Terms of Use & Disclaimer

Last Updated: 10/02/2021

PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AS WELL AS SPECIFIC PROVISIONS CONCERNING HOW ANY DISPUTES INVOLVING THE WELLCODE.COM, LEARN.WELLCODE.COM AND ANY RELATED WEBSITES, WEB PAGES AND/OR ANY PRODUCTS AND SERVICES AVAILABLE THROUGH SAME WILL BE RESOLVED. THESE PROVISIONS THEY GOVERN ALL TRANSACTIONS BETWEENANY WEBSITE, WEB PAGE, OR ONLINE FORUM OR COMMUNITY OWNED AND OPERATED BY WELLCODE, INC AND ITS VISITORS. ANY NEW CONTENT, PRODUCTS, SERVICES, FEATURES OR TOOLS ARE ADDED TO THE WEBSITE OR ANY WELLCODE ASSETS SHALL ALSO BE SUBJECT TO THE TERMS OF SERVICE. YOU CAN REVIEW THE MOST CURRENT VERSION OF THE TERMS OF SERVICE AT ANY TIME ON THIS PAGE. WE RESERVE THE RIGHT TO UPDATE, CHANGE OR REPLACE ANY PART OF THESE TERMS OF SERVICE BY POSTING UPDATES AND/OR CHANGES TO OUR WEBSITE. IT IS YOUR RESPONSIBILITY TO CHECK THIS PAGE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF OR ACCESS TO THE WEBSITE FOLLOWING THE POSTING OF ANY CHANGES CONSTITUTES ACCEPTANCE OF THOSE CHANGES. BY USING THIS WEBSITE OR ANY WELLCODE ASSETS, AS DEFINED BELOW, YOU REPRESENT THAT YOU ARE AT LEAST 16 YEARS OLD OR THAT YOU HAVE YOUR PARENT OR LEGAL GUARDIAN'S APPROVAL TO DO SO. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A MINOR UNDER 16 YEARS OF AGE BY GIVING YOUR AUTHORIZATION OR PERMISSION TO SUCH MINOR TO UTILIZE THIS WEBSITE OR ANY WELLCODE ASSETS, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED A PARENT OR LEGAL GUARDIAN OF SAID MINOR AND THAT YOU HAVE THE AUTHORITY TO BIND THEM TO THESE TERMS, IN WHICH CASE THE WORDS “YOU” AND “YOUR” AS USED IN THESE TERMS SHALL REFER TO THE MINOR. IF YOU HAVE QUESTIONS, PLEASE CONTACT US AT THE CONTACT INFORMATION CONTAINED IN THE FOOTER OF THIS PAGE.

Introduction

This Website and the Products and Services available for purchase hereon are owned and operated by WellCode, Inc., with a principal address of State of Delaware 1675 South State Street, Suite B in the City of Dover, County of Kent. Zip code 19901 (“WellCode”, “We,” “Us” or “Our”).

These Terms of Use (“Terms” or “Agreement”) apply to any and all persons and legal entities who a) visit or use any page of the WellCode.com or learn.WellCode.com websites, including any related mobile websites and mobile applications, platforms (collectively, the “Website”); b) become a member of any membership site, community, discussion forum, online platform, group (including but not limited to any groups hosed on Facebook or other social media or similar platform), page or communication channel (using, for example, Slack, Discord and similar tools) owned or operated by WellCode (“WellCode Community”); or c) purchase or download, for free or in exchange for compensation, any products sold by WellCode (“Products”) or using any services provided by WellCode, including any coaching programs, memberships, and learning platforms and associated tools (“Services”). These Terms apply to all activities relating to your use of the Website, Products, Services and WellCode Communities (collectively, “WellCode Assets”), whether or not you make a purchase, create a user account, register as a member, and whether you’re accessing the Website from a computer, tablet, mobile phone device, or other means of access.

We may add additional websites, pages, apps, groups, forums, pages, communication channels, products and services as we expand our offerings, and these Terms of Use will govern those new additions when they are made public or go live, unless a particular service or relationship between us requires the execution of a separate contract, in which event the more specific agreement shall control. This Agreement is subject to change by Us at any time. Any changes will be posted to this URL and will be effective as of the date of posting, as indicated by the “Last Updated” date at the top of the page. You will also receive an e-mail from us notifying you of any changes. We also reserve the right to refuse service to anyone for any reason at any time. Your continued use of any WellCode Assets will constitute your express and binding acceptance of and consent to the any Terms of Use in effect, including all revisions. If you object to anything in these Terms, the Privacy Policy or any content on the Website, you are not authorized to use any WellCode Assets.

Products, Services, Accounts and Memberships

Products and Services. This Website may contain certain Products and/or Services available for purchase. Please read these terms carefully as they govern your rights with regard to any Products and Services available through the Website.

Changes to Products and Services. We reserve the right at any time to modify or discontinue any Product or Service, or any part or content thereof, without notice at any time. Prices for Products and Services are likewise subject to change without notice; likewise, all content, features, and descriptions of any Product or Service is subject to change at any time, without notice, at Our sole discretion. WellCode is not liable to you or any third party for any modification, price change, suspension or discontinuation of any Product or Service.

Restrictions. We reserve the right, but are not obligated, to limit access to the Website and/or the sales of our Products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case by case basis. We further reserve the right to limit the quantities of Products or Services, including membership access to any educational and/or coaching programs, that we offer. Any offer for any Product or Service made on this site is void where prohibited by law.

Becoming a Member. If you purchase a Product or Service that includes membership in a course, coaching program, mastermind, or other ongoing service, you will be required to provide certain personal information, including:

• Your first and last name;
• Your company name;
• Your e-mail address and telephone number;
Your credit card or bank account information;
• Your billing address;
• Your shipping address;

How we collect and process said personal information, the purposes for which we collect same, as well as your rights and options regarding opting out of the collection or processing of your personal information, is explained in detail in our Privacy Policy.

You agree to provide current, complete and accurate information when required, included but not limited to your name, age and email address. You agree to promptly update your account and other information, so that we can establish whether you are of an appropriate age to use the service and contact you as needed.

Upon signing a Client Agreement and paying the required Membership Fee for a Product or Service, you will be granted immediate access to members-only content and services included with your membership level. Depending on the Product or Service purchased, this may include access to video modules and other downloadable content, access to program details and a coaching schedule, and the ability to join WellCode Communities to post comments, questions, feedback, feedback requests, and other content in the members area.

Detailed information on what is included in your program can be found in the Client Agreement you will be asked to sign when completing your enrollment and making your payment. Specific details and schedules for calls, workshops, trainings, mastermind retreats, office hours and other aspects of your selected Product or Service will be posted in the membership area for the Product or Service purchased.

If You create an account or become a member, you will be provided access to the Program able to leave comments on certain content on the Website that will be visible to WellCode, other members, and in some cases, the general public.

Products and Services available to our members and subscribers will be available for the period of time specified on the website, checkout page and/or Client Agreement signed at the time of your purchase. Upon expiration of that timeframe, your access to the Product or Service will be terminated, unless you notify us in writing that you intend to renew your membership or subscription.

Please note that our Products, Services and prices are always subject to change without notice.

Passwords and Account Security. With the exception of our free course(s) and materials, our Products and Services available exclusively to our paying and/or registered members. You acknowledge that maintaining the confidentiality of your username and password are your obligation and responsibility. You further acknowledge and agree not to disclose or allow the use of your username or password, or otherwise lend or transfer access to your user account or membership account used to access any Product or Service, or associated paid membership forum or members-only content, to any third party. The Products and Services, including the memberships sold through the Website, are for your personal use only, and are not to be shared or re-sold. You are fully responsible for all transactions with, and information conveyed to Us under your username, membership, or account.

