In any action against IGC arising from involvement with the company (including, without limitation, the use of Fee-Based Products), the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs and reasonable attorney’s fees, expert’s fees and court costs. If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the exhibits and schedules constitute the entire agreement between Member and IGC. In the event of any conflict between this Agreement and the Order Form, this Agreement shall control. This Agreement may be modified only by IGC’s posting of changes to this Agreement in the Mastermind or by written agreement of both parties.We may assign IGC’s rights and obligations under this Agreement. This Agreement will inure to the benefit of IGC’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
By clicking “I’ve read and accept the Terms and Conditions,” Member agrees to be legally bound and abide by this Agreement. If Member does not comply or breaches any of the terms and conditions, IGC will cancel this Agreement and terminate Member’s access to the Mastermind (or any part thereof) and IGC’s Fee-Based Products without prior notice. In the event of any breach, Member agrees that IGC shall not be liable to Member or any third-party for any termination or cancellation of Member’s access to or use of, IGC’s Mastermind and/or IGC’s Fee-Based Products and will remain responsible for any monies owed.
This is the entire agreement of the parties and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations. If a dispute arises out of this agreement that cannot be resolved by mutual consent, the Member and IGC agree to attempt to mediate in good faith for up to (certain amount of time such as 30 days) after notice given.
Privacy and Security
IGC is committed to protecting Member’s privacy. Group coaching and training phone calls may be recorded for training purposes. Members will be advised of any such recording at the inception of the phone call. If Member subscribes to an IGC Fee-Based Product, Member automatically become a registered user of IGC’s products and/or programs, which provides Member with access to certain products, programs, offerings, features or resources such as the ability to post messages on one of IGC’s Mastermind Areas. A “Mastermind Area” means any IGC blog, personal page, group page, chat room, message board, in-person event or similar activity where Member can communicate with other users of IGC or post Member’s own Content, subject to the Mastermind Standards and Conduct Guidelines attached. Member Agrees Not to Use the Mastermind (or Any Affiliated Areas) to:
- Upload, post, email or otherwise transmit any postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable (in IGC’s sole discretion);
- Harm minors in any way or solicit, communicate with or otherwise attempt to gain any information from a minor;
- Impersonate any person or entity, including, but not limited to, any user of the Mastermind, a director, officer, employee, shareholder, agent or representative of IGC or IGC’s affiliates or any other person or entity or falsely state or otherwise misrepresent Member’s affiliation with IGC, IGC’s affiliates or any other person or entity;
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any postings or other materials transmitted to or through the Mastermind;
- Intentionally upload, post, email or otherwise transmit any postings or other materials that Member does not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Upload, post, email or otherwise transmit any postings or materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy/publicity or proprietary rights of any party;
- Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
- Upload, post, email or otherwise transmit any postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than users of a Mastermind area are able to type or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience of this Mastermind;
- Interfere with or disrupt IGC’s website or servers or networks connected to IGC’s website or disobey any requirements, procedures, policies or regulations of networks connected to IGC’s websites;
- Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law;
- “Stalk” or otherwise harass another Member, employee, contractor or Affiliate or user of the Mastermind; or
- Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users of the Mastermind, including user names or passwords; or
- Access or attempt to access another user’s account without his or her consent.
All Mastermind Area communications, including, but not limited to, chat, message board, blog, Facebook groups, are public communications, accessible to Members and employees and subcontractors of IGC. IGC reserves the right to monitor some, all or no areas of the Mastermind (including any affiliates areas) for adherence to the standards and conduct guidelines set forth above or for any other purpose. Member acknowledges that by providing the ability to distribute postings, IGC is acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any postings or activities in any areas, nor does IGC endorse such postings. Although IGC reserves the right to remove, without notice, any posting for any reason, IGC has no obligation to review Content prior to the Content’s posting or to delete postings Members may find objectionable or offensive. IGC is not responsible for maintaining a copy of any material it removes from Mastermind and is not liable for any loss Member incurs in the event that content posted or transmitted is removed. Member’s use of Mastermind (including the affiliated areas), contributions and discussions are dependent upon Member’s compliance with the standards and conduct guidelines set forth above. IGC may revoke Member’s privileges to use all or a portion of the Mastermind and/or take any other appropriate measures to enforce these Mastermind standards and conduct guidelines if violations are brought to IGC’s attention. If Member fails to adhere to Mastermind standards and conduct guidelines or any part of this Agreement, IGC may terminate, in its sole discretion, Member’s use of or participation in the Mastermind or any affiliated platform or area.
Member agrees to indemnify, hold harmless and, at IGC’s option, defend IGC and its Affiliates, officers, directors, members, managers, employees, agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from Member’s improper use of the Mastermind or IGC’s products or offerings (including, without limitation, the Fee-Based Products), Member’s violation of this Agreement or Member’s infringement or the infringement or use by any other user of Member’s account, of any intellectual property or other right of any person or entity.
Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of Maryland and the District of Columbia, without giving effect to any principles of conflicts of law. Member agrees any action at law or in equity arising out of or relating to Member’s use (including, without limitation, the Fee- Based Products) or this Agreement shall be filed only in the federal or state courts in Maryland and/or the District of Columbia and Member hereby consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action.
