Terms & Conditions

Efficiency Academy LLC (“Course Provider”), from time to time, provides certain educational courses and training programs relating to designing a personalized AI-powered digital marketing system across your businesses, including, but not limited to the Efficiency Academy Premium Support or Self-Paced program (collectively the “Course Program(s)”). The Course Programs are offered through Course Provider’s website https://ai-marketing-courses.com/ (“Site”).  By registering for and participating in Course Programs, you (“Participant” “you”, or “your”) agree to be bound by these Course Terms and Conditions (“Terms”). Please read these Terms carefully before completing your purchase.

Engagement of Course Provider. Participation in any Course Program is subject and pursuant to the terms, conditions, provisions and covenants contained herein. 

1. Course Programs.

Upon registration for any Course Programs, subject to these Terms, Participant is granted a limited, non-exclusive, non-transferable, and revocable license to access, attend and participate in the applicable Course Program and solely for Participant’s internal business purposes, access and make use of the course materials, videos, tools, and resources made available during the applicable Course Program. 

1. Course Provider may make Course Programs available via Thinkific.com. Access to Course Content will expire upon expiration of the Course Program term.  Course Provider may also use Circle.co for the provision of the Course Programs, including, but not limited to establishing a ”cohort” group for Participants to collaborate and access Course Program materials.  In such event, Participants will have access to the Circle.co cohort and all applicable Course Program materials for one (1) year from the last day of the applicable Course Program. After the one-year access period expires, all access to each Circle.co cohort and the Course Program materials will be terminated unless renewed, as permitted by Course Provider from time to time and subject to these Terms. Participants who wish to extend their Circle.co cohort access beyond the one-year period may do so for additional charges, by providing notice to Course Provider via email. Extension pricing and terms will be provided by Course Provider upon request, prior to expiration. Participants understand that any access to Course Programs or Course Content through Thinkific, Circle.co, or any other third party platform, are subject to the terms and conditions and privacy policy of such third party platform. 

2. Participants shall be required register for each Course Program on the Website and to pay a participation fee (the“Participation Fee”) the current amount of which will be set by the Course Provider in its sole discretion and provided on the Website If permitted by the Course Provider, additional team members may be added to a Participant’s enrollment for an additional fee, the amount of which shall also be determined by the Course Provider and communicated accordingly. The Course Provider reserves the right to modify any fees at any time, and any such changes shall be effective upon posting the updated fees to its website. Unless otherwise agreed by the Course Provider in writing, full payment of all applicable fees must be made prior to accessing the Course Programs. The Course Provider reserves the right to suspend or revoke access to the Course Programs for any Participant, including the access of any additional team members, if any. Participation Fees due hereunder have not been paid in full, when due. Participants are solely responsible for any sales tax, VAT, or use tax, transaction fees, currency conversion costs, or other charges incurred in connection with payment of any Participation Fees. 

3. Self-Paced Programs. Participant understands that by registering for any Self-Paced Programs, Participant will have access to an existing Course Program and Course Content with no live component or support (excepting any cohort which may be established from time to time as provided herein).  Participant’s access to any Self-Paced Program shall be for the duration disclosed upon registration.  Accessing and completing the Self-Paced Program is within the Participant’s discretion and failure to do so, shall not entitle Participant a refund, credit, or extension. Participant agrees to make good faith efforts to review all Course Content and make use of the information and knowledge gained by Participant therefrom.

d. Premium Support. Participant may elect to register for Premium Support for a Course Program. In such event, Course Provider will provide customized live services associated with the applicable Course Program.  These support services will be provided in the manner and timelines described on the Site and/or during registration for the applicable Course Program.  

2. Participation Terms. Participant acknowledges and agrees to the following participation terms:

1. Respectful Conduct. Participants are expected to conduct themselves respectfully and professionally while participating in the Course Programs, any cohort, interactions with other participants and in all interactions with the Course Provider. Participants must treat instructors, guest speakers, staff, and other participants with professionalism and respect at all times. Participant shall not engage in any discriminatory, harassing, abusive, inappropriate, unethical or disruptive behavior. Determination of compliance under this Section 3 shall be made by Course Provider in its sole and reasonable discretion.