In the event of any unauthorized use of your username or password, or any other breach of security related to your membership or user account, you hereby agree to immediately notify Us immediately. You further agree that We are not liable for any claims, losses, liabilities or damages relating in any way to such breach of security, and that you will indemnify and hold Us harmless in connection with any loss or damage arising from your failure to comply with any of the obligations under this section.

Payment of Fees. All information you provide in connection with a purchase or transaction must be accurate, complete and current. You agree to pay all charges incurred in connection with the purchase of a Product or Service, at the prices in effect when such charges are incurred. You also agree to pay any applicable taxes, if any, relating to your purchase or transaction.

Membership Fees. The membership fees are payable either in one sum when purchasing a Product or Service, or in monthly installments, in the manner and amount(s) specified on the checkout page and/or in the Client Agreement you signed when purchasing or enrolling in the applicable Product or Service. By completing the necessary agreement(s) and providing us with your payment information, you authorize Us to process payment in the amount indicated for the Product(s) and/or Service(s) selected.

Monthly Installment Plan. Upon signing up for any WellCode Service, you acknowledge and agree to pay the total Membership Fee stated in your Client Agreement. If the installment payment option is selected, the Membership Fee payable to WellCode is the total sum of all installments stated in your Client Agreement when signing up for the program, and you are legally obligated to make all installment payments as scheduled for the entire Term, until the full balance of the Membership Fee is paid, regardless of whether or not You ultimately decide to take advantage of the content, coaching calls and resources provided, and whether or not You elect to terminate Your membership prior to the expiration of the Term. You understand that selecting installment payments requires full payment of the Membership Fee, and does not constitute a “month-to-month membership.” Accordingly, by signing up for the monthly installment plan, You agrees to have Your credit or debit card on file automatically charged for all installments on the dates set forth in Your Client Agreement.

Changes to Payment Information. You agree to keep your credit card information current. If you need to update your credit card information or payment method, please send an e-mail to [email protected] and our team will promptly respond with specific instructions for doing so safely and securely.

You must notify WellCode of any changes to the account from which Your payment is debited no less than 10 business days prior to the date Your payment is due. You agree to ensure WellCode has current and valid account information, and that sufficient credit or funds are available to cover all automated payments.

In the event that a payment is rejected or denied, you agree to update and provide a valid form of payment within forty-eight (48) hours of the failed payment attempt to avoid losing your account and/or your membership privileges being suspended or terminated. Any installment amount remaining unpaid after the date it is due shall bear interest at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater, from the date such payment was due until it is paid.

Third-Party Services. If You agree to automated payments for any third-party services, WellCode will also charge payment for those services to Your account monthly on Your payment date. Any automated payments to third parties for utilities or services for Your campaign are non-refundable. Automated payments for third party services can be cancelled or changed only with 30 days’ notice.

Termination for Non-Payment. We may terminate or suspend your access to any WellCode Assets and any associated third-party products or services provided to you as part of the Product or Service purchased, with immediate effect for non-payment of fees. Any unpaid sums billed to you shall become a lien upon your personal and real property. In the event that collection efforts are required to collect unpaid costs, fees and/or expenses, you shall be liable to reimburse WellCode immediately for any costs and expenses, including attorney fees and court costs, necessitated by having to undertake such collection efforts.

Late Payments; Default. In the event that a) an installment payment is late, b) You terminate automatic payments, or c) an automated payment is returned or denied, You must submit payment in full within 10 business days (“Grace Period”). If payment is not submitted within the Grace Period, You shall be deemed to be in default of these Terms and your Client Agreement (“Default”), and WellCode may, at its discretion, i) suspend or terminate Your account, Your membership privileges and Your access to any WellCode Products and Services, ii) permanently remove You from any WellCode Program or WellCode Community, and iii) permanently delete Your account(s) and all data associated with Your membership account from WellCode’s platform and network with immediate effect. Any portion of the Membership Fee remaining unpaid after the date it is due shall bear interest at a rate of 1.5% per month or the highest rate allowed by law, whichever is greater, from the date such payment was due until it is paid. Any unpaid sums billed to You shall become a lien upon Your personal and real property. In the event that collection efforts are required to collect unpaid costs, fees and/or expenses, You shall be liable to reimburse WellCode immediately for any costs and expenses, including attorney fees and court costs, necessitated by having to undertake such collection efforts.

Refunds and Cancellations. All purchases of WellCode Products and Services are final, non-refundable and not subject to cancellation. Membership Fees will not be returned or reduced under any circumstances, regardless of whether or not You ultimately elect to take advantage of the content, coaching calls and resources provided. You understand that should You elect to terminate Your membership in any WellCode Program, Product or Service prior to the expiration of its term, no refunds will be provided and, if the Membership Fee is not paid in full, You shall remain legally obligated to make all installment payments listed in your Client Agreement, until the full balance of the Membership Fee is paid.

Membership Term. Memberships begin on the date the membership fee is paid, and continue for the duration stated in your Client Agreement, or until either a) we cancel your account due to your breach of these Terms and Conditions or your Client Agreement; b) we cancel your account for any other reason; c) you terminate your membership in accordance with these Terms and Conditions or your Client Agreement; or d) we discontinue the operation of the Website and the related Products/Services (“Term”). In the event of the latter, we will provide all of our paying members with at least 14 days’ notice prior to our termination of the Website and/or the relevant Product or Service.

While some of our members may progress through our Programs and Services faster than the typical 6-months required to complete the curriculum, clients who finish our courses before the termination date will still have access to all materials and coaching sessions, if applicable, until the end of the Program.

A breach or violation of these Terms and/or the terms set forth in any Client Agreement or other written contract or agreement signed by you will result in the immediate termination of your access to any of our Products or Services, with no entitlement to notice or refund.

Third Party Sites. We love to interact with our members, users and community on third party sites, applications and platforms such as Facebook, LinkedIn, Twitter, Zoom, Skype, WhatsApp, Instagram and others. Please note that we do not have any control over these third-party platforms, which have their own Terms of Use and Privacy Policies that apply to their use, and with which you should familiarize yourself prior to use.

In addition, the Website and any WellCode Assets may include links to and materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with WellCode. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Third Party Products. Any reference in any WellCode Assets to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by WellCode. Information on this website relating to third party products is for informational purposes only.

While WellCode may provide access to certain third-party products, services, websites, platforms, subscriptions, tools and resources as part of the Program (“Third Party Assets”), it is understood by Client that WellCode does not have any ownership or control over such Third Party Assets. Accordingly, to the fullest extent permitted by applicable law, WellCode specifically disclaims all representations and warranties, express or implied, including any warranties of merchantability and fitness for a particular purpose, noninfringement, as well as any and all warranties relating to the functionality, features, or reliability of any third-party products and services, and the accuracy, timeliness, reliability, completeness or currentness of any information contained in or accessible through same. Specifically, WellCode makes no representation or warranty that (a) any Third Party Assets will be available on a timely basis, or that access to same will be secure, uninterrupted, and without error; (b) that any defects or errors relating to any Third Party Assets will be corrected; (c) that the Third Party Assets are free of defects, malfunctions, viruses or other harmful elements; or (d) that access to Third Party Assets from the WellCode website or otherwise, will be uninterrupted and without error.

WellCode does not monitor, approve, or update the content posted by third parties on their websites and in other Third Party Assets, and our inclusion of links thereto in no way implies or constitutes any association between WellCode and said third party, nor does it constitute any form of guarantee, endorsement, or representation with respect to the completeness or accuracy of the referenced third party content or site. Any third party content posted by us is not a reflection of Our views.

