TERMS AND CONDITIONS OF USE

Last Updated: September 19, 2021

The following Terms and Conditions of Use (“Terms”) are entered into by and between You and Professor City (“Professor City LLC,” “the company,” “we” or “us”).

These Terms, together with our Privacy Policy, Disclaimer, and any other documents expressly incorporated by reference, govern your use of the Professor City website available at https://professorcity.com (“Website”), including all materials, resources, information, and services on the Website, whether as a guest visitor or registered user.

Your access to and use of the Website is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, customers, and others who access or use the Website.

By accessing or using the Website you agree to be bound by these Terms, without modification, and acknowledge reading them. If you disagree with any part of the Terms, you may not access the Website.

PRIVACY POLICY

Your use of the Website is also subject to Professor City LLC’s Privacy Policy. Please review our Privacy Policy, which also governs the Website and informs users of our data collection practices. Your agreement to the Privacy Policy is hereby incorporated into these Terms.

DISCLAIMER

Your use of the Website is also subject to Professor City LLC’s Disclaimer. Please review our Disclaimer, which also governs the Website and informs users of various limitations regarding the information provided on the Website. Your agreement to the Disclaimer is hereby incorporated into these Terms.

USE OF THE WEBSITE

To access or use the Website, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms. Children under the age of 18 are prohibited from using the Website. Information provided on the Website and any resources provided on or available for download from the Website are subject to change. Professor City LLC makes no representation or warranty that the information provided, regardless of its source, is accurate, complete, reliable, current, or error-free. Professor City LLC disclaims all liability for any inaccuracy, error, or incompleteness in the information provided.

Professor City LLC reserves the right to withdraw or amend this Website and any service or material provided on the Website in its sole discretion without notice. Professor City LLC will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, Professor City LLC may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

LAWFUL PURPOSES

You may use the Website for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Website. You agree to use the Website and to purchase services or products through the Website for legitimate, non-commercial purposes only. You shall not post or transmit through the Website any material that violates or infringes the rights of others, or that is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.

ACCOUNT CREATION AND SECURITY

In order to use the Website or make a purchase on the Website, you may be required to provide information about yourself including your name, email address, username and password, and other personal information. You agree as a condition of your use of the Website and any resources downloaded from the Website that any registration information you give to Professor City LLC will always be accurate, complete, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose.

You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

REFUSAL OF SERVICE

The products and services available on the Website are offered subject to our acceptance of your order or request. We reserve the right to refuse service to any order, person or entity, without cause or explanation. No order is deemed accepted by us until payment has been processed. We may at any time change or discontinue any aspect or feature of the Website, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment.

ORDER CONFIRMATION

We will email you to confirm placement of your order and with details about product delivery. If you do not receive email order confirmation, it is your responsibility to inform us as soon as possible.

CANCELLATIONS, REFUNDS & RETURNS

NO REFUNDS ON COACHING AND DOWNLOADS

Client shall not be entitled to any refunds in full or in part for payments made under this Agreement for any reason, including but not limited to termination of this Agreement. All funds paid shall be considered compensation for services rendered. Any unused service hours included under any monthly retainer will not be refunded or rolled over month-to-month.

Cancellation of coaching appointment – Payment is due when the session is booked, in order to reserve the appointment time. If you need to cancel your appointment for coaching, you can reschedule one time without penalty. This has to be done manually. Please contact us to reschedule your appointment. You cannot receive a refund.

All downloadable products are not-returnable and non-refundable.

30-DAY MONEY-BACK GUARANTEE REFUND POLICY ON ONLINE COURSES

Online course products have a 30-day, no questions asked, money-back guarantee. This money-back guarantee applies exclusively to online courses, not coaching, not other downloadable purchases. This is to allow potential students to enroll in online courses worry-free. All Professor City LLC online courses come with a 30-day, no questions asked, money-back guarantee which is a refund of your purchase price paid. You can request this by emailing us at [email protected] or using our website Contact form.

Upon determining that you are entitled to a cancellation/refund pursuant to this policy, Professor City LLC will promptly issue an instruction to its payment processor to issue the refund. Professor City LLC does not control its payment processor and will not be able to expedite any refunds.