2. Attendance and Engagement. Active participation is essential for success of the Course Programs. Participant is expected to actively participate in the Course Programs, including attending scheduled programming, participating in Course Program activities and completing assignments in a timely manner. Participant shall be responsible for notifying Course Provider of planned absences or delays in submitting assignments.

3. Technology and Third Party Service Requirements. To ensure full participation, Participant shall be responsible for procuring: (i) reliable internet connection; (ii) functional computer or device with webcam and microphone; and (iii) access to any third-party platforms, software, or AI tools as specified by the Course Programs. Failure to meet these technical requirements may limit access to certain aspects of the Course Programs, and no credits or refunds will be provided in the event that a Participant’s participation in any Course Program is limited due to failure to meet the technology requirements. Participant understands, acknowledges, and agrees that Participant shall be solely responsible for the payment of any fees associated with software subscriptions, services, tools, platforms, advertising, marketing, or otherwise that may result from participation in the Course Program and/or implementation of the Course Content. 

4. Use of Course Materials. Participant shall use materials provided in connection with the Course Programs, including videos, presentations, case studies, templates, and written and oral content (collectively, the “Course Content”) solely for personal use. Participant shall not, and shall not direct or permit any third party to copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, share, sell, license, or otherwise exploit for any commercial purpose whatsoever, including but not limited to reselling, licensing, or distributing for profit or financial gain, any Course Content with any third party without Course Provider’s express prior written consent. Additionally, you are expressly prohibited from using the Course Content, in whole or in part, to train, develop, fine-tune, or otherwise enhance artificial intelligence (AI) models, machine learning algorithms, or similar technologies, whether for personal, commercial, or any other purpose, without Course Provider’s express prior written permission. Course Provider reserves all rights not expressly granted to you herein, in and to the Site, Course Programs, and any Course Content. Any breach of this provision and/or the intellectual property rights of the Course Provider will constitute a material breach of these Terms and your right participate in any Course Programs will terminate immediately.

5. Confidentiality. Participant understands that the Course Programs and the Course Content are proprietary and highly valued intellectual property owned exclusivity by Course Provider and its affiliated partners. Participant further acknowledges that each participant in a Course Program may disclose information about their business, intellectual property, personal information, or other third party confidential information during the course of their participation. Participant shall hold in strict confidence and shall not disclose to any third party or permit the use of any information provided in the Course Content, any information or discussions with Course Provider or other participants during the course of a Course Program, or during participation in the cohort, in connection with the Course Programs, or the identities of any other participant in the Course Programs (collectively, “Confidential Information”), without Course Provider’s express prior written consent.

6. Recording. Participants understand that elements of the Course Programs, such as live sessions, workshops, Q&A and other interactions during the Course Programs may be recorded by Course Provider, including audio and video. Participant hereby grants the Course Provider and its representatives an irrevocable, worldwide, perpetual, royalty-free right and permission to: (i) Record, photograph, and otherwise capture the Participant’s image, voice, name, likeness, and any contributions made during the Course Programs; and (ii) Use, publish, display, reproduce, distribute, and create derivative works from such recordings or materials in connection with the Course Content, marketing, promotional materials, case studies, testimonials, and educational resources in any form or medium now known or hereafter developed. This permission applies whether such recordings are used in full or in part, and whether or not Participant is identified by name. Participant waives any right to inspect or approve any such uses and understands that no additional compensation will be provided for such use. If Participant wishes to opt out of appearing in recordings or promotional materials, a written request must be submitted to Course Provider prior to the start of the course, and reasonable efforts will be made to accommodate such requests without limiting access to core Course Content.

7. Grievance and Feeback. Participant agrees to direct any grievances, complaints, or concerns privately and in good faith to the Course Provider. All feedback, complaints, or requests for resolution should be submitted confidentially and directly to the Course Provider. Course Provider will make commercially reasonable efforts to respond and address concerns in a timely, respectful, and constructive manner.