By using any Third Party Assets, You acknowledge that said Third Party Assets have their own terms, privacy policies and disclaimers which may be different from those of WellCode, and which are beyond WellCode’s control. It is Your job and responsibility to read those terms and privacy policies before using any Third Party Assets. You acknowledge and agrees that we provide access to Third Party Assets on an “as is” and “as available” basis without any warranties, representations or conditions of any kind and without any endorsement. WellCode shall have no liability whatsoever arising from or relating to Your use of optional Third Party Assets. Any use or reliance upon such Third Party Assets is entirely at Your own risk and discretion, and You should ensure that You are familiar with and approves of the terms on which Third Party Assets are provided by the relevant provider(s).

WellCode may, in its sole discretion, discontinue providing access to any Third Party Assets at any time for any reason. In the event that we elect to discontinue providing access to any Third Party Assets, any client to whom such access was provided will receive a minimum 30 days’ notice of termination so that they may transfer their accounts or make other arrangements, as applicable.

Third Party Discounts. Certain WellCode Products and Services may include access to various third-party products, services, programs and subscriptions at a discounted rate (“Third Party Discounts”). By purchasing or signing up for any WellCode Product or Service, you acknowledge that these discounts are available only to paying members, and only while such paying member’s account is active, current, and not in default. Termination of membership in any WellCode program, Product or Service will also result in the immediate termination of access to any and all Third Party Discounts associated with such WellCode program, Product or Service.

Individual Support Not Guaranteed. Any coaching or support services provided as part of any WellCode Product, Service, Program or Community do not imply or guarantee that WellCode mentors will directly provide the answers to all problems You may encounter during the Program. The purpose of our programs is to teach You how to develop the skills to think creatively and solve problems in the field of computer science so that in the future You can cope with any issue You may face in this field.

The field of informatics is constantly evolving, with new problems arising every day. One of the skills we strive to teach is the creativity and willingness to solve new and unique problems that arise as technology develops. For this reason, we provide problems on the platform without the solution, in order to encourage students to exercise their problem solving skills. To the extent that WellCode would directly provide the solution(s) to all problems, students would not gain the skills that can only be developed by analyzing the problem until it is fully understood, and working out the solution(s) themselves. In our experience, disclosing all solutions rather than encouraging the students to solve problems with occasional guidance from our mentors, tends to not achieve the skill and level of understanding required to solve unique problems in the ever evolving field of informatics.

Tardiness and Rescheduling. If You are late for a call or appointment, the agreed-upon schedule will still apply, and the call or appointment will begin and end at the time as scheduled. If You need to reschedule a 1-to-1 coaching call, it must be done so with at least 48 hours’ written notice to avoid loss of future coaching privileges. Group calls cannot be re-scheduled or made up. If You miss a group call, a replay may, at WellCode’s sole discretion, become available in the members’ area at a later time; however, this is not guaranteed.

Intellectual Property

All content produced or owned by WellCode that is included in any WellCode Assets and/or shared via the Website, on social media, via e-mail or any other means, constitutes the intellectual property of WellCode.

Subject to these Terms and Conditions, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Website and WellCode Assets exclusively for your personal, non-commercial use only, and only as intended by the purpose of the Product or Service. WellCode reserves all rights not expressly granted herein in the Website and Wellcode Assets, and all content contained therein. WellCode may terminate this license at any time and for any reason.

Except in circumstances expressly authorized in these Terms or in a separate, superseding written agreement, no material appearing in, on or transmitted as part of any WellCode Assets may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any manner whatsoever.

Copyright. Any and all content included in or transmitted with and/or as part of any WellCode Assets, including any books and e-books, workbooks, scripts, course materials, designs, graphics, logos, icons, text, images, audio and video clips, the selection, compilation and arrangement thereof, as well as any and all custom code on the Website is protected by U.S., EU and international copyright laws. WellCode reserves all rights in such copyrighted content. The compilation, collection, assembly and arrangement of all content on the Website is the exclusive property of their owners, and any unauthorized use, distribution, reproduction, modification, transmission, display, performance, republishing, creation of derivative works therefrom, and any other means of dissemination without WellCode’s express written consent, is prohibited by law and will be prosecuted.

Trademarks. WellCode as well as all custom graphics, icons, page headers, logos, slogans, product names, and other brand identifiers are trademarks, trade dresses and/or service marks of WellCode. As such, any use of these marks in any manner likely to confuse consumers without the express, written consent of their owner, is strictly prohibited. Any trademarks belonging to third parties require the consent of their respective owners prior to use or display.

Nothing stated in this document, the Website, or in connection with the purchase of any Product or Service, gives any person the right to copy, reproduce, publish, upload, share, use, register as a domain name, or otherwise display any logo, slogan, tagline, trademark, trade name, service mark, trade dress, copyrighted material, patent, trade secret, or confidential information owned by WellCode, or any of Our partners, sponsors, parents, subsidiaries, and affiliates.

Product Purchase and Delivery

Digital Delivery. With the exception of our physical merchandise such as apparel, physical agendas, gifts, and other items specifically noted as physical items, all Products and Services such as coaching programs, masterminds, courses and the like sold by Us on the Website are in digital format only, and are deemed delivered when you receive the login credentials by which the membership area containing the products may be accessed.

Third Party Products. Any reference in or on any WellCode Assets to any third-party products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Us. Information in or on any WellCode Assets relating to third party products is for informational purposes only.

No Re-Sales. You acknowledge and agree that the Products or Services of WellCode may only be used or accessed by the person or legal entity that made the purchase. The contents of Products and Services are for your personal use only, and are not to be shared, re-sold, distributed, or otherwise made accessible to third parties other than the entity that made the purchase or on whose behalf the purchase was made. Disclosing or allowing the use of your username or password, or otherwise lending or transferring access to your user account or membership account or sharing any content that is part of the Product(s) and/or Service(s) you purchased with any third party is strictly prohibited.

Affiliate Disclaimer. We believe in transparency on the web, so it is important to us to disclose that our Website, including some of our Products, Services, e-mails, newsletters and social media posts may include links to certain products or services on which we earn affiliate commissions, sponsorships, free products or services, or other forms of compensation for purchases made by visitors who found the site through one of our links.

Be assured that any compensation received by us will never influence the topics and content of the Website or our Products, Services, e-mails, newsletters and social media posts. We only promote those products and services that we have thoroughly investigated, and which we feel can truly deliver value to our users, members and readers in a way that is aligned with the values of our company.

Though we may receive compensation for some of our sponsored content, the views and opinions expressed in any post or e-mail we send out will always be our own, and we will always give you our honest opinions, findings, beliefs or experiences relating to any sponsored products, services and businesses.

Since we are not the manufacturers or distributors of the products we promote, it is important that readers verify any product claim, representation, statistic, testimonial, quote, or other representation about a product or service with the manufacturer, seller, or other responsible party. It is further your responsibility to read the terms, conditions, disclaimers and privacy policies posted by such third parties before using any of such third party’s products, services or information.

If you have any questions regarding our affiliate relationships, please do not hesitate to contact us at [email protected].

Content Posted by You

Your Public Content. By using the Website or any other WellCode Asset allowing you to post comments and engage in discussion, you understand that any public content you post on the Website and/or any WellCode Community is solely your responsibility, and further, that such content may be seen by anyone, including other members, users, and in some cases (such as posts appearing on our social media pages) the general public.

Limitation of Liability Regarding Public Content. We are not responsible for any consequences of content posted by You or anyone on the Website and/or any WellCode Community. We may provide certain site(s), forum(s) and group(s) for public discussion, but we are not liable for any statements, representations, or other content provided by any user or member of the public in any forum, application or platform. We do not control what you or anyone else posts either on the Website or on third party sites, applications or platforms. As such, we make no guarantees whatsoever as to the quality, accuracy, correctness or integrity of any content posted by users of the Website or any WellCode Community hosted on any third party site, forum, application or platform.

