WE HAVE MADE EVERY
EFFORT TO ACCURATELY REPRESENT OUR PRODUCTS AND SERVICES. THE REPRESENTATION OF
THE POTENTIAL OF OUR PRODUCTS AND SERVICES IS SUBJECT TO OUR INTERPRETATION.
WHILE THE EARNINGS POTENTIAL FOR THOSE PEOPLE THAT USE OUR PRODUCTS AND
SERVICES IS USUALLY VERY ENCOURAGING. YOU ACKNOWLEDGE THAT YOUR EARNING
POTENTIAL IS SUBJECT TO MANY INDEPENDENT FACTORS, ALL OF WHICH VARY FROM
INDIVIDUAL TO INDIVIDUAL AND ARE OFTEN OUT OF ANY INDIVIDUAL’S CONTROL.
AS SUCH, WE MAKE NO
WARRANTY OR GUARANTEE OF ANY KIND THAT YOU WILL EXPERIENCE ANY SPECIFIC LEVEL
OF EARNINGS BY USING OUR PRODUCTS AND SERVICES.
ANY EXAMPLES WE HAVE
PROVIDED SHOULD NOT BE INTERPRETED AS ANY GUARANTEE OF EARNINGS. WE DO NOT
ASSERT THAT OUR PRODUCTS AND SERVICES REPRESENT A “GET RICH SCHEME.”
UPON REQUEST, WE MAY
ASSIST YOU IN THE VERIFICATION OF CLAIMS OF ACTUAL EARNINGS AND/OR EXAMPLES OF
ACTUAL RESULTS ACHIEVED, THOUGH WE ARE UNDER NO OBLIGATION TO DO SO.
HOWEVER, WE CANNOT AND
DO NOT OFFER YOU ANY DIRECT FINANCIAL ADVICE, NOR ARE WE RESPONSIBLE FOR ANY
FINANCIAL DECISIONS YOU MAKE. AS ALWAYS, IT IS YOUR SOLE RESPONSIBILITY TO
DISCUSS THE LEGALITY OR FINANCIAL SOUNDNESS OF ANY DECISION YOU MAKE WITH A
QUALIFIED PROFESSIONAL BEFORE MAKING SUCH A DECISION.
WE HAVE MADE EVERY EFFORT TO ACCURATELY REPRESENT OUR PRODUCTS AND SERVICES. THE REPRESENTATION OF THE POTENTIAL OF OUR PRODUCTS AND SERVICES IS SUBJECT TO OUR INTERPRETATION. WHILE THE RELATIONSHIP POTENTIAL FOR THOSE PEOPLE THAT USE OUR PRODUCTS AND SERVICES IS USUALLY VERY ENCOURAGING. YOU ACKNOWLEDGE THAT YOUR RELATIONSHIP POTENTIAL IS SUBJECT TO MANY INDEPENDENT FACTORS, ALL OF WHICH VARY FROM INDIVIDUAL TO INDIVIDUAL AND ARE OFTEN OUT OF ANY INDIVIDUAL’S CONTROL.
AS SUCH, WE MAKE NO WARRANTY OR GUARANTEE OF ANY KIND THAT YOU WILL EXPERIENCE ANY SPECIFIC LEVEL OF IMPROVEMENT IN YOUR PERSONAL OR PROFESSIONAL RELATIONSHIPS BY USING OUR PRODUCTS AND SERVICES.
ANY EXAMPLES WE HAVE PROVIDED SHOULD NOT BE INTERPRETED AS ANY GUARANTEE OF WHAT WILL HAPPEN IN YOUR INDIVIDUAL CIRCUMSTANCE.
WE DO NOT ASSERT THAT OUR PRODUCTS AND SERVICES REPRESENT A “FIX ALL.”
UPON REQUEST, WE MAY ASSIST YOU IN THE VERIFICATION OF CLAIMS OF ACTUAL RELATIONSHIP OUTCOMES AND/OR EXAMPLES OF ACTUAL RESULTS ACHIEVED, THOUGH WE ARE UNDER NO OBLIGATION TO DO SO.