8. Course Provider Discretion. Participant acknowledges and agrees that Course Provider retains full and exclusive discretion over all aspects of the design, delivery, and administration of the Course Programs. This includes but is not limited to: (i) selection and scheduling of topics, instructors, guest speakers, and materials; (ii) format and timing of live sessions, workshops, and assignments; (iii) access to Course Content, platforms, or supplemental tools; and (iv) modifications to curriculum, pacing, delivery methods, or course schedule. Course Provider reserves the right to make any changes deemed necessary or beneficial to the success of the Course Programs, including rescheduling sessions, updating content, or substituting instructors, with or without prior notice. Notwithstanding any reference in these Terms or related marketing materials or terminology, such access shall be deemed to apply only for the duration that the Course Provider continues to offer and maintain the Course Programs. The Course Provider reserves the right, at its sole discretion, to discontinue or retire the Course Programs at any time, without obligation to provide continued access thereafter.

9. Third-Party Platform and Services. Participant acknowledges that, from time to time, the Course Programs may require the use of or access to third-party platforms, tools, websites, or services (collectively, “Third-Party Services”). Participant agrees to: (i) register for and maintain access to such Third-Party Services as reasonably required for course participation; and (ii) review, accept, and comply with any applicable terms of service, privacy policies, and usage guidelines set forth by the providers of such Third-Party Services. Course Provider is not responsible for the availability, performance, support, or data handling practices of any Third-Party Services. Use of such services is at the Participant’s own risk, and any disputes or issues arising from their use shall be resolved between the Participant and the respective third-party provider. Participant acknowledges that Circle.co is a third party platform and Third-Party Services hereunder.  

10. Privacy Notice. The Participant acknowledges and agrees to the terms of the Privacy Notice on the Site and incorporated by reference into these Terms. By accepting these Terms and/or participating in the Course Programs, the Participant consents to the Privacy Notice.

3. Acknowledgements. Participant acknowledges and agrees to the following:

1. No Guarantees. Course Provider makes no representations, warranties, or guarantees, express or implied, regarding the results, outcomes, or success the Participant may achieve as a result of enrolling in or completing the Course Programs. Participation in the Course Programs does not guarantee any specific outcome, including but not limited to increased productivity, financial gain, business success, or career advancement. Results will vary significantly based on individual effort, experience, application, and external factors beyond the Course Provider’s control. The Course Programs are offered for educational and informational purposes only.. The Participant accepts full responsibility for how they choose to apply the concepts and tools taught during the Course Program or contained in any Course Content.

2. No Professional Advice. Course Provider is not providing any legal, accounting, tax, regulatory or other professional advice or services in connection with these Terms that would otherwise require independent licensing, and that Course Provider recommends that the Participant seek such advice from qualified independent professionals. Course Provider is not providing individual information, specific to a particular Participant’s business.

3. Accuracy of Information. Course Provider is relying on the accuracy of information supplied to it by the Participant. Accordingly, Participant agrees to supply accurate and up-to-date information to Course Provider in connection with the Course Programs. Participant acknowledges and agrees that Course Provider shall have no duty, whether express or implied, to verify the accuracy of such information supplied to it.

4. Artificial Intelligence. Course Programs may use Artificial Intelligence tools.  Participant understands and acknowledges that any content generated with tools using artificial intelligence may not be unique to the Participant and further may not be accurate, reliable, or non-infringing. Artificial intelligence generated content may not accurately reflect real people, places, or facts. Participant is responsible for reviewing and verifying any such content. 

4. Termination.

1. Termination by Participant. Participant may withdraw from the Course Programs at any time by providing written notice to the Course Provider. However, except as specifically provided in the Refund Policy below, withdrawal does not entitle Participant to a refund or credit of any kind.

2. Termination by Course Provider. Course Provider reserves the right to revoke or suspend a Participant’s access to the Course Programs and access to any Course Content at any time, with or without notice, due to concerns regarding Participant’s violation of these Terms. In such event, Participant shall not be entitled to a refund.

3. Effect of Termination. Upon termination under Section 4 (b) above, Participant shall immediately cease access to the Course Programs and cease use of all Course Content and related platforms. Participant shall destroy any Course Content in Participant’s possession. 