If you receive a refund of any purchase through the terms and conditions, that shall immediately terminate any and all licenses granted you to use the material provided to you under these Terms of Use or any other agreement. You shall immediately cease using the material and shall destroy all copies of the information provided to you, including without limitation: video recordings, audio recordings, forms, template documents, slide shows, membership areas, social media groups limited to paying members, and other resources.

PRODUCT DESCRIPTIONS

We try to describe and display any products and services available for purchase on the Website as accurately as possible. While we try to be as clear as possible in explaining the product or service, we do not guarantee that the Website is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.

USE OF FREE DOWNLOADABLE CONTENT

Professor City LLC may make resources on this Website accessible to users in exchange for providing an e-mail address (“Gated Content”). Professor City LLC grants you a limited, personal, non-exclusive, non-transferable license to use the Gated Content for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Gated Content in any manner.

By accessing or downloading the Gated Content, you agree that the Gated Content you access or download may only be used by you for your personal or internal business use and may not be sold or redistributed without the express written consent of Professor City LLC.

By accessing or downloading the Gated Content, you further agree that you shall not create any derivative work based upon the Gated Content and you shall not offer any competing products or services based upon any information contained in the Gated Content.

MATERIAL YOU SUBMIT TO THE WEBSITE

By posting, uploading, submitting, inputting, providing, or otherwise making available any artwork, photos, written works, or other media, including feedback and suggestions (collectively, “Submissions”), you are granting Professor City LLC, our affiliated companies, and any necessary sub-licensees a worldwide, nonexclusive, irrevocable license to use your Submission for promotional, business development, and marketing purposes including, without limitation, the right to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.

We claim no intellectual property rights over the Submissions you supply to Professor City LLC. You retain copyrights and any other rights you may rightfully hold in any Submissions that you submit through the Website.

You shall not upload, post, submit, input or otherwise make available on the Website any Submissions protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any Submissions are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a Submission.

For all Submissions submitted by you to the Website, you automatically represent or warrant that you own or otherwise control all the rights to your Submission described herein including the authority to use and distribute the Submission, and that the use or display of the Submission as contemplated in this section will not violate any laws, rules, regulations, or rights of third parties. You agree to hold Professor City LLC harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you arising from Submissions you submit through the Website.

You further you grant us the right to use your Submission for the purpose of improving our Website, products or services (and for any other purpose we deem necessary or desirable) without being obliged to pay you any compensation for our use of your Submission. Professor City LLC is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Professor City LLC’s sole discretion. If you do send us unsolicited ideas, such ideas will be deemed non-confidential, and we will not be required to provide any acknowledgement of their source.

OUR INTELLECTUAL PROPERTY

The Website contains intellectual property owned by Professor City LLC, including trademarks, copyrights, proprietary information, and other intellectual property. We reserve all rights in and to our common law and registered trademarks, service marks, copyrights, and other intellectual property rights, including but not limited to text, graphics, photographs, video, design, and packages, belonging to Professor City LLC or to our licensors (“IP”).  You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of our IP in whole or in part, without our prior written consent. We reserve the right to immediately block your access to the Website and remove you from any service, without refund, if you are caught violating this intellectual property policy.

You are granted a non-exclusive, non-transferable, revocable license to access and use the Website and the resources available for download from the Website (the “Content”) strictly in accordance with these Terms of Use.

As a condition of your use of the Website, you warrant to Professor City LLC that you will not use the Content for any purpose that is unlawful or prohibited by these Terms. You may not use the Content in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

All content included as part of the Content, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, is the property of Professor City LLC or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content, in whole or in part.

The Content is not for resale. Your use of the Content does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use protected content solely for your individual use and will make no other use of the Content without the express written permission of Professor City LLC and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Professor City LLC or our licensors except as expressly authorized by these Terms.

