THE EXTRAORDINARY BRAIN PTY LTD / GILBERTO SPENCER
TERMS AND CONDITIONS OF USE
Please read these Terms and Conditions of Use (“TOU”) carefully. You must agree to these TOU before you are permitted to use any The Extraordinary Brain Pty Ltd or https://thefasdbrain.com (“Website”) digital or downloadable resources, online course, one-on-one or group coaching, class, program, workshop, or training, video, enter any online private forums operated by The Extraordinary Brain Pty Ltd (for any purpose), whether on a website hosted by The Extraordinary Brain Pty Ltd or a third-party website such as an online course platform or Facebook.com, participate in any workshop or challenge; attend any live event hosted or promoted by The Extraordinary Brain Pty Ltd; and/or purchase or take part in any future service or activity offered by The Extraordinary Brain Pty Ltd, whether now known or unknown (collectively “Gilberto Spencer / The FASD Brain Activities”).
If you do not agree with these TOU, you may not use the Website or its Content.
As used in these TOU, the term “Releases” is defined to include the following: (i) The Extraordinary Brain Pty Ltd, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns (collectively, “The FASD Brain”); (ii) any volunteers; and (iii) Gilberto Spencer a/k/a Gilberto Spencer
The Website, Content, and The FASD Brain Activities are intended and only suitable for individuals aged 18 and above. Some of their content may not be appropriate for children. Children under the age of 18 are not permitted to use the Websites or Content. The FASD Brain hereby disclaims all liability for use by individuals under the age of 18.
The Website and Content, and The FASD Brain Activities are intended for life coaches, as further explained in the Refund Policy below.
2. PAYMENT AND REFUNDS
If paying by debit card or credit card, you give us permission to automatically charge your credit or debit card for all fees and charges due and payable to The FASD Brain, without any additional authorization, for which you will receive an electronic receipt. You also agree that The FASD Brain is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).
Payment in full is required before you will be permitted to participate in any The FASD Brain Activities.
Refund Policy for coaching program: In order to request a refund, you must submit all the completed modules and worksheets for the program to email@example.com
Since we have a clear and explicit Refund Policy in these TOU that you have agreed to prior to completing the purchase of The FASD Brain Activities, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. In the event that a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.
3. INTELLECTUAL PROPERTY RIGHTS
a. Ownership of the Content
The words, videos, voice and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases and all other information and intellectual property accessible on or through the The FASD Brain website, any third-party website The FASD Brain may use to distribute or host the The FASD Brain Activities, contained in e-mails sent to you by The FASD Brain, or provided at in-person events by The FASD Brain, as well as the look and feel of all of the foregoing (“the Content”) is property of The FASD Brain and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.
b. The FASD Brain’s Limited License to You:
If you view, purchase or access any The FASD Brain Activities or any of the Content, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.
This means you may view, download, print, email and use one copy of individual pages of The FASD Brain Activities and Content for your own personal purposes or your own internal business use only.
You may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, your clients or customers, or any other third party, or otherwise use any material from the The FASD Brain Activities or Content for commercial purposes or in any way that earns you or any third party money (other than by applying them internally in your own business). By downloading, printing, or otherwise using the The FASD Brain Activities or Content for personal use you in no way assume any ownership rights of the Content – it is still The FASD Brain property. Any unauthorized use of any materials found in the The FASD Brain Activities or Content shall constitute infringement.
You must receive our written permission before using any of The FASD Brain Activities or Content for your own commercial use or before sharing with others.
The trademarks and logos displayed on The FASD Brain Activities or Content are trademarks belonging to The FASD Brain, unless otherwise indicated. Any use including framing, metatags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.
All rights not expressly granted in these terms or any express written license, are reserved by us.
c. Unauthorized Use
Your use of any materials found in The FASD Brain Activities or Content or private groups held on third-party forums operated by The FASD Brain, other than that expressly authorized in this agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages of five (5) times the total fees paid for the The FASD Brain Activities in the event of your Unauthorized Use, or a minimum of $5,000 if you did not pay fees for the The FASD Brain Activities, in addition to any legal or equitable remedies The FASD Brain may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.
You agree that any violation or threatened violation of the Intellectual Property Rights terms in this Agreement would cause irreparable injury to Us that may not be adequately compensated by damages, entitling Us to obtain injunctive relief, without bond, in addition to all legal remedies.
d. Your License to The FASD Brain; Use in Testimonials and Marketing.
By posting or submitting any material during the The FASD Brain Activities such as comments, posts, photos, designs, graphics, images or videos or other contributions, you are representing to us that you are the owner of all such materials and you are at least 18 years old. You are also granting us, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting us the right to make it part of The FASD Brain’s current or future The FASD Brain Activities and Content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions in the The FASD Brain Activities or in our Content at any time for any reason.
You also consent to photographs, videos, and/or audio recordings, including teleconference calls, webinars, or other communications, that may be made by the Company during the Program that may contain you, your voice and/or your likeness. In the Company’s sole discretion, we reserve the right to use these photographs, videos, and or/audio recordings and/or any other materials submitted by you to the Company or created by the Company in connection with your participation in any Program, without compensation to you at any time, now or at any time in the future.