THE PHOENIX PROJECT AND ITS ASSOCIATED SUBSIDIARIES AND COMPANIES DO NOT PROFESS TO BE ANY TYPE OF COUNSELOR, PSYCHIATRIST, OR PSYCHOLOGIST. BY PURCHASING AND/OR PARTICIPATING IN ANY OF THE ASSOCIATED PROGRAMS, YOU ARE ACKNOWLEDGING THIS. YOU ALSO ACKNOWLEDGE THAT THE TACTICS, TIPS, TRICKS, OR STRATEGIES YOU RECEIVE MAY NOT WORK FOR YOU. IT IS YOUR SOLE RESPONSIBILITY TO DISCUSS AND SEEK OUT WHAT YOU DEEM TO BE QUALIFIED ASSISTANCE WITH A PROFESSIONAL BEFORE, DURING, OR AFTER YOUR PARTICIPATION IN ANY OF THE ASSOCIATED PROGRAMS. THE PHOENIX PROJECT AND ITS ASSOCIATED SUBSIDIARIES AND COMPANIES ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR DO NOT MAKE.
WE HAVE MADE EVERY EFFORT TO ACCURATELY REPRESENT OUR PRODUCTS AND SERVICES. THE REPRESENTATION OF THE POTENTIAL OF OUR PRODUCTS AND SERVICES IS SUBJECT TO OUR INTERPRETATION. WHILE THE POTENTIAL FOR THOSE PEOPLE THAT USE OUR PRODUCTS AND SERVICES TO BUILD A SPIRITUAL RELATIONSHIP IS USUALLY VERY ENCOURAGING, THERE ARE NO GUARANTEES. YOU ACKNOWLEDGE THAT YOUR SPIRITUAL POTENTIAL IS SUBJECT TO MANY INDEPENDENT FACTORS, ALL OF WHICH VARY FROM INDIVIDUAL TO INDIVIDUAL AND ARE OFTEN OUT OF ANY INDIVIDUAL’S CONTROL.
AS SUCH, WE MAKE NO WARRANTY OR GUARANTEE OF ANY KIND THAT YOU WILL EXPERIENCE ANY SPECIFIC LEVEL OF IMPROVEMENT IN YOUR SPIRITUAL RELATIONSHIPS BY USING OUR PRODUCTS AND SERVICES. ANY EXAMPLES WE HAVE PROVIDED SHOULD NOT BE INTERPRETED AS ANY GUARANTEE OF WHAT WILL HAPPEN IN YOUR INDIVIDUAL CIRCUMSTANCE.
WE DO NOT ASSERT THAT OUR PRODUCTS AND SERVICES REPRESENT A “FIX ALL" OR YOUR PATH. UPON REQUEST, WE MAY ASSIST YOU IN THE VERIFICATION OF CLAIMS OF ACTUAL SPIRITUAL OUTCOMES AND/OR EXAMPLES OF ACTUAL RESULTS ACHIEVED, THOUGH WE ARE UNDER NO OBLIGATION TO DO SO.
THE PHOENIX PROJECT AND ITS ASSOCIATED SUBSIDIARIES AND COMPANIES DO NOT ENDORSE ANY ONE RELIGION OR WAY OF BELIEVING. BY PURCHASING AND/OR PARTICIPATING IN ANY OF THE ASSOCIATED PROGRAMS, YOU ARE ACKNOWLEDGING THIS. YOU ALSO ACKNOWLEDGE THAT THE TACTICS, TIPS, TRICKS, OR STRATEGIES YOU RECEIVE MAY NOT WORK FOR YOU. IT IS YOUR SOLE RESPONSIBILITY TO DISCUSS AND SEEK OUT WHAT YOU DEEM TO BE QUALIFIED ASSISTANCE WITH A PROFESSIONAL BEFORE, DURING, OR AFTER YOUR PARTICIPATION IN ANY OF THE ASSOCIATED PROGRAMS. THE PHOENIX PROJECT AND ITS ASSOCIATED SUBSIDIARIES AND COMPANIES ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR DO NOT MAKE.