Professor City LLC name, Professor City LLC logo, Professor City LLC slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of Professor City LLC or its affiliates or licensors. You must not use such marks without the prior written permission of Professor City LLC. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

CHANGED TERMS

We may at any time amend these Terms, including our Privacy Policy and Disclaimers. The date of the last revision will be indicated by the “Last updated” date at the top of this page. Such amendments are effective immediately upon notice to you by us posting the new Terms on this Website. We reserve the right to update any portion of our Website, including these Terms, at any time. If you continue to use our Website after we have made revisions, your continued use constitutes consent to the revised Terms, Privacy Policy and Disclaimers.

WARRANTIES 

While we make every effort to ensure that the content on this Website is free from errors, we do not give any warranty or other assurance as to the accuracy, completeness, timeliness or fitness for any particular purpose of the content and materials on this site beyond reasonable efforts to maintain the site. To the maximum extent permitted by law, we provide our website and related information and services on an “as is” and “as available” basis without any warranties, representations, or guarantees of any kind (whether express, implied, statutory, or otherwise) including but not limited to warranties of non-infringement, merchantability, or fitness for a particular purpose.

LIMITATION OF LIABILITY

YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE WEBSITE OR RESOURCES, PRODUCTS OR SERVICES AVAILABE THROUGH THE WEBSITE.

ADDITIONALLY, PROFESSOR CITY LLC IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY, EVEN IF PROFESSOR CITY LLC HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES.

IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL PROFESSOR CITY LLC’S TOTAL LIABILITY TO YOU EXCEED THE TOTAL PURCHASE PRICE OF ANY PRODUCTS OR SERVICES YOU HAVE PURCHASED FROM PROFESSOR CITY LLC.

AVAILABILITY

Your use of the Website and any associated services may sometimes be subject to interruption or delay. Due to the nature of the Internet and electronic communications, we and our service providers do not make any warranty that our Website or any associated resources or services will be error-free, without interruption or delay, or free from defects in design. We will not be liable to you should our Website or the resources or services supplied through our Website become unavailable, interrupted or delayed for any reason.

MALICIOUS CODE

Although we endeavor to prevent the introduction of viruses or other malicious code (“malicious code”) to our Website, we do not guarantee or warrant that our Website, or any data available on the Website, does not contain malicious code. We will not be liable for any damages or harm attributable to malicious code. You are responsible for ensuring that the process you employ for accessing our Website does not expose your computer system to the risk of interference or damage from malicious code.

SECURITY 

The security of your contact information is of utmost importance to us.  However, you acknowledge the risk of unauthorized access to, or alteration of, your data. We do not accept responsibility or liability of any nature for any losses you may sustain as a result of such unauthorized access or alteration.  All information transmitted to or from you is transmitted at your own risk, and you assume all responsibility and risks arising in relation to your use of this Website and the internet. We do not accept responsibility for any interference or damage to your computer system that may arise in connection with your access of this Website or any outbound hyperlinks.

THIRD PARTY RESOURCES

The Website contains links to third party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third-party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with Professor City LLC. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Professor City LLC may, from time to time, provide information from a third party in the form of a guest post or interview, in written, audio, video, or other medium. Professor City LLC does not control the information provided by such third-party guests, is not responsible for investigating the truth of any information provided and cannot guarantee the veracity of any statements made by such guests.

INDEMNIFICATION

You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of your breach of any of these Terms, your use of the Website, its content, and any product or service purchased from the Website, or your failure to maintain the confidentiality and/or security of your password or access rights to this Website and its resources. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent.

EFFECT OF HEADINGS; SEVERABILITY

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions. If any portion of these Terms are held to be unenforceable or contrary to law, such portion shall be construed in accordance with applicable law so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remainder of the provisions shall remain in full force and effect.

ENTIRE AGREEMENT; WAIVER

These Terms, together with the Privacy Policy and Disclaimers, constitute the entire agreement between you and Professor City LLC pertaining to the Website and supersedes all prior and contemporaneous agreements, representations, and understandings between us. Any waiver by us of a breach of or right under these Terms will not constitute a waiver of any other or subsequent breach or right. No waiver shall be binding unless executed in writing by Professor City LLC.