You also grant us, and anyone authorized by us, the right to use your likeness and identify you as the author and individual depicted in any comments, posts, photos, images, videos or other contributions created by you or the Company, or by name, email address, or screen name, for any purposes, including commercial purposes and advertising. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions in the Program or in our Content at any time for any reason.
This means you give The FASD Brain permission to use anything you submit or post in the The FASD Brain Activities or any third-party forum or website operated by The FASD Brain, or anything captured by The FASD Brain during your participation in the The FASD Brain Activities, other than images in which your face is visible and recognizable or your full name.
e. Request for Permission to Use the Content
If you wish to use any of the Content, or any other intellectual property or property belonging to us, you should request permission in writing BEFORE you use the Content by sending an email to firstname.lastname@example.org.
If you are granted permission by The FASD Brain, you agree to use the specific Content that The FASD Brain allows and only in the ways for which The FASD Brain has given you its written permission. If you choose to use the Content in ways that The FASD Brain does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in the The FASD Brain Activities and Content.
4. COACH/CLIENT RELATIONSHIP AND RESPONSIBILITIES OF THE PARTIES
a. The FASD Brain’s Responsibilities:
The FASD Brain’s staff are trained to use their communication skills and coaching tools to support you throughout the The FASD Brain Activities.
The FASD Brain’s staff will provide guidance to you based on information you provide.
The FASD Brain’s staff will answer questions through the Facebook group and live group coaching calls on Zoom or Facebook Live; replays will be made available if you are not available to attend live.
b. Your Responsibilities for Best Results:
Watch and/or listen to all video content provided on the Website and complete all worksheets assigned during the The FASD Brain Activities, at your own pace.
Attend live group coaching calls.
Participate, engage, and ask for coaching and help in our private Facebook group and in the member portal on our Website.
Attend live in-person events, if applicable.
You agree that coaching is not to be used as a substitute for professional advice of any kind, including medical, mental or other qualified professional help and you agree to seek professional guidance for such matters, should they arise, independent of the coaching relationship.
5. YOUR CONDUCT
The Program is a “pitch free zone.” You agree you will not pitch, promote, market, or sell any other products, groups, programs, or events to Program participants on any Company website or third-party forums operated by The FASD Brain, whether or not officially sanctioned, owned, or operated by The FASD Brain. This means you agree not to form, or ask Program participants to join, “shadow” groups on social media or any other platform, or in-person meetups, based on interests or locality. You agree you will not invite Program participants to participate in events, such as a meetup, seminar, or athletic competition, without first receiving approval from The FASD Brain. You agree not to market, promote, or sell products or services such as essential oils, exercise DVDs, nutritional supplements, coaching services, or other products or services to Program participants, unless you are authorized or requested to do so by The FASD Brain.
Please choose carefully the materials that you upload to, submit to, or embed on any website operated by The FASD Brain and any third-party forums operated by The FASD Brain. Any material you post on The FASD Brain’s website or in any third-party forums operated by The FASD Brain may become public.
You are responsible for your material and for any liability that may result from the material you post. You participate, comment, and post material at your own risk. Any communication by you on The FASD Brain’s website and any third-party forums operated by The FASD Brain, whether by leaving a comment, participating in a chat, public or private forum, or other interactive service, must be respectful. You may not communicate or submit any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others. You agree to post comments or other material only one time.
You are strictly forbidden from the following:
Harassing, fighting with, or being disrespectful to The FASD Brain or other The FASD Brain Activities participants
Causing damage to any The FASD Brain website or third-party forums operated by The FASD Brain
Using any The FASD Brain website or third-party forums operated by The FASD Brain for any unlawful, illegal, fraudulent or harmful purpose or activity
Using any The FASD Brain website or third-party forums operated by The FASD Brain to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software
Using any The FASD Brain website or third-party forums operated by The FASD Brain to transmit, send or deliver unsolicited communications or for other marketing or advertising purposes
Systematically or automatically collecting data from any The FASD Brain website or third-party forums operated by The FASD Brain
Using any The FASD Brain website or private forum or third-party forums operated by The FASD Brain, to take pictures and/or screenshots of comments, posts, pictures, materials or any other content posted and/or shared by Participants without receiving their advance permission
Sharing private and proprietary information from the The FASD Brain Activities with anyone else
If, in The FASD Brain’s sole discretion, your conduct violates these TOU in any way, you agree that The FASD Brain may immediately and permanently terminate your participation in The FASD Brain Activities and Content, and remove you from private Facebook groups or other third-party forums operated by The FASD Brain. Upon termination of your participation, it is in our sole discretion to decide whether you will receive a refund.
The FASD Brain, in its discretion, may delete or modify, in whole or part, any post, comment or submission to The FASD Brain and any third-party forums operated by The FASD Brain. The FASD Brain does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. The FASD Brain neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the The FASD Brain website or any third-party forums operated by The FASD Brain. The FASD Brain shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on The FASD Brain’s website and any third-party forums operated by The FASD Brain.