WE HAVE MADE EVERY EFFORT TO ACCURATELY REPRESENT OUR PRODUCTS AND SERVICES. THE REPRESENTATION OF THE POTENTIAL OF OUR PRODUCTS AND SERVICES IS SUBJECT TO OUR INTERPRETATION. WHILE THE INCREASE IN PHYSICAL POTENTIAL FOR THOSE PEOPLE THAT USE OUR PRODUCTS AND SERVICES IS USUALLY VERY ENCOURAGING. YOU ACKNOWLEDGE THAT YOUR PHYSICAL POTENTIAL IS SUBJECT TO MANY INDEPENDENT FACTORS, ALL OF WHICH VARY FROM INDIVIDUAL TO INDIVIDUAL AND ARE OFTEN OUT OF ANY INDIVIDUAL’S CONTROL.
AS SUCH, WE MAKE NO WARRANTY OR GUARANTEE OF ANY KIND THAT YOU WILL EXPERIENCE ANY SPECIFIC LEVEL OF IMPROVEMENT IN YOUR PHYSICAL WELL BEING BY USING OUR PRODUCTS AND SERVICES. ANY EXAMPLES WE HAVE PROVIDED SHOULD NOT BE INTERPRETED AS ANY GUARANTEE OF WHAT WILL HAPPEN IN YOUR INDIVIDUAL CIRCUMSTANCE.
WE DO NOT ASSERT THAT OUR PRODUCTS AND SERVICES REPRESENT A “FIX ALL.” UPON REQUEST, WE MAY ASSIST YOU IN THE VERIFICATION OF CLAIMS OF ACTUAL PHYSICAL OUTCOMES AND/OR EXAMPLES OF ACTUAL RESULTS ACHIEVED, THOUGH WE ARE UNDER NO OBLIGATION TO DO SO.
THE PHOENIX PROJECT AND ITS ASSOCIATED SUBSIDIARIES AND COMPANIES DO NOT PROFESS TO BE ANY TYPE OF COUNSELOR, PSYCHIATRIST, NUTRITIONIST, STRENGTH AND CONDITIONING COACH, OR PSYCHOLOGIST. BY PURCHASING AND/OR PARTICIPATING IN ANY OF THE ASSOCIATED PROGRAMS, YOU ARE ACKNOWLEDGING THIS. YOU ALSO ACKNOWLEDGE THAT THE TACTICS, TIPS, TRICKS, OR STRATEGIES YOU RECEIVE MAY NOT WORK FOR YOU. IT IS YOUR SOLE RESPONSIBILITY TO DISCUSS AND SEEK OUT WHAT YOU DEEM TO BE QUALIFIED ASSISTANCE WITH A PROFESSIONAL BEFORE, DURING, OR AFTER YOUR PARTICIPATION IN ANY OF THE ASSOCIATED PROGRAMS. THE PHOENIX PROJECT AND ITS ASSOCIATED SUBSIDIARIES AND COMPANIES ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR DO NOT MAKE.
INFORMATION FOUND IN
OUR PRODUCTS AND SERVICES MAY CONTAIN INFORMATION THAT INCLUDES FORWARD-LOOKING
STATEMENTS AS DEFINED BY THE “PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.” WE BASE ANY FORWARD-LOOKING STATEMENTS SOLELY UPON OUR EXPECTATIONS ON
EVENTS THAT HAVE NOT YET OCCURRED.
YOU CAN EASILY IDENTIFY
SUCH STATEMENTS, AS THEY DO NOT RELATE SPECIFICALLY TO ANY FACTS, WHETHER
HISTORICAL OR IN CURRENT DAY. THESE STATEMENTS USE WORDS SUCH AS “ANTICIPATE,”
“BELIEVE,” “ESTIMATE,” “EXPECT,” “INTEND,” “PLAN,” “PROJECT,” AND OTHER SUCH
WORDS THAT IMPLY SIMILAR MEANING IN CONNECTION WITH A DESCRIPTION OF POTENTIAL
EARNINGS AND FINANCIAL PERFORMANCE.