GOVERNING LAW; JURISDICTION; MEDIATION

These Terms, including with the Privacy Policy and Disclaimers shall be construed in accordance with, and governed by, the laws of the State of Minnesota, and the courts of Minnesota shall have jurisdiction to hear and determine any dispute arising in relation to these Terms. You agree that any proceeding relating to use of this site must be filed exclusively in the appropriate courts located in Minnesota and you submit to the jurisdiction of those courts and waive any objection based on an inconvenient forum or other reasons.

The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms by mediation. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.

ALL RIGHTS RESERVED

All rights not expressly granted in these Terms are reserved by us. If you do not see a usage scenario here that applies to your intended usage contact us at [email protected] or via our Contact page.

CONTACT INFORMATION

The owner of this website is Professor City LLC. You may contact us by phone at 612-568-8538, by email at [email protected], or via our Contact page, or by postal mail at 1279 Smith Avenue South, West Saint Paul, MN 55118.

Terms of Service Agreement for Coaching

When you make a payment to Professor City LLC for a 90-minute coaching session, you agree to the terms of this service agreement for coaching.

This Terms of Service Agreement is made effective as of the date a client makes a payment for service, by and between client (the “Recipient,” “you”), and Professor City LLC (the “Provider,” “we” or “us”) of 1279 Smith Avenue South, West Saint Paul, Minnesota 55118.

1. DESCRIPTION OF SERVICES. Beginning on the date a client schedules a paid coaching session, Professor City LLC will provide to the client the following services (collectively, the “Services”):

a 90-minute focused coaching session via Zoom or other virtual medium, working through the client’s expressed needs in order to help the client design, prepare, and/or restructure teaching plans, strategies, skills, and/or approaches as needed, in order to assist the client in ultimately feeling better prepared for their current or upcoming teaching commitments

2. PAYMENT. Payment shall be made to the Provider in the total amount of US$150 less any discount, special offer, or coupon, when the 90-minute coaching session appointment is scheduled. If you are paying with non-U.S. funds, there may be a surcharge on exchanging your money to U.S. dollars. This rate is set my the payment processor (either Paypal or Stripe) and does not get paid to us and, thus, cannot be refunded or avoided.

Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if client fails to pay for the Services when due, Professor City LLC has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Contract and/or seek legal remedies.

CANCELLATION TERMS: Payment is due when the session is booked, in order to reserve the appointment time. If you need to cancel your appointment for coaching, you can reschedule one time without penalty. This has to be done manually. Please contact us to reschedule your appointment. You cannot receive a refund.

3. TERM. This Agreement will terminate automatically upon completion by Provider of the Services required by this Agreement.

4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Provider in connection with the Services will be the exclusive property of Recipient. Upon request, Provider will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Recipient to the Work Product.

5. CONFIDENTIALITY. Provider, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient. Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by Recipient of these confidentiality obligations which allows Provider to disclose Recipient’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Upon termination of this Agreement, Provider will return to Recipient all records, notes, documentation and other items that were used, created, or controlled by Provider during the term of this Agreement.

6. LIMITATION OF LIABILITY. Except as expressly provided in this Agreement, Provider makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Services. In no event shall the Provider be liable to the Client for any indirect, consequential or special damages. Provider’s entire liability for any breach of this Agreement, and Client’s sole remedy, shall be limited to the lesser of the total Agreement Price or the amount actually paid by the Client to Professor City LLC under this Agreement. Provider shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Provider’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Provider on similar projects.

7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

 a.        The failure to make a required payment when due.

 b.        The insolvency or bankruptcy of either party.

 c.        The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

 d.        The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

8. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 0 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

9. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

10. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

11. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

12. AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

13. GOVERNING LAW. This Agreement will be governed and interpreted in accordance with the laws of the State of Minnesota, without giving effect to its principles of conflicts of law. .

14. NOTICE. All notices shall be in writing and deemed effective when received by either electronic mail or paper mail at the address of the party to be notified provided in the introductory provision of this Agreement.  Either party may change the address to which notices are to be sent by providing written notice to the other party as provided for in this section.

15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

16. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.

17. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

18. ASSIGNMENT. Neither party may assign, transfer, subcontract or delegate any right or obligation under this Agreement without the prior written consent of the other party.

19. SECTION HEADINGS. Section headings are inserted for convenience only and shall not be used in any way to construe the terms of this Agreement.

