digital products provided to the client.
Shalea Brown LLC shall not be liable for any damages, including, but not limited to, direct, indirect, special, incidental, or consequential damages, losses or expenses arising in connection with the use or inability to use the digital products provided by Shalea Brown LLC
The Client agrees to indemnify and hold Shalea Brown LLC harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or in any way connected with the use of the digital products provided by Shalea Brown LLC
This product liability clause shall survive the termination of this Agreement.
INDEMNITY AND WAIVER
Indemnity and Waiver from the Client with respect to services under this agreement. The Client will:
waive any and all claims that the Client may have or may in the future have against the Service Provider, its successors and assigns, and as applicable its directors, officers, employees and agents (hereinafter collectively referred to as the “Releasees”) and to release and forever discharge the Releasees from any and all liability for any claim, action, loss, damage, expense, or injury that the Client may suffer as a result of the Agreement; and
hold harmless and indemnify the Releasees from any and all actions, claims, liabilities, injuries, damages, losses or costs for anything resulting from the Agreement.
Indemnity with respect to licensing - Except where Licensee has breached this Agreement, Shalea Brown LLC will indemnify Licensee, including any of Licensee’s employees, shareholders, insurers, agents or officers, against any third-party claim, suit or proceeding against Licensee or the above-mentioned parties, for infringement of a patent, copyright or other intellectual property by one of Shalea Brown LLC templates, upon prompt notice by Licensee to Shalea Brown LLC
In such an event, Shalea Brown LLC will control the defense of its template. Licensee agrees to indemnify Shalea Brown LLC, its employees, shareholders, insurers, agents or officers, against any third-party claim, suit or proceeding against Shalea Brown LLC for infringement of a patent, copyright, other intellectual property or any other rights of the third party based on any actions of Licensee or based on any material in a customized template that was requested by Licensee.
SECURITY
It is the clients responsibility to secure their username and password from theft or any other means of unauthorized use that would violate these Terms and Conditions. The Service Provider does not store any whole credit card numbers or payment information, and instead, these are processed through third-party processors such as Stripe, or PayPal. By utilizing these payment processors to gain access to the Offering, the Client indemnifies the Service Provider and instead assumes any and all risk or liability for the security of the payment details, and agrees to be bound by the third-party payment processor’s applicable terms and conditions of use.
PRIVACY PROTECTION
Confidentiality - Both Parties agree to treat all information obtained as a result of this Agreement as confidential, and will not permit its disclosure or use without the other parties prior written consent except as required to perform the Service Provider’s obligations under this Agreement or to comply with applicable laws.
Protection of personal information - The Service Provider will protect personal information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure or disposal, including any expressly set out in the Agreement.
Use of personal information - Unless the Client otherwise directs in writing, the Service Provider may only use personal information if that use is for the performance of the Service Provider’s obligations, or the exercise of the Service Provider’s rights, under the Agreement.
Disclosure of personal information - Unless the Client otherwise directs in writing, the Service Provider may only disclose personal information to any person other than the Client if the disclosure is for the performance of the Service Provider’s obligations, or the exercise of the Service Provider’s rights, under the Agreement.
Nothing in this agreement prevents the Service Provider from disclosing personal information in respect of an emergency that threatens the life, health or security of an individual.
REFUND POLICY
Refund Eligibility. The client may request a refund of the monthly membership fee within 28 days of the initial purchase, provided that the client has not accessed or used any of the Templates, Courses, or Materials provided by Shalea Brown LLC during that time.
Procedure for Requesting a Refund. To request a refund, the client must contact Shalea Brown LLC at contact@learnwithshalea.com and provide a detailed explanation of the reason for the refund request. Refund requests must be made within the 14-day period described in Section 1 above.
Refund Processing. Once a refund request is received and approved by Shalea Brown LLC, the refund will be processed within 30 days of the request. The refund will be credited to the original payment method used by the client.
Non-Refundable Fees. Any fees paid for customized templates, additional services, or other materials are non-refundable.
No Refunds for Terminated Agreements. If the Agreement is terminated by either party, the client will not be eligible for a refund.
Changes to Refund Policy.Shalea Brown LLC reserves the right to change this refund policy at any time, with or without notice.
MISCELLANEOUS
Governing law - This Agreement is governed by, and is to be interpreted and construed in accordance with, the laws applicable in Mississippi.
Dispute resolution - In the event of a dispute between the parties relating to the interpretation or operation of this Agreement, the parties each agree that a good faith attempt to settle the dispute must be made. If a resolution cannot be reached between the parties, the parties agree to undertake arbitration according to the procedures and policies of United states, under the applicable laws of Mississippi.
Currency - Unless otherwise specified in this Agreement, all references to money are in United States Dollars (USD).
Chargebacks - The Client agrees to make every attempt to file for a refund prior to attempting a chargeback with their financial institution. In the event of a chargeback attempt, the Client expressly agrees to forfeit any and all access to courses, templates and any other materials afforded to the client. We reserve the right to present proof of access to and use of courses, templates and any other materials in addition to these Terms and Conditions of Use to the financial institution investigating the dispute.
Testimonials - The Client will permit the Service Provider to share testimonials and results achieved as a result of the Services provided under this Agreement.
Necessary Software - Please read the product descriptions carefully for what software is necessary to edit the document or template. Most of Shalea Brown LLC templates require the latest version of Adobe Photoshop, Adobe InDesign, Adobe Acrobat, or any combination of the three. Shalea Brown LLC does not, will not, and has no obligation to design its templates to work on any other platform. It is the Client's responsibility to read the product description and specs, and agree that they have the necessary software to use a template before finalizing their purchase.
Entire Agreement - This Agreement constitutes the entire Agreement between the Parties. No other communications or prior writings shall have any bearing on this enforceability of this Agreement.
Severability - The Parties agree to waive any provision of this Agreement that would render this agreement invalid or unenforceable. If a provision is determined to be invalid, it will be enforced to the extent permissible under the law.
Delivery of notices - Any notice contemplated by this Agreement, to be effective, must be in writing and delivered by email.
Transfer - The rights and obligations under this Agreement may not be transferred or assigned to another party. Any attempt to transfer or assign any right or obligation under this Agreement will be null and void.
Non-Solicitation - Each Party agrees that during the course of this agreement, and for a period of one year following the termination of this agreement, neither party will for any reason, directly or indirectly, recruit, solicit or otherwise induce or attempt to induce any employee or subcontractor of either Company to leave their position or contract of their respective Company.
Non-disparagement - If the Client is found to be slandering, libeling, or otherwise disparaging the Service Provider, Their offering(s), or related materials, the Clients access will be immediately removed from the Offering(s) and any related communications. The Service Provider reserves the right to file a civil claim of action against the Client for any such damaging actions taken that materially harm the Service Provider.