ANY AND ALL FORWARD LOOKING STATEMENTS USED
WITH OUR PRODUCTS AND SERVICES ARE SOLELY BASED UPON OUR OPINION OF EARNINGS
POTENTIAL. AS THERE ARE MANY FACTORS THAT WILL DETERMINE YOUR ACTUAL RESULTS,
WE MAKE NO GUARANTEES THAT YOU WILL ACHIEVE SIMILAR OR ANY RESULTS FROM YOUR
USE OF OUR PRODUCTS AND SERVICES.
This membership agreement (the “Membership Agreement”) contains the
terms and conditions that govern your use of any of The Phoenix Project and it's associated websites (the “Website”) and the Services (as defined below). THIS MEMBERSHIP AGREEMENT
DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES, AND INCLUDES DISCLAIMERS OF
WARRANTIES, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER, AND THE
REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS. THESE PROVISIONS FOR AN ESSENTIAL
BASIS OF OUR AGREEMENT.
If you do not agree with any of these terms, do not access or
otherwise use the Website or Services, or any information or materials
contained on the Website.
The Phoenix Project owns and operates the
Website. This Membership Agreement is between you and The Phoenix Project. The Phoenix Project reserves the right to add, delete, and modify any of the terms
and conditions contained in this Membership Agreement at any time and in its
sole discretion by posting a change notice or a new agreement on the Website.
In the event of substantive changes to this Membership Agreement, the new terms
will be posted to the Website, you will be required to affirmatively assent to
its terms, and you may also be notified by email. If any modification is
unacceptable to you, your only recourse is not to use the Website and the
Services and to request an immediate termination of your membership. Your
express consent or continued use of the Website or the Services following
posting of a change notice or new Membership Agreement on the Website will
constitute binding acceptance of the changes.
1. The Services
1.1. The Phoenix Project provides a number of Internet-based services
through the Website (all such services, collectively, the “the Services”),
including without limitation training and materials for you to deploy in your personal life. The Phoenix Project reserves the right to add, change,
and delete content and services from the Website or Services from time to time.
1.2. If applicable, you agree to pay, and authorize automatic
recurring billing of, the membership fee with your credit card, or other
payment methods, until subsequently cancelled. Your payment for the initial
30-day period is refundable, provided that you contact us and request that we
cancel your membership and refund your fee within the initial 30-day period.
You understand and agree that each subsequent automatic recurring billing of
the membership fee is not refundable and will not be prorated.
1.3. The Phoenix Project reserves the right to change the membership
fee from time to time.
2. Use of the Website and the Services
2.1. The Phoenix Project will only knowingly provide the Services to
parties that can lawfully enter into and form contracts under applicable law.
The Website and the Services are not for anyone under the age of 18 and any
such use is prohibited.
2.2. You must comply with all of the terms and conditions of this
Membership Agreement, the applicable agreements and policies referred to below,
and all applicable laws, regulations, and rules when you use the Website and
2.3. Your License to Use the Website and the Services.
2.3.1. The Phoenix Project owns or licenses all intellectual property
and other rights, title, and interest in and to the Website, Services, and the
materials accessible on or through the Website and Services, except as
expressly provided for in this Membership Agreement. For example, and without
limitation, The Phoenix Project owns trademarks, copyrights, and certain
technology used in providing the Services. You will not acquire any right,
title or interest therein under this Membership Agreement or otherwise unless
expressly provided for herein.