20. ENTIRE AGREEMENT. This Agreement sets forth and constitutes the entire agreement of the Parties. No previous statement, promise, inducement, understanding, or agreement made by either party that is not contained in this Agreement shall be binding or valid.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

Coaching Service Recipient:

Client

By:      (your payment constitutes acceptance of the terms of this service agreement)

Service Provider:

Professor City LLC

By:      Erika Sanborne

            Erika Sanborne

Premium Online Course Agreement

Effective Date: September 12th, 2020

THE AGREEMENT: This Premium Online Course Agreement (hereinafter, “Agreement”) is made by and between Professor City LLC, a limited liability company, organized under the laws of the state of Minnesota, hereinafter referred to as “Course Provider,” and you, further defined below, as a participant in the Premium Online Course, also defined below.

All parts and sub-parts of this Agreement are specifically incorporated by reference here. This Agreement shall govern the use of all pages and screens in and on the Premium Online Course (all collectively referred to as the “Course”) and any services provided by Professor City LLC through the Premium Online Course (“Services”) and/or on the Professor City LLC website (“Website”).

Article 1 – DEFINITIONS:

A) The parties referred to in this Agreement shall be defined as follows:

I) Course Provider, Profesor City LLC, us, we: Course Provider, as the creator, operator, and publisher of the Course, is responsible for providing the Course publicly. Course Provider, us, we, our, ours and other first-person pronouns will refer to the Course Provider, as well as, if applicable, all employees and affiliates of the Course Provider.

II) You, the user, the participant: You, as the participant in the course and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.

III) Parties: Collectively, the parties to this Agreement (Course Provider and You) will be referred to as Parties.

B) The Course details are as follows:

I) Course Name: Premium Online Course

II) Course Description:

Coming soon!

III) Total Course Fees (“Fees”): $37 (thirty-seven US dollars)

IV) Course URL: https://professorcity.com/premium-course/

Article 2 – ASSENT & ACCEPTANCE:

By purchasing and participating in the Course, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please cease your participation in the Course immediately. If you do so after purchase, you will not be entitled to any refund. Course Provider only agrees to provide the Course to you if you assent to this Agreement.

Article 3 – AGE RESTRICTION:

You must be at least 18 (eighteen) years of age to use this Website, participate in the Course or access any Services contained herein. By participating in the Course, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. Course Provider assumes no responsibility or liability for any misrepresentation of your age.

Article 4 – LICENSE TO USE WEBSITE & ACCESS COURSE MATERIALS:

We may provide you with certain information as a result of your accessing of the Course through the Website. Such information may include, but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Course (“Materials”). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable and revocable license to use the Materials solely in connection with your participation in the Course and your use of the Website. The Materials may not be used for any other purpose, and this license terminates upon your completion of the Course, your cessation of use of the Course or the Website, or at the termination of this Agreement.

Article 5 – COURSE TERMS:

The Course does not have a structured start date, which means you may begin it at any time. Whether or not the Course has been completed, it will expire the following amount of time after purchase: 365 days.

The Course and any of its accompanying Materials may not be shared with any party. If we suspect that the Course or Materials are being shared and/or that you have shared your log-in information with any party, we reserve the right to immediately terminate your access to the Course, in our sole and exclusive discretion.

We do not offer any promises or guarantees with regard to our Course or Course Materials. You hereby acknowledge and agree:

A) You are solely and exclusively responsible for the choices that you make with regard to this Course, the Materials contained within it, or any significant changes to your business or life;

B) You are solely and exclusively responsible for your own mental health, physical health, business decisions, and any other actions or inaction you choose to take;

C) We are not liable for any result or non-result or any consequences which may come about due to your participation in the Course;

D) This Course does not constitute a therapeutic relationship or a medical one. We do not provide therapy or medical services and you are responsible for procuring these services at your own will and discretion if needed.

Article 6 – INTELLECTUAL PROPERTY:

You agree that the Materials, the Course, the Website, and any other Services provided by the Course Provider are the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

Article 7 – CONTENT YOU POST:

Through your participation in the Course and your use of the Website, you may be permitted to post materials to the Course pages and other parts of the Website (“User Contributions”) such as the Professor City Groups and Forums, and the blog. You hereby grant Course Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Course Provider claims no further proprietary rights in your User Contributions.