4. The provisions of Sections 1 (b, c, and d), 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 and any other provisions which should reasonably survive termination shall survive termination of these Terms.

5. Course Provider reserves the right, but not the obligation, to: (1) monitor the Course Program and Participant for violations of these Terms; (2) take appropriate legal action against any Participant who, in Course Provider’s sole discretion, violates the law or these Terms, including without limitation, reporting Participant to law enforcement authorities; (3) in Course Provider’s sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Participant Submissions or any portion thereof; (4) in Course Provider’s sole discretion and without limitation, notice, or liability, to remove from the Course Program and cohort or otherwise disable all files and content that are excessive in size or are in any way burdensome to Course Provider’s systems; and (5) otherwise manage Course Program in a manner designed to protect Course Provider’s rights and property and to facilitate the proper functioning of the services.

5. Refund Policy.

1. Participants are entitled to a full refund of the Participation Fee if written notice of cancellation is received by the end of the fourteenth day of the applicable Course Program.  After the fourteenth day, the Participant Fee becomes non-refundable, regardless of whether the Participant continues or accesses the Course Programs.

2. Refunds will be processed using the original payment method, with timing depending on your payment method provider.

6. Ownership. Participant acknowledges and agrees that all rights, title, and interest in and to the Course Programs and the Course Content are and shall remain the sole and exclusive property of Course Provider or its licensors. This includes all intellectual property rights in the design, structure, methodologies, materials, and delivery of the Course Programs, as well as any enhancements, modifications, or derivative works created by Course Provider in connection therewith. Nothing in these Terms shall be construed as granting Participant any ownership or proprietary rights in the Course Programs or the Course Content. Subject to these Terms, Participant is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Course Content solely for Participant’s own personal, non-commercial educational purposes. All rights not expressly granted are reserved by Course Provider. By directly sending Course Provider any question, comment, suggestion, idea, feedback, or other information about the Site, servies, Course Program, Course Content, or otherwise (“Feedback”), you agree to assign to Course Provider all intellectual property rights in such Feedback. You agree that Course Provider shall own this Feedback and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

During the course of your participation in any Course Programs, you may chat, contribute to, or participate in online courses, educational activities, blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to Course Provider or Course Provider hosted or managed functionality, including but not limited to text, writings, code, video, audio, photographs, graphics, comments, reviews, suggestions, personal information (subject to the Privacy Notice), name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide, or other material (“Participant Submissions”). Any Feedback that is publicly posted shall also be treated as a Participant Submission. You understand that Participant Submissions may be viewable by other participants or third parties and possibly through third-party websites. You hereby grant Course Provider with an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Participant Submissions for training, education, promotional, and commercial purposes, to prepare derivative works of, or incorporate into other works, and to sublicense the licenses granted in this section. Course Provider’s use and distribution may occur in any media formats and through any media channels. Any such use is subject to the Privacy Notice. 

7. Representations and Warranties: By enrolling in the Course Programs, you represent and warrant that (a) you are duly authorized to enter into these Terms either personally or on behalf of the business entity you represent; (b) the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (c) all registration information you submit will be true, accurate, current, and complete; (d) you are not a minor in the jurisdiction in which you reside; (e) you will not access the Course Programs through automated or non-human means, whether through a bot, script or otherwise; (e) you will not use Course Program or Course Content for any illegal or unauthorized purpose; and and (c) your participation in the Course Programs does not violate any applicable laws or existing contractual obligations. You further agree to cooperate with Course Provider as reasonably necessary to support delivery of the Course Programs.

8. No Warranties. The Course Programs and the Course Content are provided “AS IS,” without representations or warranties of any kind. Course Provider expressly disclaims all warranties, express, implied, or statutory, including but not limited to the implied warranties of merchantability, title, fitness for a particular purpose, and any implied warranties arising from course of performance or course of dealing. Course Provider does not warrant any specific results, business outcomes, or performance improvements as a result of participation in the Course Programs or use of the Course Content. Course Provider does not guarantee that the Course Programs will meet all of Participant’s individual goals, expectations, or use cases, or that any business strategies, tools, or frameworks presented will be applicable or effective in Participant’s particular context.