2.3.2. The Phoenix Project grants you a limited revocable license to
access and use the Website and Services for their intended purposes, subject to
your compliance with this Membership Agreement. This license does not include
the right to collect or use information contained on the Website for purposes
thatThe Phoenix Project prohibits or to compete with The Phoenix Project. If
you use the Website or the Services in a manner that exceeds the scope of this
license or breaches any relevant agreement, your license shall terminate
2.4. Third-Party Services. The Phoenix Project may provide links on
the Website to other websites that are not affiliated with, under the control
of, or otherwise maintained by The Phoenix Project, and may use third parties
to provide certain services accessible through the Website. The Phoenix Project does not control those third parties or their services, and you agree
that The Phoenix Project will not be liable to you in any way for your use of
policies. You must comply with such terms and policies as well as this
Membership Agreement when you use these services. If any such terms or policies
conflict with the Membership Agreement, agreements or policies, you must comply
with the Membership Agreement, agreements, or policies, as applicable. The Phoenix Project does not endorse or make any representations or warranties about
third party sites or any information, software, or other products or services
3.1. For the purpose of this Membership Agreement, “Confidential
Information” shall be deemed to include all information and materials that: (a)
if in written format is marked as confidential, or (b) if disclosed verbally is
noted as confidential at time of disclosure, or (c) in the absence of either
(a) or (b) is information which a reasonable party would deem to be non-public
information and confidential.
3.2. Confidential Information shall include without limitation: all
information provided on or through the Website or the Services; trade secrets,
inventions, research methods, methods of compiling information, methods of
creating the The Phoenix Project database, procedures, devices, machines,
equipment, data processing programs, software, computer models, research
projects, and other means used by The Phoenix Project in the conduct of its
business; product formulations, strategies and plans for future business, new
business, product or other development, new and innovative product ideas,
potential acquisitions or divestitures, and new marketing ideas; information
with respect to costs, commissions, fees, profits, sales, markets, sales
methods and financial information; mailing lists, the identity of The Phoenix Project customers, potential customers, distributors, and suppliers and their
names and addresses, the names of customer representatives responsible for
entering into contracts for The Phoenix Project's products or services, the
amounts paid by The Phoenix Project's customers, specific customer needs and
requirements, and leads and referrals to prospective customers; and the
structure, sequence, and organization of the The Phoenix Project database,
together with source code and object code; and the identity of The Phoenix Project employees, their respective salaries, bonuses, benefits, qualifications
3.3. You acknowledge and agree that the nature of The Phoenix Project's confidential, proprietary, and trade secret information to which you have, and
will continue to have, access to derives value from the fact that it is not
generally known and used by others in the highly competitive, international
industry in which The Phoenix Project competes. You further acknowledge and
agree that, even in complete good faith, it would be impossible for you to work
in a similar capacity for a competitor of The Phoenix Project without drawing
upon and utilizing information gained pursuant to this Membership Agreement.
3.4. You acknowledge that you are receiving such Confidential
Information in confidence and will not publish, copy, or disclose any
Confidential Information without prior written consent from the Company. You
further agree that you shall not attempt to reverse engineer, de-compile or try
to ascertain the source code toThe Phoenix Project's software or any other
software supplied hereunder. You acknowledge that you will only use the
Confidential Information to the extent necessary to promote your business, and
that you will use best efforts to prevent unauthorized disclosure of the
Confidential Information to any third party.
3.5. The obligation of confidentiality shall not apply to any
particular portion of Confidential Information which: (a) was in the public
domain when The Phoenix Project granted access to you; (b) entered the public
domain through no fault of you subsequent to receipt; (c) was in your
possession free of any obligation of confidence at the time of the disclosure
by The Phoenix Project; (d) was rightfully communicated by a third party to
you free of any obligation of confidence subsequent to the time of the
originating party’s communication thereof to you; (e) was developed by you
independently of and without knowledge or reference to any Confidential
Information; (f) is approved for release by written authorization from The Phoenix Project; or (g) is required to be disclosed pursuant to any statute,
law, rule or regulation of any governmental authority or pursuant to any order
of any court of competent jurisdiction, but in any case, you will immediately
notifyThe Phoenix Project before disclosure and given a reasonable
opportunity to obtain a protective order or other form of protection.
