Last Updated: June 28, 2021
Scope of Agreement.
Terms of Service. These Terms of Service (“Terms of Service”) govern your (“user,” “you,” “your”) access to, and use of, the website melissasgambelluri.com (the “Site”) and the media and resources contained in the Site (the “Materials” and, collectively with the Site, the “Services”) provided by Melissa Sgambelluri Coaching Inc., a New York corporation (“Company,” “we,” “our,” “us”) only. When the user of the Services is a company, corporation, partnership, or other organization (an “Entity”), the term “you” also includes such Entity. These Terms of Service reference our “Affiliates” which, when used in these Terms of Service, includes our parent(s), subsidiaries, affiliated companies, distributors, as well as our and their members, managers, officers, directors, shareholders, employees, representatives, and agents.
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of a revised Terms of Service shall mean you accept and agree to such changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
By using the Services, you represent and warrant that:
- You have reached the age of majority in the jurisdiction in which you reside;
- You are legally permitted to use and access the Services and take full responsibility for the selection, use, and access to the Services;
- You are able to create a binding legal obligation;
- You are not barred from using the Services under applicable law;
- Your use of the Services will at all times comply with this Agreement; and
- You will only use the Services for your own use.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Use of the Services.
Subject to your acceptance and compliance with the Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to use the Services for your personal, non-commercial, and private use. We reserve the right to close, withdraw, or amend the Site or Materials, in our sole discretion without notice. The Company will not be liable if, for any reason, all or any part of the Services is unavailable at any time or for any period.
You must be at least eighteen (18) years old to access and use the Services. Therefore, the Company does not knowingly authorize individuals under the age of eighteen (18) to register, access, or use the Services.
Content. For purposes of this Agreement, “Content” is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and Services that can be viewed or heard by users.
Ownership of Content. By using the Services, you acknowledge and agree that all Content presented to you by the Services is protected by all intellectual property and/or other proprietary rights available within the United States and is the Company’s sole property or the property of third-parties. Nothing in this Agreement grants you any right to use any trademark, service mark, logo, and/or the name “Melissa Sgambelluri.”
Limitations on the Use of Content. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Content from the Services, in any form, or by any means whatsoever without prior written permission of the Company or the specific Content provider. You are solely responsible for obtaining permission before using any copyrighted material that is available through the Services. Any unauthorized use of the Content or any other materials appearing through the Services may violate copyright, trademark, and other applicable laws that could result in criminal or civil penalties.
No Warranty or Third-Party Infringement. Neither we, nor our Affiliates, warrant or represent that your use of materials displayed on, or obtained through, the Services will not infringe the rights of third-parties. See section 8 below for a description of the procedures to be followed in the event that any party believes that content posted on this Site or in the Services infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party.
Third-Party Intellectual Property Rights. The Company has no obligation to provide any third-party intellectual property rights to you. Therefore, the Company, through this Agreement, does not grant you any right or license to any third-party intellectual property rights.
Conduct. As a condition of your use of and access to the Services, you agree not to use the Services for any unlawful purpose or in any way that violates this Agreement. Any use of the Services in violation of this Agreement may result in, among other things, termination or suspension of your account and your ability to use the Services.
Right to Investigate. The Company may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Services.
Prohibited Activities. You may not engage in any of the following prohibited activities:
Copying, distributing, or disclosing any part of the Services in any medium, including, without limitation, by any automated or non-automated “scraping,” collecting, or harvesting of any personally identifiable information, including, account names, from the Services; altering, modifying, or creating derivative works from the Services, or any portion thereof;
Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc. to access the Services; accessing any content or features of the Services through any technology or means other than those provided or authorized by the Services;
Transmitting spam, chain letters, or other unsolicited emails, using the Services for any commercial solicitation purpose or political campaigning;
Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services; uploading invalid data, viruses, worms, or other software agents through the Services; bypassing the measures the Company may use to prevent or restrict access to the Services;
Taking any action that imposes, or may impose, in Company’s sole discretion, an unreasonable or disproportionately large load on the Services infrastructure;
Interfering with the proper working of the Services; or
Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity.