You further understand and acknowledge that, by using the Website and/or by interacting with us and other users on third party platforms, you may be exposed to offensive, indecent or objectionable content, for which We are not responsible. Any risk of damage or injury from such content resides entirely with you. Under no circumstances will WellCode be liable in any way for any content or information posted on any public forum or third party site by anyone, including, but not limited to a) any errors or omissions in said content; or b) any loss, damage, claim, expense or injury of any kind (including but not limited to personal injury or property damage), incurred as a result of the use of, or reliance upon, any content posted, emailed or otherwise transmitted via or to the Website or any affiliated or third party sites, platforms, or applications by any user or member of the public.

In addition, while you may access and view any content on the Website and WellCode Communities to which you legally have access, you may do so only as permitted under these Terms and our Privacy Policy. Under no circumstances are you permitted to use, copy, distribute, display, sell, reproduce, incorporate or make derivative works from any of the content posted on the Website and/or any WellCode Community without the express permission of its owner.

Warranties Made by You. By posting content on the Website or in any WellCode Community, you acknowledge, represent and warrant that:

1. Your content and personal information posted on the Website or in any WellCode Community may be available to other members and users, as in some instances, various third-party sites;
2. You are the sole author and owner of all intellectual property and other rights to any content posted by you, or have the necessary licenses, rights, consents and permissions to use said content;
3. You consent to the potential use by Us of any content posted by you in Our Products, Services and marketing and advertising materials and campaigns, online or offline;
4. You waive any and all "moral rights" to said content posted by you, and you do not require that any personally identifying information be used in connection with said content, or any derivative works of or upgrades or updates thereto;
5. You will at all times comply with the Federal Trade Commission’s and other applicable governing body’s requirements regarding the use of endorsements and testimonials in advertising, including making a clear and conspicuous disclosure if you receive any compensation or incentive in any form in exchange for posting content on the Website or any third party sites, platforms or forums hosted or operated by Us;
6. You are at least 13 years old;
7. You will not post malicious, inaccurate, unfounded, or slandering information or content that serves the purpose of defaming or discrediting WellCode, or any of its’ founders, employees, vendors or members therein;
8. If you are a minor, that you have obtained the consent of your parent or legal guardian to use the Website, as well as their express agreement and consent to these Terms of Use;

You also represent and warrant that any content you submit to the Website and any communities, forums, groups, and membership areas associated with the Website and Services provided thereon:

1. Is accurate, is not false, and is not misleading;
2. Does not violate any law, statute, ordinance or regulation;
3. Will not cause harm, damage, injury or the violation of the rights of any person or entity under the law;
4. Is not harmful or damaging to minors;
5. Does not infringe on the intellectual property rights of any person or entity under pertinent state, national and international intellectual property laws as they pertain to trademarks, copyrights, patents, trade secrets and other forms of intellectual property;
6. Does not violate the privacy rights of any person or entity;
7. Is not a violation of a contractual obligation or fiduciary relationship owed by you to any other person or entity;
8. Does not violate any law, statute, ordinance or regulation;
9. Is not hateful, defamatory, bullying, obscene, racially or religiously offensive, abusive, harassing, or threatening to any person, group or entity;
10. Does not include references to other websites, addresses, email addresses or other contact information;
11. Complies with these Terms and our Privacy Policy in all respects;
12. Does not constitute phishing, promotion, unsolicited or unauthorized advertising, spam or junk mail; and is not made in furtherance of any pyramid scheme or other form of solicitation;
13. Does not contain any computer viruses, worms or other potentially damaging programs or files; and
14. Does not impersonate or otherwise use the name or likeness of, or imply any affiliation with, any other person or entity without their express permission;
15. Complies with the group rules in all WellCode Communities in effect at the time of the posting of the content, including but not limited to any Facebook or other group rules hosted on any social media or similar platform, which are hereby incorporated into these Terms by reference as if copied in its entirety.

You further expressly agree not to do any of the following:

1. transmit any worms, viruses, or any code of a destructive or harmful nature;
2. upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
3. collect or track the personal information of others;
4. spam, phish, pharm, pretext, spider, crawl, or scrape; or
5. interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet;
6. use any false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments.

We reserve the right to terminate your use of the Service or any related website for violating any of the foregoing prohibited uses.

Prohibition on Sharing Problems and Solutions. If You have purchased and/or are enrolled in any WellCode Product, Service or Program, You may not, except as expressly permitted by WellCode in writing: a) post, display, share or communicate any problems or “homework” appearing in any WellCode Product, Service or Program to any website, platform or other forums where it may be seen by third parties; b) post any solutions to problems contained in the Program, Product or Service to any website, platform or other forums where it may be seen by third parties; c) post any methods for solving any such problems to any website, platform or other forums where it may be seen by third parties. Our programs derive their value from the unique problems we create and the specific ways in which we help our students find the solutions themselves, all of which are WellCode Trade Secrets. Having access to such solutions would diminish the effectiveness of our Products and Services and disclosing same to the general public would cause irreparable harm to WellCode; accordingly, violation of this provision shall constitute a material violation of these Terms and Your Client Agreement, and may result in immediate termination of your membership without refund, in addition to legal proceedings by WellCode.

Content Violating Terms. In the event that any content posted by you a) violates these Terms of Use or your Client Agreement, or b) violates any group, community or forum rules posted by WellCode in any WellCode Community may also result in the following:

1. your immediate removal from any WellCode Communities, without notice, without right to appeal, and without right to any refund;
2. the immediate suspension or termination of your access to any of WellCode’s Products or Services, including any access to third-party products or services provided in connection with same, at WellCode’s sole discretion, without notice or entitlement to any refund;
3. the institution of available administrative or legal proceedings by WellCode, which reserves the right to seek any and all additional damages and remedies available under applicable laws.

We also may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

No Obligation of Confidentiality by WellCode. You understand and acknowledge that there is and will not be any obligation of confidentiality on Our part or on the part of any of Our agents, subsidiaries, affiliates, partners, third-party service providers and their respective directors, officers and employees, with respect to any content posted by you to the Website and/or any third-party site, application or social media account, page, group or other forum, community or page associated with and/or operated by Us.

Screening and Modification of Content. While We are under no obligation to screen any content submitted by our members or users, we reserve the right to pre-screen, change, condense, delete, or refuse to post any content whatsoever on the Website and any social media accounts, groups, communities and other public forums associated therewith or operated by Us for any reason. We specifically reserve the right to immediately remove any content that violates these Terms of Use, without notice, and without any guarantee of recourse on your part.

Personal Information of Other Users. You may not use the Website, including any user or membership areas, and any affiliated forums, groups, pages, communities, social media pages and accounts, and other similar forums to collect or store personal information about other users.

Compliance With Terms of Use. You acknowledge that, while you may access and view any content on the Website and affiliated forums, you may do so only as permitted under these Terms of Use and our Privacy Policy. Under no circumstances are you permitted to use, copy, distribute, upload, perform, display, incorporate or create derivative works from any of the content posted on the Website, in any WellCode Community or any WellCode Asset without the express permission of the owner of the content.

Compliance With Laws. You acknowledge and agree that any use of any WellCode Assets by you must comply with all applicable laws, regulations, rules and orders of any court having jurisdiction over you, Us, and/or the recipient of any communication by you for which you have used the Website or our Services. Understanding all laws applicable to your conduct and communications is your responsibility. Some examples of laws with which you may be required to comply include the CAN-SPAM Act, COPPA, CalOPPA, the GDPR, the EU Privacy and Electronic Communications Directive, the U.K. Privacy and Electronic Communications Directive, the Telephone Consumer Protection Act (TCPA), the Canada Anti-Spam Law (CASL) and/or any other laws relating to privacy, security, intellectual property, consumer protection, terrorism, corruption, child protection, or import/export laws.