3.6. You agree not to alone or in association with others use
Confidential or trade secret information to (a) solicit, or facilitate any
organization with which you are associated in soliciting, any employee or
customer of The Phoenix Project to alter its relationship withThe Phoenix Project; (b) solicit for employment, hire, or engage as an independent
contractor, or facilitate any organization with which The Phoenix Project is
associated in soliciting for employment, hire, or engagement as an independent
contractor, any person who was employed by The Phoenix Project at any time
during the term of this Membership Agreement (provided, that this clause (b)
shall not apply to any individual whose employment with The Phoenix Project was terminated for a period of one year or longer); or (c) solicit business
from or perform services for any customer, supplier, licensee, or business
relation of The Phoenix Project, induce or attempt to induce, any such entity
to cease doing business withThe Phoenix Project; or in any way interfere with
the relationship between any such entity and The Phoenix Project.
3.7. You agree that you will not make any derogatory statements,
either oral or written, or otherwise disparage The Phoenix Project, their products, employees, services, work or employment, and will
take all reasonable steps to prevent others from making derogatory or
disparaging statements. You agree that it would be impossible, impractical, or
extremely difficult to fix the actual damages suffered by reason of a breach of
this paragraph, and accordingly hereby agree that five thousand dollars
($5,000) shall be presumed to be the amount of damages sustained by reason of
each such breach, without prejudice to The Phoenix Project's right to also seek
injunctive or other equitable relief.
3.8. Other than as expressly provided for herein, in no event shall
you be deemed by virtue hereof to have acquired any right or interest by
license or otherwise, in or to the Confidential Information.
3.9. You agree that all originals and any copies of the Confidential
Information remain the property of The Phoenix Project. You shall reproduce
all copyright and other proprietary notices, if any, in the same form that they
appear on all the materials provided byThe Phoenix Project, on all copies of
the Confidential Information made by you. You agree to return all originals and
copies of all Confidential Information in your possession or control to The Phoenix Project at The Phoenix Project's request.
4. General Rules
4.1. Prohibited Use. You may only use the Website and Services to promote your business, as expressly permitted by The Phoenix Project. You may not cause harm to the Website or Services. Specifically, but not by way of limitation, you may not: (i) interfere with the Website or Services by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (ii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Website or Services; (iii) use a robot, spider or other device or process to monitor the activity on or copy pages from the Website or Services, except in the operation or use of an internet “search engine,” hit counters or similar technology; (iv) collect electronic mail addresses or other information from third parties by using the Website or Services; (v) impersonate another person or entity; (vi) engage in any activity that interferes with another user’s ability to use or enjoy the Website or Services; (vii) assist or encourage any third party in engaging in any activity prohibited by this Membership Agreement; (viii) co-brand the Website or Services; (ix) frame the Website or Services; or (x) hyper-link to the Website or Services, without the express prior written permission of an authorized representative of The Phoenix Project.
4.3. Ordering Policies. If you purchase any products or services on or through the Website or Service, you agree that your use of the product or service is limited by this Membership Agreement as well.
4.4. Password Restricted Areas of the Website. Most areas of the Website are password restricted to registered users (“Password-Protected Areas”). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify The Phoenix Project if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, including any fees that may be incurred under your password-protected account, whether or not you are the individual who undertakes such activities. You agree to immediately notify The Phoenix Project of any unauthorized use of your account or any other breach of security in relation to your password or the Website that is known to you.
4.5. Spam Policy: You may not use the Website or Services to engage in unethical marketing activities, including without limitation spamming. The following are examples of activities that are not permitted, and which may result in an immediate deactivation of your account or termination of your membership: a) disguising the origin of any content transmitted to or through the Website or Services, or using any other means of deceptive addressing; b) relaying email from a third party’s mail servers without the permission of that third party; c) transmitting any material that is unlawful or used without adequate permission from the owner of the material; d) harvesting email addresses in a manner that is unlawful or in violation of the rights of a third party; e) sending email that contains inaccurate header information or domain names that are not valid or do not exist; f) sending email that contains false or misleading information in the subject line or body of the message; g) sending email that does not indicate that it is an advertisement, does not include a functioning opt-out mechanism, or does not include your valid physical mailing address; or h) sending email that violates applicable law, including without limitation the CAN-SPAM Act or the applicable laws of the jurisdictions from which you send email or in which the email is received the acceptable use policies of The Phoenix Project’s email service provider.