Restriction on Commercial Use. The Services are for personal use only. You may not use the Services or any Content in connection with any commercial endeavors, such as: (i) advertising or soliciting any user to buy or sell any products or Services not offered by the Company; or (ii) soliciting others to attend parties or other social functions, or networking, for commercial purposes. You may not use any information obtained from the Services to contact, advertise to, solicit, or sell any other user without his or her prior explicit consent. Entities may not use the Services for any purpose except with the Company’s express consent (such as for promoted profiles or other advertisements), which the Company may provide or deny in its sole discretion.
Third-Party Links. The Services may contain links to third-party advertisers, websites, or services. You acknowledge and agree that the Company is not responsible or liable for: (i) the availability or the accuracy of such advertisements, websites, or services; or (ii) the content, products, or resources on or available from such advertisers, websites, or services. Links to such advertisers, websites, or services do not imply any endorsement by the Company of those websites or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such website or services.
Fees and Payments.
Service Fee. The Company reserves the right to charge fees for access to all or part of the Services with notice to you. You agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred and in U.S. Dollars. In addition, you remain responsible for any and all taxes that may be applicable to your purchase(s), and you agree that payment of such taxes, if any, are not our responsibility. Refunds shall be subject to our refund policy, in the applicable additional terms, as may be made available by us and updated by us from time to time. You may cancel your account through the teachable.com interface at any time.
Termination. You agree that the Company may, in its sole discretion and without notice, terminate or suspend your access to all or part of the Services, for any reason, including, without limitation, the following:
breach of this Agreement;
committing any suspected fraudulent, abusive, or illegal activity;
failure to pay any fees charged by the Company; and
failure to cooperate fully in any Company investigation.
Upon termination or suspension, regardless of the reasons for such termination or suspension, your rights to use the Services immediately cease, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or block any further access to such files. We shall not be liable to you or any third-party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. This Agreement, as well as your liability for any unpaid fees, shall survive any termination.
Digital Millennium Act Takedown Procedure. If you believe that you or someone else’s copyright has been infringed by the Company or other Content provided by the Services, you (or the owner or rights holder, collectively, the “Rights Holder”) should send a notification to our designated agent immediately. In the notice, please provide a link to the potentially infringing material, the infringement complained, and an email address where we may contact you. Prior to sending us notice, the Rights Holder may wish to consult an attorney to determine their rights and legal obligations under the Digital Millennium Copyright Act (“DMCA”) and any other applicable law. Nothing here or anywhere in the Services is intended to act as a substitute for legal advice.
NOTICE BY EMAIL
If your Content is taken down, you may file a counter-notification using one of the methods provided above. You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, Company may immediately remove the identified materials from the Services without liability to you or any other party. The claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Indemnification. You understand and agree that you are personally responsible for your behavior on the Services. To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its Affiliates and subsidiaries, and each of their officers, directors, managers, members, shareholder, employees, and agents (collectively, the “Company Entities”) from and against any and all claims, damages, obligations, losses, liabilities, settlements, costs or debt, and expenses (including, without limitation, attorneys’ fees) arising from, without limitation: (a) your use of, and access to, the Services; (b) your violation of any term of this Agreement; (c) your violation of any third-party right, including, without limitation, any copyright, property, or privacy right; or (d) any claim that your Content caused damage to a user or third-party. Company may assume the exclusive defense and control of any matter for which users have agreed to indemnify the Company and you agree to assist and cooperate with the Company in the defense or settlement of any such matters. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES ARE AT YOUR OWN RISK AND ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES TO TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
COMPANY AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. COMPANY AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT OR DATA ON THE SERVICES, WITH RESPECT TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
COMPANY AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS OR SERVICES ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO, OR IN ANY WAY BE RESPONSIBLE FOR, MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF PRODUCTS OR SERVICES THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitations of Liability. IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE SERVICES, OR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR DATA, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD-PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY SHALL NOT BE LIABLE FOR USER OR THIRD-PARTY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT WILL COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO USE THE SERVICES DURING THE PRIOR SIX (6) MONTHS.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH OUR SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, OUR SERVICES.
THE COMPANY ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH OUR SERVICES OR THE AGREEMENT IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE ENTITIES IN CONNECTION WITH OUR SERVICES IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; OR (ii) $100.
THE COMPANY ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES; (ii) LOSS OF PROFITS; (iii) BUSINESS INTERRUPTION; (iv) REPUTATIONAL HARM; OR (v) LOSS OF INFORMATION OR DATA.
Governing Law and Dispute Resolution.
