HEADWORK FOR HEALTHY WEIGHT LOSS AGREEMENT
This Headwork for Healthy Weight Loss Agreement (“Agreement”) is a legal document that explains your rights and obligations as a subscriber of the Headwork for Healthy Weight Loss Program (“Program”) of Lora K Grabow LLC.
Please read the Agreement in its entirety. You must agree with the terms of the Agreement to continue.
By purchasing any product and marking the box indicating you have read and agree to the terms and conditions you are consenting to be bound by and become a party to this agreement as a Licensee designated herein as the “Client”.
If you do not agree to the terms and conditions of this Agreement, you must not mark the “I have read and agree” checkbox, and you do not become a Client or Licensee to the Program.
This Agreement is entered into by and between Lora K Grabow LLC (“LKG LLC”) on the one hand, and Client as the Licensee (“CLIENT”) on the other, and is effective as of the day CLIENT accepts this Agreement by clicking on the Accept button.
Whereas LKG LLC has the exclusive right to market and license the proprietary internet based, web accessible program referred to as the Headwork for Healthy Weight Loss Program (“Program”) and is willing to grant a limited, non-exclusive license for web access to and use of the Program to CLIENT on the terms and conditions herein.
NOW, THEREFORE, in exchange for and in consideration of the mutual promises, premises, and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LKG LLC and CLIENT hereby agree as follows:
DEFINITIONS
1.1 The Program provides web based, online content (“PROGRAM CONTENT”) for use by individuals for assistance in healthy weight loss, with the content including an online library of videos and course materials.
1.2 Licensed access to the Program includes access to the website, videos and associated course materials, with the licensed access being granted with respect to portions or all of the PROGRAM CONTENT depending on the license purchased by CLIENT and/or made available by LKG LLC.
1.3 “PROVIDED CONTENT” shall mean the specific online content for which access has been purchased and/or granted, and may include portions of or all of the PROGRAM CONTENT as selected and purchased by CLIENT and/or made available by LKG LLC.
1.3 “LICENSED PROGRAM” shall mean web access to and use of the PROVIDED CONTENT in accordance with the terms and conditions of this Agreement.
1.4 “CLIENT” shall mean a single, specific individual identified during the purchase of the license for the PROVIDED CONTENT and/or registration for the Program.
RIGHTS AND DUTIES
2.1 LKG LLC hereby grants to CLIENT, and CLIENT hereby accepts, a non-exclusive and non-transferable license for web accessed use of the LICENSED PROGRAM for personal, non-commercial use only by CLIENT.
2.2 CLIENT will be provided a unique password for accessing the LICENSED PROGRAM, which may only be used by CLIENT in connection with personal, non-commercial use by CLIENT.
2.3 CLIENT is permitted to utilize the LICENSED PROGRAM using the unique password only for their own personal use.
2.4 LKG LLC may provide CLIENT with instructions on the use and operation of the PROGRAM CONTENT and/or LICENSED PROGRAM, which instructions may be provided as web accessible materials.
2.5 LKG LLC may make and/or provide updates, alterations, modifications, or improvements of the content associated with some or all of the PROGRAM CONTENT, including the LICENSED PROGRAM, from time-to-time, which updates, alterations, modifications, or improvements may be made or provided without notice to CLIENT.
2.6 CLIENT shall not share, disseminate, or otherwise allow access to the LICENSED PROGRAM, or any of the PROGRAM CONTENT, outside of CLIENT’s own personal, non-commercial use. CLIENT will undertake reasonable efforts to prevent the sharing, disseminating, or allowing of access to the LICENSED PROGRAM to third parties.
2.7 CLIENT shall not share, disseminate, or otherwise allow access to instructions on the use and operation of the PROGRAM CONTENT and/or LICENSED PROGRAM noted in Paragraph 2.4.
2.8 CLIENT shall report to LKG LLC any unauthorized sharing or dissemination of access to the LICENSED PROGRAM or instructions on the use and operation of the PROGRAM CONTENT and/or LICENSED PROGRAM of which they become aware, including to whom such sharing or dissemination has been provided.
2.9 LKG LLC and CLIENT agree that all rights, including but not limited to rights under the federal copyright laws, in and to all or any portion of the PROGRAM CONTENT, shall remain the property of LKG LLC.
2.10 CLIENT will not copy any content of the PROGRAM CONTENT, including but not limited to the PROVIDED CONTENT of the LICENSED PROGRAM, either directly or indirectly. CLIENT will not make any of the PROGRAM CONTENT, including but not limited to the PROVIDED CONTENT of the LICENSED PROGRAM, available to third parties, including but not limited to by way of hosting via the internet on CLIENT’s computer or otherwise.
2.11 CLIENT agrees not to distribute, rent, loan, lease, sell, sublicense or otherwise transfer all or any portion of the rights granted in this Agreement to any other person or legal entity.
2.12 No rights or licenses to the LICENSED PROGRAM, other than those granted herein, are granted, whether expressly, by implication or estoppel, or otherwise.
TERM
3.1 The term of this license shall be perpetual, so long as the Program is maintained and operated by LKG LLC.
3.2 Either party shall have the right to terminate this Agreement and the license granted herein if the other party commits an act of or is subject to a Default. A "Default" means anyone or more of the following events:
(i) a party files a petition for relief under any chapter of the United States bankruptcy laws;
(ii) involuntary proceedings under the United States bankruptcy laws are commenced by creditors against a party;
(iii) LKG LLC voluntarily dissolves or attempts to dissolve itself as a corporation;
(iv) the sharing, dissemination, or allowance of access to, or the offering or promising to share, disseminate, or allow access to any of the PROGRAM CONTENT, including but not limited to the LICENSED PROGRAM in any form by CLIENT, whether by sale, license, lease or otherwise, and whether or not any consideration is received by CLIENT; or
(v) a material breach of a term or condition of this Agreement. The parties' rights as set forth in this Section 3.2 are cumulative and in addition to any other rights the parties may have at law or in equity. LKG LLC reserves the right to immediately temporarily and/or permanently cancel access to the LICENSED PROGRAM in the event of a default.