9. Indemnification.

1. Participant Indemnification. Participant agrees to defend, indemnify, and hold harmless Course Provider and its affiliates, officers, directors, members, managers, employees, instructors, agents, contractors, and representatives (each, an “Indemnified Party”) from and against any and all liabilities, losses, damages, claims, suits, demands, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) incurred by any Indemnified Party arising out of or relating to: (i) Participant’s breach of these Terms; (ii) Participant’s violation of any applicable law or regulation; (iii) Participant’s misuse, unauthorized disclosure, or misappropriation of any Course Content or Confidential Information; or (iv) any gross negligence or willful misconduct by Participant in connection with the Course Programs.

2. Indemnification Procedure. The Indemnified Party will notify the Participant after learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs, and expenses, and such Indemnified Party will cooperate with the Participant in every proper way in the defense or settlement thereof at Participant’s request and expense. No settlement by Participant on behalf of any Indemnified Party shall acknowledge or implicate any liability, fault, or wrongdoing on the part of any Indemnified Party or give rise to liabilities in a manner that imposes any restrictions or obligations on any Indemnified Party without the prior written consent of such Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed). If Participant fails or declines to assume the defense of any claim or action within thirty (30) days after such party receives notice of the claim or action (which failure shall constitute a material breach by such party), then the Indemnified Party may assume the defense of such claim or action for the account and at the risk of Participant, and any liabilities related to such claim or action and the defense thereof shall be conclusively deemed a liability of Participant. The indemnification rights of the Indemnified Parties under this Section are in addition to all other rights that any Indemnified Party may have at law, in equity, or otherwise.

10. Limitations of Liability.

1. EXCEPT FOR WILLFUL MISCONDUCT RESULTING IN VIOLATION OF ANY APPLICABLE LAWS (THE “EXCEPTED MATTERS”), IN NO OTHER EVENT WILL COURSE PROVIDER OR ITS AFFILIATES BE LIABLE TO PARTICIPANT OR ITS AFFILIATES IN CONNECTION WITH THE COURSE PROGRAMS OR ANY COURSE CONTENT, REGARDLESS OF THE FORM OF CLAIM, WHETHER IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, AND LOSS OF INCOME OR PROFITS. THIS SECTION SHALL APPLY IRRESPECTIVE OF WHETHER COURSE PROVIDER HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR SUCH DAMAGES OR LOSSES WERE OTHERWISE FORESEEABLE AND REGARDLESS OF WHETHER ANY AGREED-UPON OR OTHER REMEDY FAILS ITS ESSENTIAL PURPOSE.

2. TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT FOR THE EXCEPTED MATTERS, IN NO OTHER EVENT WILL COURSE PROVIDER’S AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY IN CONNECTION WITH THE COURSE PROGRAMS OR ANY COURSE CONTENT, INCLUDING FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANYTHING TO BE DONE OR FURNISHED IN CONNECTION WITH THE COURSE PROGRAMS OR ANY COURSE CONTENT, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY, AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, EXCEED THE FEES ACTUALLY PAID TO COURSE PROVIDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM.

11. Miscellaneous.

1. Assignment. Participant shall not assign its rights or delegate any performance under these Terms without the prior written consent of Course Provider. Course Provider may, at its discretion, assign some or all its rights or obligations to a third party, without Participant consent or approval.  If Course Provider is acquired by, sold to, or merged with a third-party entity, Course Provider reserves the right to transfer or assign all Participant user data as part of such merger, acquisition, sale, or change of control.

2. Notices.  Course Provider may provide Participant with notices in any of the following methods: (1) via the Course Programs, including by a banner or pop-up within the applicable website, account or elsewhere; (2) by e-mail, sent to the e-mail address provided to Course Provider by Participant; and/or (3) through any other means, including any phone number, SMS or text message or physical address Participant provided to Course Provider. Such notice to Participant will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If Course Provider chooses to notify Participant through electronic communication, Participant agrees to receive such communications, including but not limited to Course Provider’s applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.