Governing Law. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect of its conflict of laws principles.
Mandatory Arbitration. For any dispute you have with the Company, you agree to first contact Company and attempt to resolve the dispute informally. If the Company has not been able to resolve the dispute with you informally, you and the Company each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Washington County, New York. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration agreement survives the termination of this Agreement between you and the Company.
Waivers of Class Action and Trial by Jury. YOU AND COMPANY BOTH WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION INVOLVING DISPUTES BETWEEN YOU AND THE COMPANY. YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS YOU AND COMPANY AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. THIS CLASS ACTION WAIVER IS AN ESSENTIAL PART OF YOURS AND THE COMPANY’S ARBITRATION AGREEMENT AND MAY NOT BE SEVERED. IF, FOR ANY REASON, THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, THEN THE ENTIRE ARBITRATION AGREEMENT WILL NOT APPLY. HOWEVER, THE WAIVER OF THE RIGHT TO TRIAL BY JURY SET FORTH IN THIS SECTION WILL REMAIN IN FULL FORCE AND EFFECT.
Other Remedies. Notwithstanding the foregoing, either party may bring an individual action in small claims court. Nothing in this Section precludes you from bringing issues to the attention of federal, state, or local agencies. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services.
Time Limitations. YOU HEREBY WAIVE AND FOREVER RELINQUISH ANY STATUTE OF LIMITATIONS OR STATUTE OF REPOSE RELATING IN ANY CLAIM ARISING OUT OF, OR RELATED TO, THE SERVICES OR THIS AGREEMENT. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THE SERVICES OR THIS AGREEMENT MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF WHEN YOU FIRST DISCOVERED OR SHOULD HAVE DISCOVERED THE FACTS SUPPORTING THE CAUSE OF ACTION. YOU HEREBY WAIVE, AND AGREE NOT TO ASSERT, ANY ARGUMENT TO TOLL OR OTHERWISE DELAY THE BEGINNING OF ANY TEMPORAL LIMITATIONS TO BRING A CLAIM ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT. YOU FURTHER AGREE THAT UPON EXPIRATION OF THE TIME LIMITATION HEREIN YOU SHALL NO LONGER HAVE ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT.
Notice to California Users. Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
Other Jurisdictions. By accessing or using the Services, or submitting information, you acknowledge that you accept the practices and policies outlined in this Agreement and consent to having your data transferred to and processed in the United States. If you do not agree to the terms of this Agreement, please do not use the Services. We do not represent or warrant that the Services, or any part thereof, are applicable, legal, or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk and are responsible for complying with all local laws, rules, and regulations. We may limit the availability of the Services, in whole or in part, to any person, geographic area, or jurisdiction that we choose, at any time, and in our sole discretion.
THE WEBSITE AND PRODUCTS/SERVICES/COURSES/EVENTS CONTAINED THEREON ARE NOT SUBSTITUTES FOR THE ADVICE AND TREATMENT OF A LICENSED HEALTH CARE PROFESSIONAL. NOT ALL PRODUCTS AND SERVICES ARE SUITED FOR EVERYONE. THE CREATORS OF ANY PRODUCTS/SERVICES DO NOT ASSUME, AND SHALL NOT HAVE, ANY LIABILITY TO USERS FOR INJURY OR LOSS IN CONNECTION THEREWITH. WE MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL LIABILITY CONCERNING ANY TREATMENT OR ANY ACTION FOLLOWING THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE WEBSITE. IF YOU HAVE SPECIFIC CONCERNS OR A SITUATION IN WHICH YOU REQUIRE PROFESSIONAL OR MEDICAL ADVICE, YOU SHOULD CONSULT WITH AN APPROPRIATELY TRAINED AND QUALIFIED SPECIALIST, SUCH AS A LICENSED PSYCHOLOGIST, PHYSICIAN OR OTHER HEALTH PROFESSIONAL. NEVER DISREGARD THE MEDICAL ADVICE OF A PSYCHOLOGIST, PHYSICIAN OR OTHER HEALTH PROFESSIONAL, OR DELAY IN SEEKING SUCH ADVICE, BECAUSE OF THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE WEBSITE, EVENTS OR COURSES.
Contact Information. If you have any questions, feedback, or to report a violation regarding this Agreement, you may contact us by email at:
Melissa Sgambelluri Coaching Inc.