SUBSCRIPTION AGREEMENT & LICENSE BETWEEN SUBSCRIBER AND LEVITIN LEARNING

 

The Shots of Shari Program and Levitin Learning Application are comprised of various Web pages operated by The Shari Levitin Group, Inc. (“Provider”) and are offered to you conditioned on your acceptance without modification of the following terms, conditions, and agreements.

 

GENERAL TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS CONSTITUTE THE SUBSCRIPTION AND LICENSE AGREEMENT BY AND BETWEEN THE PARTIES AND ARE REFERRED TO COLLECTIVELY HEREIN AS THE “AGREEMENT.”

BY ACCESSING OR USING THE SUBSCRIPTION SERVICES YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS, YOU MAY NOT ACCESS, INSTALL, OR OTHERWISE USE ANY SHOTS OF SHARI PACKAGES OR LEVITIN LEARNING APPLICATIONS.

 

Content Copyright & License

This subscription content on Provider’s platform is proprietary material of Shari Levitin, The Shari Levitin Group, Inc. and/or other authors/contributors. All copyrights are expressly reserved.  You may only utilize such content as expressly stated in these General Terms and Conditions, as applicable to the specific subscription level you have or hereafter will purchase.

 

Subscription Levels

Subject to the terms and conditions set forth below, including payment of the fees set forth in the applicable Ordering Document, Provider hereby grants, and you hereby accept, a non-exclusive, non-sublicensable, non-transferable, revocable, limited, subscription right, as applicable:

• “INDIVIDUAL SHOTS OF SHARI” Package

Any redistribution or reproduction of part or all of the contents in any form is strictly prohibited.

• “SHOTS OF SHARI MANAGER” Package & “MANAGER +”

You may download and distribute the workbooks/learner pages within their company only. Materials shall not be distributed to any third parties. Internally, you may screen share or project the video(s) that coordinate with the workbooks/learner pages but shall keep all login credential information strictly within your senior management team.

 

Reserved Rights

Provider retains all rights not expressly granted to you hereunder. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to any of the content or applications, all of which is reserved for Provider.

 

Package Inclusions and Fees

The following fees shall apply:

• “Individual Shots of Shari” Package (online content for personal use only, including social media video clips that are organized and searchable on Levitin Learning. New videos added every 2 weeks)
  • Investment – Nonrefundable One-Time Membership Fee of $99 due and payable upon joining, plus monthly subscription fee of $19. The first monthly subscription fee is due and payable commencing thirty (30) days following payment of the Membership Fee and every thirty days thereafter.
• “Shots of Shari Manager” Package (includes online content, 5 “Manager-in-a-Box” tool kits, including a video and corresponding Learner Pages and Facilitator Guides)
  • Investment – Nonrefundable One-Time Membership Fee of $399 due and payable upon joining, plus monthly subscription fee of $19. The first monthly subscription fee is due and payable commencing thirty (30) days following payment of the Membership Fee and every thirty days thereafter.

• “Manager +” Package (includes online content, 5 “Manager-in-a-Box” tool kits, including a video and corresponding Learner Pages and Facilitator Guides, plus 2 courses “5 Whys” and “Buying Process” accessible for 1 year, plus a quarterly office hour (live or recorded), whereby you may submit advance questions to be discussed by Shari Levitin or another expert)
  • Investment – Nonrefundable One-Time Membership Fee of $599 due and payable upon joining, plus monthly subscription fee of $39. The first monthly subscription fee is due and payable commencing thirty (30) days following payment of the Membership Fee and every thirty days thereafter.

 

All amounts payable to Provider under this Agreement will be paid by you to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

If you fail to make any payment when due without having cancelled the subscription, then in addition to all other remedies that may be available: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including reasonable attorneys’ fees, court costs and collection agency fees; and (iii) Provider may suspend your access to the subscription content until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you by reason of such suspension.

All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes associated with this Agreement, excluding any taxes based on Provider’s net income, property, or employees.

 

Cancellation

You may cancel your subscription at any time, and you shall have no obligation to make future payments; provided that, if at the time of cancelling a payment has already been scheduled and is in process, your cancellation will take effect thirty (30) days following such last payment being processed. Courses added by you or included in your applicable package subscription will remain accessible to you for one (1) year from purchase date.