Non-Disparagement. By purchasing any Product or Service, you agree not to make any statements or representations, whether in writing or orally, that disparage, defame, or discredit any member or employee of WellCode or engage in any activity which would have the effect of disparaging, defaming, discrediting or otherwise impairing the reputation, goodwill or commercial interests WellCode, or its members, managers, affiliates, officers, directors, employees or agents in their respective capacities as members, affiliates, officers, directors, employees or agents, in any way. Notwithstanding the foregoing, nothing in this paragraph will prevent any person from making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order such person to disclose or make accessible such information. By entering into any business relationship with WellCode, including the purchase of any Product or Service, you agree to notify WellCode of any statement that is required to be made as provided in the preceding sentence. Such notice will be given as much in advance of the making of such statement as is reasonably possible. The provisions of this paragraph survive the termination of this Agreement and shall be valid and binding regardless of the reason for the termination.

Encryption. You understand that your content (not including financial information) may be transferred unencrypted, and may involve a) transmissions over various networks; and b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

Our Use of Your Content

Ideas and Suggestions. If you mail, e-mail, message or otherwise transmit any content or submissions to us, including but not limited to posting any content to the Website and/or any WellCode Community, and such content includes any ideas, suggestions, documents, plans, proposals, contest entries, or materials (“Comments”), you acknowledge that a) nothing contained in said content is confidential, b) We have no obligation of confidentiality with respect thereto, and c) We are not liable to pay you any compensation, reimbursement, or other payment unless expressly agreed to by Us in a properly executed written agreement; and d) We may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation to respond to any Comments.

Permission and License. For any content that you transmit to us via mail, e-mail, message, telephone, or submission to or via the Website, and/or any WellCode Community, you grant Us a worldwide, non-exclusive, perpetual, royalty-free, irrevocable, sub-licensable and transferable right and license to use, reproduce, display, publicly perform, distribute, share, communicate, copy, modify, delete, publish, edit, adapt, translate, create derivative works from and/or sell such content and/or incorporate such content into any work, form, technology, medium or process, whether now or hereafter known throughout the world, without making any compensation to you. As part of this license, WellCode is permitted to take screenshots of e-mails, messages, texts and other communications sent to WellCode for the purpose of posting same to any website, marketing, advertising, product, service or social media page/group/account. This license shall survive the termination of these Terms of Use and your use of the Website and/or our Products or Services, and shall include sharing your content, or any part thereof, with any third parties.

Photographs. You hereby grant Us permission to use any and all photographs taken by Us or our agents, employees or other representatives, or submitted by you to us via mail, e-mail, website submission or on an open forum such as a social media platform, group, or other community. Our use of said photographs may include use in any media (print, television, Internet, radio/podcast or any other form of publication), for any purpose, including marketing, advertising, promotion, or packaging of any product or service sold and/or marketed by Us. You further acknowledge and agree that said photographs may be licensed by Us to any third party, and may be combined with other graphics, text, sounds and videos, or otherwise modified, altered and/or manipulated to fit the use intended by Us or our licensees, without paying any royalty, fee, or other monetary compensation to you.

You hereby agree to release, hold harmless and forever discharge Us from any and all claims, losses, damages or liabilities that you may suffer as a result of the use of any photographs taken by Us or Our agents or employees, or submitted by you to Us via mail, e-mail, website submission or on an open forum such as a social media platform. You further acknowledge and agree that this release is irrevocable, and is binding upon your heirs and assigns.

Self-Promotion, Interference & Solicitation of Other Members Prohibited

No Self-Promotion or Soliciting of Other Members. By using the Website or any WellCode Assets, purchasing any Product or Service or participating in any WellCode Community, you acknowledge and agree that, except where expressly permitted, such as in the Careers Facebook Group, you will not use the Website, any WellCode Community, and the information you may have access to via any WellCode Assets to:

1. Promote or sell any service that directly or indirectly competes with any Product or Service sold by WellCode;



2. Promote any product or service you are affiliated with in any WellCode Community or to other WellCode Community Members unless it meets all of the following requirements:
   • It is not a product or service similar to a Product or Service offered by WellCode;
   • It is relevant to the discussion;
   • You receive permission to promote said product or service from WellCode;
   • Any promotion by you complies with the applicable WellCode Community rules; and
   • In your promotion, you clearly and specifically disclose your affiliation with said product in a manner that conforms to all applicable affiliate disclosure rules mandated by the FTC and any other governing authority. (While it is your responsibility to ensure that your affiliate links and promotions conform to applicable regulations, in many cases a simple statement such as “ABC can do that. Disclaimer: I work for company XYZ and I’m a developer of the ABC software.” This suggestion is an example only, and is not legal advice. If you have questions regarding affiliate disclosures, you should seek counsel from an attorney experienced in online marketing and advertising compliance matters.)
3. Engage in indirect promotions/showings or boosted comments in order to keep particular posts “on top of the group”;
4. Engage in any other type of spam or self-promotion;
5. Direct message, e-mail or otherwise contact other members of any WellCode Community Member for the purpose of self-promotion, lead generation, selling a product or service, or to invite the WellCode Community Member to a different group, program or service that is a competitor of WellCode or which sells or promotes a product or service that can be considered a direct or indirect competitor of WellCode’s Products or Services.

Non-Interference With Business Relationship. By purchasing any Product or Service or joining any WellCode Community, you acknowledge and agree that a) you will not intentionally interfere with or attempt to interfere with any business relationship or potential business relationship between WellCode and any member of any WellCode Community or the public; and b) you will not take any actions to intentionally induce any member of any WellCode Community of which you are also a member to not purchase from WellCode or to stop using WellCode’s Products or Services.

For every instance where the above non-interference provision is violated by you, WellCode shall be immediately entitled, and you shall be immediately liable for liquidated damages in the amount of $5,000 per occurrence. The provisions in this paragraph shall apply in every instance, except in the event that WellCode provides express written approval to the solicitation of its clients, customers and members, which may be provided in instances WellCode’s communications with such client, customer or member have led WellCode to conclude that the client, customer or member is not a fit for WellCode’s Products or Services and may be a better fit for a different service provider.

Covenant Not to Compete. By purchasing any Product or Service or joining any WellCode Community, you hereby agree not to compete with WellCode’s business, directly or indirectly, for the duration of your participation in any WellCode program by way of purchasing a Product or Service, and for a period of 4 years following the termination of your participation, notwithstanding the cause or reason for the termination. This duty not to compete extends to the United States and Canada.

As part of your obligation not to compete, you agree not to own, operate, manage, consult for, or be employed by any business that is substantially similar to WellCode’s business; is engaged in the same or similar business activities as WellCode; or is otherwise in competition with WellCode.

Should any court of competent jurisdiction find the foregoing restrictions invalid or unenforceable for any reason, the Parties intend and agree that such court shall reform the provisions of this Agreement in a manner that renders the non-compete provisions herein reasonable and enforceable under the circumstances.

WellCode Trade Secrets. Any and all business plans, methodologies, problems presented in software development courses, solutions to the problems contained in software development courses, strategies, systems, processes, business models, scripts, know-how and other assets relating to marketing and advertising, sales, client onboarding, client service, client retention, vendors and service providers, products, software and services, and other information, materials and know-how relating to establishing, growing, scaling and running a software engineering consulting business (“WellCode Systems”) constitutes WellCode’s proprietary and confidential trade secrets. As trade secrets are valuable intellectual property that derive their value from not being generally known, you hereby agree not to share, divulge, disclose, copy, disseminate, display, teach (verbatim or in re-packaged form) or sell any WellCode Systems or any part thereof to any third parties. The WellCode Systems being taught and shared by WellCode are permitted to be used solely and exclusively to establish, grow and scale your own business. In no event are you permitted to use, include, copy, teach or incorporate any part of any WellCode Systems or WellCode Assets into any products or services that you market and/or sell to other businesses. If you are interested in obtaining a license permitting you to include any WellCode Systems in your own products or services marketed and/or sold to other businesses, please send an e-mail to [email protected] with the subject line “WellCode Systems Licensing Inquiry”.