You also agree to comply with the “Acceptable Use” provision of this Agreement for all User Contributions that you post, including and especially to not violate the intellectual property rights of any third party through your User Contributions.

If you feel that any of your intellectual property rights have been infringed or otherwise violated by the posting of information or media by another of our users, please contact us and let us know.

Article 8 – YOUR OBLIGATIONS:

As a participant in the Course, you will be asked to register with us. When you do so, you will choose a user identifier, which may be your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable you to participate in the Course. You must not share such identifying information with any third party, and if you discover that your identifying information has been compromised, you agree to notify us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of your identifying information as well as keeping us apprised of any changes to your identifying information.

The billing information you provide us, including credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the rest of your identifying information. Providing false or inaccurate information, or using the Course or the Website to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

Article 9 – PAYMENT & FEES:

As noted above, the total Fees for the Course are as follows: $37 (thirty-seven US dollars).

The entirety of the Fees are due and payable upon your registration in the Course. No payment plans or installment plans are available.

There is a 30-day 100% refund policy on online courses. The 30-day period begins on the day you purchase the course. If at any time during the following 30 days, you feel dissatisfied with your experience in the online course, you may request a full refund by emailing us at [email protected] or using the website Contact form. This is a hassle-free satisfaction guarantee, in place to encourage new website visitors to enroll in our online courses with confidence.

Article 10 – ACCEPTABLE USE:

You agree not to use the Course or the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Course or the Website in any way that could damage the Course, Website, Services, or general business of the Course Provider.

a) You further agree not to use the Course or the Website:

I) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

II) To violate any intellectual property rights of the Course Provider or any third party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.

Article 11 – AFFILIATE MARKETING & ADVERTISING:

We may engage in affiliate marketing whereby we receive a commission on or percentage of the sale of goods or services on or through the Course and/or Website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising.

Article 12 – NO LIABILITY:

The Course and Website are provided for informational purposes only. You acknowledge and agree that any information posted in the Course, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. You further agree that your participation in the Course is at own risk. We do not assume responsibility or liability for any advice or other information given in the Course, in the Materials, or on the Website.

Article 13 – REVERSE ENGINEERING & SECURITY:

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Course or Website;

b) Violate the security of the Course or Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

Article 14 – DATA LOSS:

We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Course or use of the Website is at your own risk.

Article 15 – INDEMNIFICATION:

You agree to defend and indemnify the Course Provider and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.

Article 16 – SPAM POLICY:

You are strictly prohibited from using Course for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

Article 17 – MODIFICATION & VARIATION:

We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

Article 18 – ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between the Parties with respect to the Course. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

Article 19 – SERVICE INTERRUPTIONS:

We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

Article 20 – TERM, TERMINATION & SUSPENSION:

We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

Please be advised that terminating this Agreement does not entitle you to a refund on any monies spent with us.

Article 21 – NO WARRANTIES:

You agree that your participation in the Course and your use of the Website is at your sole and exclusive risk and that any Services provided by us are on an “As Is” basis. We hereby expressly disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Course or Website will meet your needs or that the Course or Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information in the Course or on the Website. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your participation in the Course or your use of the Website is your sole responsibility and that we are not liable for any such damage or loss.

Article 22 – LIMITATION ON LIABILITY:

We are not liable for any damages that may occur to you as a result of your participation in the Course or your use of the Website, to the fullest extent permitted by law, as noted above. The maximum liability of Course Provider arising from or relating to this Agreement is limited to the greater of thirty seven ($37) US Dollars or the amount you paid to us in the last six (6) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

Article 23 – GENERAL PROVISIONS:

A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Course and your use of the Website, you agree that the laws of Minnesota shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the State of Minnesota, United States. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: United States. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Minnesota. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by Course Provider, the rights and liabilities of Course Provider will bind and inure to any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

H) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

I) FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

J) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail. For any questions or concerns, please email us at the following address: [email protected]