Upon cancellation of the subscription by either you or Provider,  (i) all rights, licenses, consents, and authorizations granted by Provider to you hereunder will immediately terminate; (ii) no portion of any prior payments will be repayable to you; and (iii) except for purchased courses (which are accessible for one year), subscription content will not be accessible.

 

Additional Courses

Upon subscribing, regardless of the package, you will be given the option to purchase additional online courses. Purchased courses are accessible for one (1) year following purchase, even if the subscription is otherwise cancelled.

 

Restrictions and Requirements

You shall not share your login credentials / information with any other person. You are responsible for controlling access to and use of the subscription content in accordance with this Agreement. You agree to promptly notify Provider about any possible misuse of your account or authentication credentials, or any security incident related to the subscription content.  You acknowledge and agree that Provider may access via its online platform, information, assets, and services, including your logins and security access information, to facilitate Provider’s performance of its obligations, respond to support requests, detect, prevent or otherwise address fraud, security, legal or technical issues, verify your payments and other obligations hereunder, and enforce the terms and conditions of this Agreement. If Provider detects multiple people accessing the content at the same time or odd login behaviors Provider may cancel your subscription and, in severe cases may pursue legal action against you.

You shall comply with Provider’s technical requirements for the subscription. You will ensure that your network and systems comply with the relevant specifications provided by Provider from time to time; and be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to Provider’s data centers, and all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.

You shall not (and shall not allow any third party) (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any portion of the subscription content in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the subscription content; (iii) except to the extent expressly permitted under the applicable subscription package, distribute, display, host or disclose the subscription content; or (iv) remove, delete, alter, or obscure any trademarks, disclaimers, or any copyright, trademark, or other intellectual property or proprietary rights notices from the subscription content.

You warrant to Provider that you will not use the subscription content for any purpose that is unlawful or prohibited by these terms and conditions.

You may not use Provider’s online platform in any manner which could damage, disable, overburden, or impair the platform or interfere with any other subscriber’s use and enjoyment of the subscription content. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Provider’s online platform.

 

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SUBSCRIPTION CONTENT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCTS OR SERVICES, OR BE ACCURATE, COMPLETE OR ERROR FREE. PROVIDER WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND YOU ACKNOWLEDGE THAT THE SUBSCRIPTION CONTENT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ALL THIRD-PARTY PRODUCTS AND SERVICES THAT ARE SEPARATELY LICENSED BY A THIRD PARTY ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS OR SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. TRANSLATIONS OF THE SUBSCRIPTION CONTENT OR DOCUMENTATION INTO LANGUAGES OTHER THAN ENGLISH ARE INTENDED SOLELY AS A CONVENIENCE. SOME SUBSCRIPTION CONTENT OR COURSES MAY NOT WORK AS EXPECTED WHEN TRANSLATED DUE TO LANGUAGE RESTRICTIONS. NO LIABILITY IS ASSUMED BY PROVIDER FOR ANY ERRORS, OMISSIONS, OR AMBIGUITIES IN TRANSLATIONS. THE SUBSCRIPTION CONTENT SUGGESTIONS ARE NOT DESIGNED OR INTENDED FOR USE IN MEDICAL, NUCLEAR, AVIATION, NAVIGATION, MILITARY OR OTHER HIGH-RISK ACTIVITIES WHERE FAILURE OF THE SUGGESTIONS COULD RESULT IN DEATH, PERSONAL INJURY, AND/OR SUBSTANTIAL PROPERTY DAMAGE. PROVIDER EXPRESSLY DISCLAIMS AND IS RELEASED FROM ANY RESPONSIBILITY OR LIABILITY FOR ANY AND ALL DAMAGES THAT MAY BE INCURRED DUE TO THE USE OF THE SUBSCRIPTION CONTENT FOR SUCH APPLICATIONS. PRE-RELEASE, BETA, TRIAL, AND FREE PRODUCTS AND SERVICES, IF ANY, ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.”

SUBSCRIPTION CONTENT AND COURSES RECEIVED VIA PROVIDER’S PLATFORM ARE NOT “ADVICE” AND SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD ALWAYS CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH PROVIDER’S PLATFORM MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PROVIDER AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PLATFORM AT ANY TIME.