5. Reservation of Rights
5.1. Monitoring. The Phoenix Project reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website and Service. If The Phoenix Project determines, in its sole and absolute discretion, that you or another user has or will breach a term or condition of this Membership Agreement or that such transaction or communication is inappropriate, The Phoenix Project may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
5.2. Modification of the Service. The Phoenix Project may modify the Website or Services at any time with or without notice to you, and will incur no liability for doing so.
6.1. The Phoenix Project asks that you respect the Website online community. Your conduct when using the Website and Services should be guided by common sense and basic etiquette. To further these common goals, you agree not to:
6.1.1. Disparage the products or services of any company or individual.
6.1.2. Impersonate or represent The Phoenix Project, The Phoenix Project staff, or other industry professionals.
6.1.3. Link to or post content not allowed on the Website.
6.1.4. Solicit a user’s password or other account information.
6.1.5. Harvest user information for any purpose.
6.1.6. Use racially or ethnically offensive language; discuss or incite illegal activity; use explicit or obscene language; or solicit or post sexually explicit images.
6.1.7. Harass, threaten, or embarrass anyone.
6.1.8. Post anything that you do not have the legal right to post; and
6.1.9. Violate any law, or make any untrue or misleading statement;
7.1. Your Submissions. When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information (“Submissions”), you grant The Phoenix Project an unrestricted license to use such Submissions for any purpose, including without limitation marketing and other promotional purposes and the right to sublicense. You agree that The Phoenix Project will have no obligation to keep any Submissions confidential. You will not bring a claim against The Phoenix Project based on “moral rights” or the likes arising from The Phoenix Project’ use of a Submission.
7.2. Submissions by Others. The Phoenix Project does not control the content posted by third parties and does not guarantee the accuracy, integrity, or quality of such content. You understand that by using the Website or Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will The Phoenix Project be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Website or Services by third parties.
8. Representations and Warranties
8.1. Mutual Representations and Warranties. Each party represents to the other that: (i) the party has the full power and authority to enter into and perform under this Membership Agreement, (ii) execution and performance of this Membership Agreement does not constitute a breach of, or conflict with, any other agreement or arrangement by which the party is bound, and (iii) the terms of this Membership Agreement are a legal, valid, and binding obligation of the party entering into this Membership Agreement, enforceable in accordance with these terms and conditions.
8.2. By You. You represent and warrant to The Phoenix Project that, in your use of the Website and Services, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party; (ii) will comply with all applicable laws, rules, and regulations; (iii) will not disrupt or damage any software or hardware; and (iv) you will provide correct, current, and complete billing and contact information.
9. Arbitration and Waiver of Class Claims
9.1. YOU UNDERSTAND AND AGREE THAT ALL CLAIMS, DISPUTES OR CONTROVERSIES BETWEEN YOU AND The Phoenix Project, INCLUDING, WITHOUT LIMITATION, TORT AND CONTRACT CLAIMS, CLAIMS BASED UPON ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, ORDER, ORDINANCE, OR REGULATION, AND THE ISSUE OF ARBITRABILITY, SHALL BE RESOLVED BY THE FINAL AND BINDING ARBITRATION PROCEDURES SET BELOW. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY SUCH CLAIMS SHALL BE BROUGHT SOLELY IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL CAPACITY. THE PARTIES FURTHER AGREE THAT THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND SHALL NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL. ANY CONTROVERSY CONCERNING WHETHER A DISPUTE IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR AND NOT BY THE COURT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY AN ARIZONA STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. THIS ARBITRATION CONTRACT IS MADE PURSUANT TO A TRANSACTION IN INTERSTATE COMMERCE AND ITS INTERPRETATION, APPLICATION, ENFORCEMENT AND PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”).
9.2. The following procedures shall apply:
9.2.1. Any party that intends to make a claim shall first notify the opposing party in writing of such intention and shall describe in such notice, with reasonable particularity, the nature and basis of such claim, and the total amount of the claim. Within thirty (30) days of receipt of such notice, the party receiving notice of a claim shall provide a written response which, with reasonable particularity, sets forth its position concerning the claim. If the parties are unable to resolve the dispute arising from the claim by good faith negotiations to be conducted within the thirty (30)-day period following the written response, either of them may initiate binding arbitration pursuant to the terms and conditions set forth below.