3. Binding Confidential Arbitration.  PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH PARTICIPANTS MAY SEEK RELIEF, AND REQUIRES THAT PARTICIPANTS ARBITRATE DISPUTES WITH COURSE PROVIDER. If Participants have a dispute with Course Provider, the Course Provider will first seek to resolve such a dispute through its support team.

4. In the event of any dispute between Participant and Course Provider regarding the Course Programs and any related matters, both parties agree to try for fourteen (14) days to resolve such dispute informally. If the parties cannot resolve the dispute informally, then the parties agree that any and all disputes, claims or controversies arising out of or relating to the Course Programs shall be submitted for final and binding confidential arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration will initially be in Denver, Colorado. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall award to the Prevailing Party, if any, as determined by the arbitrator(s), all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and reasonable attorneys’ fees. In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Colorado. “Prevailing Party” shall be defined: (a) as a claimant that is awarded net fifty-one percent (51%) of its affirmative claim, after any offsets for claims or counterclaims by the other party, and (b) as a defendant/respondent against whom an award of less than fifty percent (50%) of a claimant’s claim is granted.

5. Injunctive Relief. The binding arbitration provisions of this Section do not prevent a party from seeking injunctive or other equitable relief in a judicial forum in accordance this Section. The parties agree that irreparable damage would occur and that they would not have adequate remedy at law in the event any of the confidentiality and non-disparagement provisions of these Terms were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to seek equitable relief, including injunction, to prevent breaches or threatened breaches of such confidentiality provisions (without the requirement of posting a bond or otherwise securing any undertaking as to damages and without the necessity of proving actual damages) and to enforce specifically the terms and provisions of this Section, this being in addition to any other remedy to which they are entitled at law.

6. Governing Law; Forum. The laws of the United States of America and the State of Colorado govern all matters arising out of or relating to these Terms without giving effect to any conflict of law principles. For matters in which binding arbitration is not enforceable or does not apply, each of the parties irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Denver County, Colorado, as applicable, for any such matters.

7. WAIVER OF JURY TRIAL. TO THE EXTENT BINDING ARBITRATION IS NOT APPLICABLE, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THESE TERMS OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE COURSE PROGRAMS OR THESE TERMS, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SUBSECTION HAS BEEN FULLY DISCUSSED BY PARTICIPANT ACKNOWLEDGES AND AGREES THAT THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. PARTICIPANT FURTHER WARRANTS AND REPRESENTS THAT PARTICIPANT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT PARTICIPANT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

8. No Personal Liability. To the maximum extent permitted by law: (i) it is expressly understood and agreed by Participant that there shall be no personal liability of whatsoever nature imposed upon Course Provider’s officers, directors, agents, affiliated persons and entities, managers, members, employees, contractors, or any other third party, or any of their respective heirs, representatives, successor or assigns; and (ii) in the event Course Provider commits a default or breach of any of the terms, covenants or conditions hereof or, Participant’s sole and exclusive remedy shall be the institution of legal proceedings solely against Course Provider in its capacity as a limited liability entity.

9. Severability. If a court of law holds any provision of these Terms to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected.

10. Amendment and Waiver.  The Course Provider reserves the right, in its discretion, to amend these Terms at any time by posting amendments on the Site.  Participant is responsible for periodically reviewing the amendments on the Site, and Participant is deemed to be aware of such amendments. If such amendments will impact any Course Program in which Participant is then participating, Course Provider will provide Participant with written notice of such amendment.  If Participant does not agree to the amended terms and conditions, Participant shall immediately stop participating in the Course Programs. Access to the Course Programs or use of the Course Programs after any amendments have been posted shall constitute Participant’s acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to these Terms and no waiver of any provision of these Terms shall be binding on the Course Provider unless executed by the Course Provider in writing. No waiver of any of the provisions of these Terms shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

11. Acknowledgement. Participant acknowledges that in accepting these Terms, Participant has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of these Terms. These Terms shall not be construed against any party by reason of the drafting or preparation hereof.

12. Headings and Captions. The captions used in these Terms are for convenience only and will in no way define, limit, or describe the scope of intent of the Terms or any part thereof.

By completing your registration for any Course Program you acknowledge that you have read, understood, and agree to be bound by these Terms.