3.3 LKG LLC may terminate the Program at any time without notice to CLIENT, including but not limited to if in the sole discretion of LKG LLC it determines to discontinue supporting, operating, maintaining, promoting or otherwise terminate the Program.
LICENSE FEE
4.1 CLIENT agrees to pay LKG LLC a license fee in the amount set forth within the online registration and payment pages for the license which is granted pursuant to Section 2 of this Agreement.
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
5.1 Each party hereby represents that it has the right to enter into this Agreement.
5.2 NEITHER PARTY MAKES ANY WARRANTY (OR REPRESENTATION OTHER THAN THAT MADE IN SECTION 5.1), EITHER EXPRESS OR IMPLIED WITH RESPECT TO ALL OR ANY PORTION OF THE PROGRAM CONTENT, INCLUDING THE PROVIDED CONTENT, ITS QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALL PROGRAM CONTENT AND/OR PROVIDED CONTENT PROVIDED HEREUNDER IS "AS IS" AND NEITHER PARTY MAKES ANY WARRANTY THAT THE PROVIDED CONTENT IS FREE FROM CLAIMS OF INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, OR OTHER PROPRIETARY RIGHTS OF OTHERS. THERE ARE NOT WARRANTIES, EITHER EXPRESS OR IMPLIED, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND NEGATED. NO ORAL OR WRITTEN DRAFTING LICENSE AGREEMENTS INFORMATION OR ADVICE GIVEN BY EITHER PARTY OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO THIS WARRANTY.
5.3 IN NO EVENT WHATSOEVER SHALL LKG LLC BE LIABLE TO CLIENT OR TO THIRD PARTIES FOR ANY DAMAGES CAUSED, IN WHOLE OR IN PART, BY THE USE OF THE PROGRAM CONTENT AND/OR PROVIDED CONTENT OR FOR ANY LOST REVENUES, LOST PROFITS, LOST SAVING OR OTHER DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.
OTHER DISCLAIMERS
6.1 All PROGRAM CONTENT, including as found on the loragrabow.com website and in “Foundations in Headwork for Healthy Weight Loss” video course, including but not limited to all text, images, audio, or other formats were created for informational purposes only. The PROGRAM CONTENT is not intended to be a substitute for professional medical or mental health advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this website or learned in this video course.
6.2 If you think you may have a medical emergency, call your doctor, go to the emergency department, or call 911 immediately. LKG LLC does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on loragrabow.com or Foundations in Headwork for Healthy Weight Loss video course, or in reliance on any information provided by Lora Grabow LLC
6.3 FDA Disclaimer: The advice and statements on this Website and during Coaching have not been evaluated by the Food & Drug Administration. Any information on this Website and during Coaching is not intended to diagnose, treat, cure, or prevent any disease.
6.4 CLIENT agrees that reliance on any of the PROGRAM CONTENT, including all information provided on loragrabow.com or in the Foundations in Headwork for Healthy Weight Loss video course is solely at CLIENT’S own risk.
CONFIDENTIALITY
7.1 The PROGRAM CONTENT, including but not limited to the PROVIDED CONTENT licensed by CLIENT hereunder, contains certain information that is confidential and proprietary which CLIENT expressly agrees to retain in confidence and to use only pursuant to the terms of this Agreement, including undertaking reasonable efforts to maintain the confidentiality.
7.2 CLIENT’S obligations with respect to such confidential information shall survive the termination of this Agreement. Notwithstanding anything to the contrary in Section 7.1, CLIENT shall not be prohibited from using or disclosing information which:
(i) is already available to the public as of the date of this Agreement;
(ii) becomes publicly available through no fault of CLIENT;
(iii) is already known to CLIENT at the time of CLIENT’S receipt thereof, as shown by written records existing and is available to CLIENT from a third party who is not under an obligation of nondisclosure with respect to such information.
MISCELLANEOUS
8.1 LKG LLC will not incur liability to CLIENT for failing to perform any obligation under this Agreement if such failure results from aforce majeure or any force beyond its reasonable control.
8.2 By clicking the “Accept” button CLIENT is consenting to be bound by and become a party to this agreement as a Licensee designated herein as the “Client”.
8.3 This Agreement shall be deemed made and accepted in and governed by the laws of the State of Michigan.
8.4 Any and all disputes or disagreements that arise from or relate in any way to this Agreement relating to the actions of either party will be resolved by arbitration administered by the American Arbitration Association in accordance with its rules. This arbitration provision includes but is not limited to claims based in whole or in part upon provisions of this Agreement, as well as any claim based upon a common law theory or right. The arbitration will occur in Michigan, or in another State at the sole discretion and option of LKG LLC; both parties will be entitled to be represented by legal counsel throughout the arbitration.
8.5 The waiver of any breach of any covenant or condition of this Agreement shall not hinder or otherwise prevent the subsequent enforcement of said covenant or condition.
8.6 LKG LLC may assign this Agreement to a successor to all or substantially all of LKG LLC’s business and assets.
8.7 If any of the provisions in this Agreement shall for any reason be declared or held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
8.7 Notices under this Agreement shall be in writing and shall, for all purposes, be sent by registered or certified mail, return receipt requested, postage prepaid.