9.2.2. In the event a party elects to proceed with binding arbitration, it shall provide written notice thereof to the other party by registered or certified mail. The arbitration shall be conducted in the state of California, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses).
9.2.3. Separate and apart from the agreement to arbitrate set forth above, the parties hereby independently waive any right to bring or participate in any class action in any way related to, or arising from, this Membership Agreement.
10. Disclaimers and Exclusions
10.1. DISCLAIMER OF WARRANTIES. The Phoenix Project PROVIDES THE WEBSITE, SERVICES, AND ALL CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. The Phoenix Project DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, SERVICES, OR WEBSITE CONTENT, OR USE THEREOF: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. The Phoenix Project MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS MEMBERSHIP AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
10.2. EXCLUSION OF DAMAGES. The Phoenix Project WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE WEBSITE OR SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3. LIMITATION OF LIABILITY. IN NO EVENT WILL The Phoenix Project’ LIABILITY IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES EXCEED THE LESSER OF (i) THE AMOUNT PAID TO The Phoenix Project BY YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY, OR (ii) ONE HUNDRED DOLLARS ($100).
11.1. You must indemnify and hold The Phoenix Project and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the “Parties”) harmless from any damage, loss, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the Parties alleging that you have breached any of provision in this Membership Agreement through any act or omission. If you have to indemnify The Phoenix Project under this section, The Phoenix Project will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without the express written permission of The Phoenix Project.
12.1. Termination. You agree that, under certain circumstances and without prior notice, The Phoenix Project may suspend or terminate your use of the Website or Services, including without limitation, if The Phoenix Project believes, in its sole and absolute discretion, that you have breached a term of this Membership Agreement. You acknowledge and agree that all suspensions and terminations shall be made in The Phoenix Project’ sole discretion and that The Phoenix Project shall not be liable to you or any other party for said suspension or termination.
12.2. Survival. Upon termination, your license to use the Website, Services, and everything accessible by or through the Website or Services shall terminate and the remaining provisions of this Membership Agreement shall survive indefinitely unless and until The Phoenix Project chooses to terminate them.
12.3. Effect of Termination. Upon termination of any part of this Agreement for any reason, The Phoenix Project may delete or assume ownership of any Content or other things—including without limitation URLs, domain names, and email lists—relating to your use of the Website or Services that is on The Phoenix Project’s servers or otherwise in The Phoenix Project’s possession or control, and The Phoenix Project will have no liability to you or any third party for doing so.
13.1. All notices required or permitted to be given under this Membership Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to The Phoenix Project, you must use the following address:The Phoenix Project 3707 E Southern Ave Mesa, AZ 85207. If The Phoenix Project provides notice to you, The Phoenix Project will use the contact information provided by you. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
14. Notification of Claims of Infringement
14.1. The Phoenix Project respects the intellectual property of others, and asks users to do the same. The Phoenix Project may, in appropriate circumstances and at its discretion, terminate service to users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact The Phoenix Project’ designated agent to receive notice of claimed infringement: The Phoenix Project. Provide the following information required by the Digital Millennium Copyright Act, 17 U.S.C. § 512: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the URL or other specific location on the Website where the material that you claim is infringing is located; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
15.1. This Membership Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Arizona without reference to conflict of law principles. This Membership Agreement will not be assignable or transferable by you without The Phoenix Project’ prior written consent. This Membership Agreement (including all of the policies and other Agreements described in this Membership Agreement, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this Membership Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. Any rights not expressly granted herein are reserved. You and The Phoenix Project are independent contractors and independent businesses, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Membership Agreement. The invalidity or unenforceability of any provision of this Membership Agreement will not affect the validity or enforceability of any other provision of this Membership Agreement, all of which will remain in full force and effect. If you have questions or concerns regarding this Membership Agreement, you should contact The Phoenix Project by emailing email@example.com