Arbitration

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

Should a dispute arise between you and Us, you must first contact our customer service team by sending an e-mail to [email protected]. We will do our best to arrive at a speedy and cost-efficient resolution to any dispute, to the extent of our ability. If, however, we cannot resolve the issue via our customer service department, disputes shall be resolved pursuant to the terms below.

AGREEMENT TO ARBITRATE: Any disputes arising out of or relating to this Agreement and/or your use of the Program shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, and each Party hereby consents to any such disputes being so resolved. All arbitrations arising out of or in any way relating to this Agreement shall be conducted in Romania. Judgment on the award so rendered in any such arbitration may be entered in any court having jurisdiction thereof.

Notwithstanding the foregoing, this arbitration clause does not apply to the extent that the claim or lawsuit is being initiated by WellCode, based on Your violation or threatened violation of WellCode’s intellectual property (trademark, copyright, patent or trade secret) rights. In such cases, WellCode may bring a lawsuit for injunctive relief to stop the infringement of its intellectual property rights, as well as for damages and attorney fees, where applicable, without first engaging in arbitration or other informal dispute-resolution process otherwise required by this Agreement or pursuant to the Website Terms.

LIMITATION. ANY CLAIM, LEGAL PROCEEDING OR ARBITRATION ARISING OUT OF OR RELATED TO THE PROGRAM OR ANY WELLCODE ASSET MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION FORMING THE BASIS OF THE CLAIM ACCRUES AND IN ACCORDANCE WITH THESE TERMS; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

WAIVER OF JURY TRIAL. By electing to resolve all claims and disputes via binding arbitration, with the exception of intellectual property disputes, THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO APPEAR IN COURT AND HOLD A TRIAL IN FRONT OF A JUDGE OR A JURY. Should any litigation arise between You and WellCode in any court, state or federal, to vacate or enforce an arbitration award or otherwise, or if this Arbitration provision is found unenforceable, ALL PARTIES HEREBY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect the dispute to be resolved by a judge.

OPT-OUT OF ARBITRATION. You have the right to opt out of this arbitration agreement by emailing Us at [email protected] with a clear statement that you wish to opt out of this arbitration provision. The Opt-Out Notice must be emailed no later than 30 days after the execution of this Agreement.

BY USING THIS WEBSITE AND/OR SIGNING UP FOR ANY WELLCODE PRODUCT, SERVICE OR PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

General Provisions

Third Party Content. We may provide content from third parties, and links to sites operated by third parties over whom We have no control. We do not monitor, approve, or update the content posted on these sites, and our inclusion of links thereto in no way implies or constitutes any association between Us and said third party, nor does it constitute any form of guarantee, endorsement, or representation with respect to the completeness or accuracy of the referenced third party content or site. You acknowledge that you use and rely on third party content solely at your own risk. Any third party posted by us is not a reflection of Our views.

Non-Interference. By using the Website or any WellCode Assets, you agree to not interfere with, disable, disrupt or circumvent or attempt to do any of the foregoing with respect to any security or security-related features that prevent or restrict the use of, or access to, any part of the Website, any of its features, the content posted thereon, or any WellCode Assets. You may not interfere with or disrupt any website owned or operated by WellCode, any servers or networks connected thereto, nor may you disobey any rules, requirements, policies, procedures or regulations of networks connected to the Website or any WellCode Community. Further, you may not use any device, software, or technology to disrupt or negatively interfere with any other user’s experience or ability to use the Website or its functions and features, including the ability to purchase and use Products, Services, any WellCode Communities or other WellCode Assets.

Reservation of Rights. We reserve the right to terminate, in Our sole discretion and without notice, any membership or user account, and/or block any user’s, member’s or visitor’s ability to use or access the Website, any of its pages, or any Products or Services in any manner.

We may access, preserve and disclose any personal information collected, including your account information, usage, device and browser information, browsing behavior and other trackable data, and content posted by you, for any lawful purpose, as detailed in our Privacy Policy. We will always preserve such personal information if required to do so by law or court order, or if supported by a good faith belief that doing so is reasonably necessary to a) comply with legal process; b) respond to claims by third parties; c) enforce these Terms of Use; d) respond to your customer service requests, or e) protect the rights, property, life, health, safety or security of Us and Our employees, agents, representatives, users, or any other person or entity.

In order to protect our customers, ourselves, and the general public from fraud and other unauthorized or illegal activity, we further reserve the right to screen all orders made through the Website for fraud and unauthorized or illegal activity, and to refuse to process any order found fraudulent, illegal or unauthorized, or suspected of fraud or unauthorized or illegal activity. We may also cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized or illegal activity. If verification is required before processing your order, we may call you at the contact information you provided to confirm your order, address, shipping and/or billing information, and/or identity.

Warranty Disclaimer. WELLCODE IS PROVIDING THIS WEBSITE, ITS CONTENTS, THE PRODUCTS AND SERVICES AVAILABLE THEREON, ITS PLATFORM, AND THE MEMBERSHIP AREA, FORUMS AND WELLCODE COMMUNITIES ON AN "AS-IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE INFORMATION, CONTENTS, OR OPERATION OF THE WEBSITE OR ANY OF ITS FEATURES OR FUNCTIONALITIES, OR ANY PRODUCTS OR SERVICES OFFERED BY WELLCODE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AS WELL AS ANY AND ALL WARRANTIES RELATING TO THE ACCURACY, TIMELINESS, RELIABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION CONTAINED ON OR ACCESSIBLE THROUGH THE WEBSITE OR THROUGH ANY PRODUCT OR SERVICE PROVIDED BY US.

WE MAKE NO REPRESENTATION OR WARRANTY THAT (A) THE WEBSITE, OR ANY PRODUCTS OR SERVICES SOLD OR DESCRIBED THEREIN OR ANY WELLCODE ASSETS WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO SAME WILL BE SECURE, TIMELY, UNINTERRUPTED, AND WITHOUT ERROR; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED WITHIN ANY SPECIFIC TIMEFRAME OR AT ALL; OR (C) THAT THE WEBSITE OR ANY PRODUCTS OR SERVICES SOLD OR DESCRIBED THEREIN ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS.

FROM TIME TO TIME WE MAY REMOVE ANY WELLCODE ASSETS FOR INDEFINITE PERIODS OF TIME OR CANCEL OR DELETE ANY WELLCODE ASSETS AT ANY TIME, WITHOUT NOTICE.

WE DO NOT PROMISE, GUARANTEE OR WARRANT YOUR BUSINESS SUCCESS, INCOME, OR SALES. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

It is possible for the Website and other WellCode Assets to contain mistakes, inaccuracies, and materials that conflict with these Terms. Should a conflict arise between anything posted on the Website or in a Product or Service we offer and these Terms, these Terms shall control.

Liability Limitation. WELLCODE SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, OR IN ANY WAY RELATING TO, THE USE OF, OR YOUR INABILITY TO USE, THE WEBSITE, ANY PRODUCTS OR SERVICES, ANY COMMUNITY AND/OR MEMBERSHIP AREAS, ANY SOCIAL MEDIA OR OTHER PUBLIC FORUMS AND THIRD PARTY ACCOUNTS OWNED AND/OR OPERATED BY US, OR ANY OF THE PRODUCTS OR SERVICES OFFERED FOR PURCHASE OR SALE THROUGH THE ABOVE CHANNELS. THIS LIMITATION OF LIABILITY APPLIES TO, BUT IS NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE, LOSS OF INCOME, LOSS OF PROFITS, LOSS OF DATA, AND CLAIMS OF THIRD PARTIES.