Restrictions on Use of Materials
Member acknowledges the Mastermind contains information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, recordings, messages, comments, feedback, ideas, notes, drawings, articles and other materials (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Content is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws) and IGC owns a copyright in the selection, coordination, arrangement and enhancement of such Content. IGC’s commercial partners, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content, which they make available in the Mastermind.
Member may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of or in any way exploit, any of the Content, in whole or in part, without the express written consent of IGC. When Content is downloaded to Member’s computer, Member does not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited. Member acknowledges and agrees (a) that all intellectual property and any other plans, specifications, designs and other documents and materials created by or in conjunction with IGC pursuant to this Agreement or related to the services to be provided hereunder and any information, work in progress, trade secrets or other secret or confidential matter related to the business or projects of IGC constitute confidential information (“Confidential Information”); and (b) that the Member shall not use, copy or disclose to any person, firm or corporation any such Confidential Information, unless such use has been authorized in writing by IGC.
Member acknowledges all content and materials posted, emailed or otherwise transmitted to or through the Mastermind, whether posted at IGC’s request or voluntarily and whether publicly posted or privately transmitted (collectively, the “Postings”), are the sole responsibility of the person who made such Postings. IGC does not control the Postings posted, emailed or otherwise transmitted in IGC’s Mastermind by others and, as such, IGC do not guarantee the accuracy, integrity or quality of such Postings. Although IGC have adopted Mastermind standards and conduct guidelines for the participants in IGC’s Mastermind (as described below), Member understand that by using IGC’s Mastermind, Member may be exposed to Postings that are offensive or objectionable. Under no circumstances will IGC be liable in any way for any Postings (other than for Content developed by us), including, but not limited to, for any errors or omissions in any Postings or for any loss or damage of any kind incurred as a result of the use of any Postings posted, emailed or otherwise transmitted to or through this Mastermind.
If at IGC’s request or on Member’s own, Member sends, emails, posts or otherwise transmits to the Mastermind any Content (collectively, the “Submissions”), Member grants IGC and its successors and assigns a royalty-free, perpetual, irrevocable, non- exclusive right (including any moral rights) and license (as IGCll as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Submissions (in whole or in part and with or without the use of Member’s name) worldwide and/or to incorporate the Submissions in other works in any form, media or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such Submissions. Member also warrant that, to the extent Member are not the exclusive holder of all Rights in a Submission, any third party holder of any Rights, including moral rights in such Submissions, has completely and effectively waived all such rights and validly and irrevocably granted to Member the right to grant the license stated above. Member further acknowledge that IGC and its successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions. Member also permit any user to access, display, view, store and reproduce any Submission that Member have made available in a Mastermind Area for personal use.
Third Party Products and Services
Member may order services, merchandise or other products through IGC’s Mastermind from other parties (collectively, the “Third Party Sellers”). All matters concerning the services, merchandise and other products desired from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between the Member and Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise or other products provided by Third Party Sellers. Member expressly agree that IGC is not a party to such any Third Party Transactions, whether or not IGC may have received some form of revenue or other remuneration in connection with such transactions and IGC will not be liable for any costs or damages arising out of, either directly or indirectly, Member or any other person involved or related to the transactions.
Disclaimers of Warranties
The products, offerings, content and materials (including, without limitation, the fee-based products) in the mastermind are provided “as is” and without warranties of any kind, either express or implied. IGC disclaims all warranties, express or implied, including but not limited to warranties of title or implied warranties of merchantability, fitness for a particular purpose, title, compatibility, security, accuracy or non- infringement.Any product, offering, content and material (including, without limitation, the fee-based products) downloaded or otherwise obtained through the participation in the mastermind is done at Member’s sole risk and Member will be solely responsible for any damage to Member’s computer system or loss of data that results from the download of any such product, offering, content or material (including, without limitation, the fee-based products). Neither IGC, any of IGC’s affiliates or subcontractors, nor any of their respective licensors, licensees, service providers or suppliers warrant or make any representations regarding the use or the results of the use of the products, offerings, content and materials (including, without limitation, the fee-based products) in the mastermind in terms of their correctness, accuracy, reliability or otherwise.No advice or information, obtained by Member from IGC’s personnel or through this IGC website shall create any warranty not expressly provided for in this agreement.
Limitation of Liability
Member expressly understand and agree that IGC and IGC’s affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages or any other damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if IGC have been advised of the possibility of such damages), arising out of or resulting from, (a) the use or the inability to use the mastermind (including, without limitation, the fee-based products); (b) the use of any content or other material (including, without limitation, the fee-based products) in the mastermind, (c) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the mastermind (including, without limitation, the fee-based products); (d) unauthorized access to or alteration of Member’s transmissions or data; (e) statements or conduct of any third party in IGC’s mastermind (including, without limitation, the fee-based products); or (f) any other matter relating to this mastermind. In no event shall IGC’s total liability to Member for all damages, losses and causes of action (whether in contract, tort (including, but not limited to, negligence) or otherwise) exceed the amount paid by Member, if any, for accessing the mastermind. If any portion of this limitation of liability is found to be invalid, liability is limited to the fullest extent permitted by law.