 

 Links to Third-Party Sites

Provider’s online platform may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Provider and Provider is not responsible for the content of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Provider is not responsible for webcasting or any other form of transmission received from any Linked Site. Provider is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Provider of the Linked Site or any association with its operators.

 

Limitation of Liability

IN NO EVENT WILL PROVIDER BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT. THE CUMULATIVE LIABILITY OF PROVIDER TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO PROVIDER FOR THE SUBSCRIPTION CONTENT (OR COURSE PURCHASES) GIVING RISE TO THE LIABILITY WITHIN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SUBSCRIPTION CONTENT, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM OR ACCESSING THE SUBSCRIPTION CONTENT.

 

Proprietary Rights / Intellectual Property

You acknowledge and agree that, as between Provider and you, Provider owns all intellectual property rights in the subscription content (and add-on courses purchased by you). Except as expressly stated in this Agreement, Provider does not grant you any rights to, or in, copyrights, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the subscription content. Any and all updates, enhancements, modifications, corrections, and derivative works that are made to the subscription content will be owned by Provider.

Provider may compile aggregate data, anonymous data, and other statistical information related to your access of the subscription content and courses and may make such information publicly available, provided that such information does not incorporate any of your personally identifiable information. Without limiting the generality of the foregoing, Provider may use in its marketing and advertising, non-client specific service activity, including the total number of users, average time spent per user, success metrics, activities used by users and other performance-based statistics to attract new customers. Provider owns all intellectual property rights in such aggregate data, anonymous data, and other statistical information, as well as feedback provided to Provider, including any survey responses, bug reports, enhancement requests, issue reports, and support information; and Provider will be free to use such feedback for any purpose.

The names of other companies and products mentioned in the subscription content and courses may be the trademarks of their respective owners.

 

Privacy Policy

Privacy Policy is available at www.sharilevitin.com/home-new-2020/privacy-policy/.

 

General

Governing Law and Disputes. This Agreement and any dispute arising hereunder is governed by and interpreted and construed in accordance with the laws of the State of Utah, U.S.A., without regard or reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act; or (c) any other international laws.  You hereby consent to the exclusive jurisdiction and venue of courts in Summit County, Utah, U.S.A. in all disputes arising out of or relating to the use of the subscription content and use of Provider’s platform. Use of or access to Provider’s platform is NOT authorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

Provider’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Provider’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the subscription content and use of Provider’s platform or information provided to or gathered by the platform with respect to such use.

Relationship of the Parties. Neither this Agreement nor use of the subscription content / Provider’s platform will be construed as creating an agency, partnership, joint venture, employment relationship or any other form of association, for tax purposes or otherwise, between the parties, and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

Severability. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal pursuant to applicable law, such provision shall be deemed deleted and the remaining Agreement shall continue in effect. Additionally, if such invalid, unenforceable or illegal provision would be valid, enforceable, or legal if it were to be replaced with a valid, enforceable provision that most closely matches the intent of the original provision, then the applicable replacement shall be deemed made, and the Agreement shall continue in effect.

Waiver. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. No waiver of any term or condition of this Agreement will be construed as a waiver of any other term or condition, nor will any waiver of any default under this Agreement be construed as a waiver of any subsequent default.

Notices. Any notice required to be given under this Agreement will be in writing and will be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at such address as may have been notified by that party for such purposes, or sent by electronic mail to the other party’s address as set out in this Agreement or as the other party may specify in writing. A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by electronic mail will be deemed to have been received when the recipient acknowledges receipt of such notice. Notice to Provider shall be addressed as follows:

The Shari Levitin Group, LLC

ATTN: Shari Levitin

P.O. Box 683605

Park City, UT 84068

Email: shari@sharilevitin.com

 

Entire Agreement. The foregoing constitutes the entire agreement between the user / subscriber and Provider with respect to the subscription content and use of Provider’s platform and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user / subscriber and Provider with respect to the subscription content and use of Provider’s platform. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be drawn up in English.

 

Modification of These Terms of Use

Provider reserves the right to change the terms, conditions, and notices under which the subscription content and courses are offered, including but not limited to the subscription fees.