Not Professional Advice. Nothing in the Program is intended and should under no circumstances be used as legal, financial, accounting or professional advice, or as a substitute for the services of a licensed professional. Neither WellCode nor any of its owners, shareholders, agents or employees shall be liable or responsible for any errors or omissions in any of the information contained in the Program, and/or for any alleged damages, including but not limited to personal injury, financial loss or property damages that may result from the use of the information provided on the Program.

Personal Responsibility. By signing up for any WellCode Product, Service or other WellCode Asset, You accept full and complete responsibility for the results of Your actions, including any injury, damage, harm, loss or liability You may suffer as a result of the use, non-use, misuse or abuse of the information, content, functionality, resources, products, services and digital downloads made available to You. You agrees to use Your best judgment, perform due diligence, and if appropriate, consult with a licensed professional prior to implementing any information, advice, plan, policy, strategy, or recommendation contained in any Program or any WellCode Assets.

Reviews of Third-Party Products by WellCode. Any reviews by WellCode of any third party products and services are the views and opinions of the person writing the review, and should under no circumstance be considered a guarantee, recommendation or endorsement of said product or service by WellCode. You recognize that it is your responsibility to conduct your own due diligence with respect to any product, service, information or resource you may intend to use, rather than relying solely upon the reviews provided on the Website or in any WellCode Community, Product or Service.

No Guarantee of Results. None of the information presented in or accessible through the Program is intended or should be construed as guarantees of taking any action. WellCode Assets are intended to provide only educational and informational resources, and WellCode does not promise, guarantee or warrant any results or outcome, including but not limited to your revenues, client satisfaction, or business success or other results.

The foregoing applies to any and all testimonials reviewing WellCode and its Products and Services. Any such testimonials are the statements of our clients and customers regarding their own results and satisfaction with WellCode, and are not to be taken as guarantees of the results that you or anyone else may experience by using the Program or other WellCode Assets.

By signing this Agreement, you acknowledge your understanding that any results, success or failure on your part is dependent upon your own efforts, your particular circumstances, and countless variables outside of WellCode’s control. Depending on your own circumstances, background, dedication and skill, you may surpass the results referenced in any testimonials, or you may not obtain any results at all. You understand and acknowledge that prior success of others is in no way a guarantee of your success in the future.

Liability Limitation. WELLCODE SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, OR IN ANY WAY RELATING TO, THE USE OF, OR YOUR INABILITY TO USE, THE PROGRAM, ANY WELLCODE ASSETS OR WELLCODE COMMUNITIES, OUR WEBSITE, OR OTHER PUBLIC FORUMS AND THIRD PARTY ACCOUNTS OWNED AND/OR OPERATED BY US, OR ANY OF THE PRODUCTS OR SERVICES OFFERED FOR PURCHASE OR SALE THROUGH THE ABOVE CHANNELS. THIS LIMITATION OF LIABILITY APPLIES TO, BUT IS NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE, LOSS OF INCOME, LOSS OF PROFITS, LOSS OF DATA, AND CLAIMS OF THIRD PARTIES.

You expressly agree that Your use of, or inability to use, the service is at Your sole risk. In no case shall WellCode and/or its members, owners, shareholders, directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, business partners or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Program, Website or any WellCode Assets, or for any other claim related in any way to your use of the Program, Website or any WellCode Assets, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of the Program or any WellCode Assets or any content (or product) posted, transmitted, or otherwise made available via the Program, Website or any WellCode Assets, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

UNDER NO EVENT SHALL WELLCODE BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY (INCLUDING BUSINESS INTERRUPTION, LOST PROFITS AND ECONOMIC INJURIES) RESULTING FROM LOSS OF DATA OR INFORMATION DUE TO A FAILURE OR INTERRUPTION OF A THIRD-PARTY PRODUCT OR SERVICE NOT OWNED BY WELLCODE.

Indemnification. By using the Website, any WellCode Communities or other WellCode Assets, you agree to defend, indemnify and hold harmless WellCode and its officers, directors, agents, parents and subsidiaries, joint ventures, employees, affiliates, contractors, assigns and third-party service providers (the “Released Parties”), from all claims, causes of action, demands, losses, liabilities, costs, expenses, obligations and damages of every kind and character without limit, including reasonable legal fees, arising out of your conduct, such conduct being inclusive of, but not limited to a) your misuse of the Website, any WellCode Communities, Products, Services or other WellCode Assets; b) your misuse of the information in any WellCode Assets; c) your violation of any term of these Terms of Use; d) a breach of your representations and warranties set forth above regarding content posted by you; e) your violation of any law or the rights of a third party (including, without limitation, any privacy, copyright, trademark, property or right violation); or f) any loss, damage, lawsuit or claim based on the allegation that content posted by you caused damage to a third party. Your indemnity obligation includes, but is not limited to, any third-party claim against the Released Parties for liability for any actual and alleged losses, damages, or other liability caused by or related to you. Your indemnification obligation will survive the termination of these Terms of Use and your use of the Website and any Products, Services, WellCode Communities and other WellCode Assets.

DMCA Notices. If you believe that any of your work or content has been copied, displayed, used, reproduced, or posted on the Website or any WellCode Community, without your consent, and in a way that constitutes copyright infringement, please provide us with the following written information in accordance with the Digital Millennium Copyright Act (the "DMCA"):

1. A signature (electronic or physical) of the person authorized to act on behalf of the owner of the copyright;


2. A precise description of the copyrighted work that is the subject of the alleged violation;


3. A description of where the infringing material is located (URL, Community/channel name, date posted, etc);


4. A written statement by you in which you attest that you have a good-faith belief that use complained of is not authorized by the owner of the copyright or under the law;


5. Your name, address, telephone number and email address; and


6. A written statement in which you attest, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf, and that the information provided in your DMCA notice is true and accurate.

All DMCA notices must have “DMCA Notice” as the subject line, and shall be directed to: [email protected]

Privacy. Please see our Privacy Policy for details regarding the manner in which We may collect, process and use personally identifiable information about you, including any information you supply or that we may collect in connection with your use of the Website and other WellCode Assets.

Non-Interference. By using this Website or any WellCode Assets and/or by entering into any Client Agreement with Us, you agree to not interfere with, disable, disrupt or circumvent or attempt to do any of the foregoing with respect to any security or security-related features that prevent or restrict the use of, or access to, any part of WellCode’s Website or platform, any of its features, the content posted thereon, or any WellCode Assets. You may not interfere with or disrupt any website owned or operated by WellCode, any servers or networks connected thereto, nor may you disobey any rules, requirements, policies, procedures or regulations of networks connected to the Website or any WellCode Community. Further, you may not use any device, software, or technology to disrupt or negatively interfere with any other user’s experience or ability to use the Website or its functions and features, including the ability to purchase and use Products, Services, any WellCode Communities or other WellCode Assets.

No Waiver. Any failure on Our part to insist on, or take immediate action to enforce strict compliance with, any of the terms, covenants, warranties and conditions contained in this Terms of Use, shall not be deemed a waiver of such terms, covenants, warranties and conditions, or of any similar right or power hereunder, at any subsequent time. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term.

Choice of Law and Forum Selection. This Agreement shall be governed and construed in accordance with the laws of Kansas City, MO, excluding that state’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the state, excluding that state’s choice-of-law principles.

With regard to those circumstances in which the Arbitration provisions of this Agreement, if any, do not exclude litigation in court, you hereby expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in Texas.

Dispute Resolution. Should a dispute arise between you and Us, you must first contact our customer service team by sending an e-mail to [email protected]. We will do our best to arrive at a speedy and cost-efficient resolution to any dispute, to the extent of our ability. If, however, we cannot resolve the dispute via our customer service department, the following applies:

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND THESE TERMS, YOU AGREE THAT ANY CLAIM OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO ANY WELLCODE ASSET, WELLCODE COMMUNITY, THE WEBSITE, ANY PRODUCTS OR SERVICES PURCHASED OR AVAILABLE FOR SALE TEHEREON, AND ANY COMMUNITY OR MEMBERSHIP ACCOUNTS ASSOCIATED THEREWITH, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION FORMING THE BASIS OF THE CLAIM ACCRUES AND IN ACCORDANCE WITH THESE TERMS; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

No Class Actions. By using the Website and any WellCode Assets, you consent, acknowledge and agree that class actions, class arbitrations, mass actions, private attorney general actions, and consolidation of matters with other arbitrations are expressly prohibited under these Terms. All disputes against Us must be resolved on an individual basis. You may not bring a claim or lawsuit against Us as a plaintiff or class member in a class action, consolidate action, mass action, or representative action.

Force Majeure. We will be excused from any delay or failure of performance required under these Terms of Use if caused by reason of any event, circumstance, occurrence or contingency, regardless of whether it was foreseeable, which is a) not caused by, and is not within Our reasonable control, and b) prevents Us from performing Our obligations under this Agreement. Such events may include, but are not limited to: acts of war; insurrections; fire; laws, proclamations, edicts, government ordinances or regulations; strikes, lock-outs or other labor disputes; epidemics, pandemics and disease outbreaks; riots; explosions; and hurricanes, earthquakes, floods, fires, and other acts of nature. Our rights and obligations shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption.

Assignment. We may assign its rights under this Terms document at any time, without providing any notice to you. You may not assign your rights under this Terms of Use without Our express written consent.

Survival. All provisions that logically ought to survive termination of this Terms of Use, including but not limited to applicable Representations, Covenants, Warranties, Limitation of Liability, Indemnity, Choice of Law, Forum Selection, and Arbitration provisions, shall survive and continue to apply even after you stop using the Website, Products, Services and Communities provided by WellCode.

Severability. If any provision of these Terms is declared by any court of competent jurisdiction or arbitrator to be illegal, void, unenforceable or invalid for any reason under applicable law, the remaining parts of these Terms shall remain in full force and effect, and shall continue to be valid and enforceable. If a court or arbitrator finds that an unenforceable portion of these Terms may be made enforceable by limiting such provision, then such provision shall be deemed written, construed and enforced as so limited. These Terms are intended to be interpreted in a manner that renders them valid, legal and enforceable, and the parties hereby expressly agree that a court of law or arbitrator may modify, restrict or limit the terms herein to accomplish that intent.

Headings. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

Notices. Notices from Us to our paying members may be made via e-mail. Changes to these Terms may be posted to this URL without additional notice.

Any notice required to be given by You to Us under these Terms or otherwise, must be in writing, addressed to [email protected].

Changes. You can review the most current version of the Terms at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to this URL. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website or any WellCode Assets following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Conflicts. These Terms are supplemental and are in addition to the more specific provisions which are contained in our Client Agreements for some of our paid Services. However, in the event that a conflict exists between a provision of these Terms and any provision of a Client Agreement between You and Us, the Client Agreement shall control.

Disclaimers

No Guarantees. As stated in greater detail in the Warranty Disclaimer and Limitation of Liability sections above, we do not warrant that the quality of the Website or any Products, Services, information, or other material purchased, obtained or accessed by you will meet your expectations, or that any errors in same will be corrected, though we will do our best to make your experience enjoyable.

No Professional Advice. The content and/or functionality available through the Website, Products, Services, WellCode Communities and other WellCode Assets is not intended and should under no circumstances be used as legal, financial, accounting or professional advice, or as a substitute for the services of a licensed professional. Neither WellCode nor any of its owners, shareholders, agents or employees shall be liable or responsible for any errors or omissions in any of the information contained on the Websites, and/or for any alleged damages, including but not limited to personal injury, financial loss or property damages that may result from the use of the information provided on the Website or in/on any Products, Services or other WellCode Assets prior to consulting with a licensed professional regarding your particular situation.

Personal Responsibility. By using the Website, our Products, Services and any WellCode Assets, you accept full and complete responsibility for the results of your actions, including any injury, damage, harm, loss or liability you may suffer as a result of the use, non-use, misuse or abuse of the information, content, functionality, resources, products, services and digital downloads available on or through the Websites.

You agree to use your best judgment, perform due diligence, and if appropriate, consult with a licensed professional prior to implementing any information, advice, plan, policy, strategy, or recommendation contained on the Website or in any WellCode Assets.

Reviews of Third-Party Products by WellCode. You understand and acknowledge that any reviews by WellCode of any third party products and services that may from time to time appear on the Website are the views and opinions of the person writing the review, and should under no circumstance be considered a guarantee, recommendation or endorsement of said product or service by WellCode.

You recognize that it is your responsibility to conduct your own due diligence with respect to any product, service, information or resource you may intend to use, rather than relying solely upon the reviews provided on the Website or in any WellCode Community, Product or Service.

If we receive any incentive, compensation or discount in exchange for reviewing a product or service, we will make the necessary disclosures as required by law. Should you have any questions about any such incentives, discounts or compensation, you can direct those questions to the following e-mail: [email protected]. In order for us to process your questions and disclose any and all incentives received in connection with our review, you must use the subject line “Review Incentive Inquiry.”

No Guarantee of Results. None of the information presented on the Website and/or any WellCode Community, Products or Services, is intended or should be construed as guarantees of taking any action. WellCode Assets are intended to provide only educational and informational resources, and WellCode does not promise, guarantee or warrant any results or outcome, including but not limited to your revenues, marketing and advertising results, client satisfaction, or business success.

The foregoing applies to any and all testimonials reviewing WellCode and its Products and Services that may be posted on the Websites, in advertisements, or in WellCode Communities from time to time. Any such testimonials are the actual statements of our clients and customers regarding their own results and satisfaction with the Products and Services of WellCode. By using the Website and/or purchasing any Products or Services, you acknowledge your understanding that such testimonials are not to be taken as guarantees of the results that you or anyone else may experience by using the Products, Services or information available on or through the Website or other WellCode Assets.

By using any WellCode Assets, you acknowledge your understanding that any results, success or failure on your part is dependent upon your own efforts, your particular circumstances, and countless variables outside of WellCode’s control. Depending on your own circumstances, background, dedication and skill, you may surpass the results referenced in any testimonials, or you may not obtain any results at all. You understand and acknowledge that prior success of others is in no way a guarantee of your success in the future.

Historical Information. The Website and WellCode Assets may contain certain historical information. Historical information, by its nature, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but have no obligation to update any information on the Website.

Coaching is Not Substitute for Therapy. By using this Website or any WellCode Assets that include a coaching component, You certify Your understanding that, though coaching may address mindset issues, coaching is not therapy and does not substitute for therapy if needed, and that coaching does not prevent, cure, or treat any mental disorder or medical disease. It is Your exclusive responsibility to seek such independent professional guidance as needed.

You acknowledge that coaching, particularly mindset coaching, is a comprehensive process that may involve examination and work on different areas of Your life and business, including but not limited to Your finances; relationships; physical, mental and emotional state; health and wellness; education; family and family history; recreation; and more. You agree that the ultimate decision as to the areas being discussed with any coach or member in a coaching program or call, as well as the decision on how You will handle any issues discussed during the coaching relationship and/or incorporate the principles learned during the coaching is exclusively Your responsibility.

You represent and warrant that to the best of Your knowledge, You are in good mental, physical, emotional, and psychological health so that engaging in coaching poses no risk of harm to You. If You are currently under the care of a mental health professional, it is recommended that You promptly confer with the mental health care provider prior to receiving coaching. If any issues arise during the term of this Agreement that should be addressed by a licensed therapist or physician, You agree to immediately attend to his/her health by contacting the appropriate professional.

You further represent and warrant that You can financially afford the fees stated in any Client Agreement signed by You.