The FASD Brain is not legally bound to keep your information confidential. You acknowledge that our communications are not covered by any doctor-patient privilege or other privilege.
Confidential information does not include information that:
(a) was in the The FASD Brain’s possession prior to your participation in the Program;
(b) is generally known to the public or in your circle of friends and family and co-workers; or
(c) The FASD Brain may be required by law to disclose.
You agree that The FASD Brain shall not be liable for the disclosure of any of your information by another Program participant. You agree to keep all information you learn about other Program participants, their businesses, or clients (as applicable), strictly confidential except in very rare circumstances where disclosure is required by law.
The FASD Brain may record coaching calls and share them in the Program, on the The FASD Brain website, or on third-party forums operated by The FASD Brain.
You agree you will not share any recorded coaching calls or third-party forum postings outside the private member areas of The FASD Brain’s website or any third-party forums operated by The FASD Brain, without permission. If The FASD Brain discovers you have done so without permission, this will be grounds for immediate termination of your access to the Program and Content. The FASD Brain, in our discretion, may issue a refund.
7. USERNAME AND PASSWORD
You agree that you are able to safely participate in The FASD Brain Activities and have no medical condition that would make your participation in The FASD Brain Activities more hazardous.
9. CONSENT TO MEDICAL CARE
You consent to medical care and transportation in order to obtain treatment in the event of injury to you as The FASD Brain, volunteers or medical professionals may deem appropriate and understand that this Agreement extends to any liability arising out of or in any way connected with the medical treatment and transportation provided in the event of an emergency and/or injury.
10. FOLLOWING RULES, INSTRUCTIONS
You agree to observe and obey all posted rules and warnings, to follow any instructions or directions given by The FASD Brain through its employees, representatives or agents and to abide by any decision of any The FASD Brain staff or volunteers, or The FASD Brain vendors or contractors, relative to your ability to safely participate in or attend The FASD Brain Activities.
11. DAMAGE OR THEFT OF PROPERTY
You understand and agree that the Releases are not responsible for any personal item or property that is lost, damaged or stolen at or during The FASD Brain Activities.
12. APPROPRIATE BEHAVIOR; DISMISSAL WITHOUT REFUND
You understand and agree that you are expected to exhibit appropriate behavior at all times while at any live, in-person The FASD Brain Activities and to obey all local, state and federal civil and criminal laws while participating in or attending The FASD Brain Activities. This includes, generally, respect for other people, equipment, facilities or property. The FASD Brain may dismiss you, without refund, should your behavior endanger the safety of or negatively affect The FASD Brain Activities or any person, facility or property.
13. CONSUMPTION OF ALCOHOL OR OTHER INTOXICANTS
You agree not to consume alcohol or any other intoxicant prior to The FASD Brain Activities that involve physical exercise or activity, or use any medicine or substance that will inhibit your mental or physical ability to safely participate in such The FASD Brain Activities. If you choose to consume alcoholic beverages or other intoxicants prior to, during, or after any other The FASD Brain Activities, you agree you will do so responsibly, and only if you are over the age of twenty-one (21).
The FASD Brain reserves the right in its sole discretion to refuse or terminate your access to the The FASD Brain Activities and Content, member portal, as well as private Facebook groups operated by The FASD Brain, in full or in part, at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of The FASD Brain Activities or Content affected by such cancellation or termination. The restrictions imposed on you in these TOU with respect to the The FASD Brain Activities and its Content will still apply now and in the future, even after termination by you or The FASD Brain.
In the event you are not meeting milestones in any The FASD Brain Activities or The FASD Brain determines you are not likely to achieve your desired results, The FASD Brain may, in its sole discretion, give you the option to either terminate your participation in any The FASD Brain Activities with a full or partial refund, or continue to participate in any The FASD Brain Activities with an express forfeiture and waiver of any future opportunity to request a refund.
15. PERSONAL RESPONSIBILITY, ASSUMPTION OF RISK, RELEASE, DISCLAIMERS
(a) You acknowledge that, by engaging with The FASD Brain for any The FASD Brain Activities, you voluntarily assume an element of inherent risk, and knowingly and freely assume all risk and responsibility for injuries to any persons or damages to any property, and release, covenant not to sue, and hold Releases harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your participation in any The FASD Brain Activities, whether or not caused by the active or passive negligence of the Releases.
In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to The FASD Brain for the The FASD Brain Activities.
(b) The FASD Brain Activities and Content provide information and education only, and do not provide any financial, legal, medical or psychological services or advice. None of the The FASD Brain Activities or Content prevents, cures or treats any mental or medical condition. The FASD Brain Activities and Content are not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, financial advisor, or medical professional. You are responsible for your own financial, legal, physical, mental and emotional well-being, decisions, choices, actions and results. You should consult with a professional if you have specific questions about your own unique situation. The FASD Brain disclaims any liability for your reliance on any opinions or advice contained in the The FASD Brain Activities.
(c) Earnings and Results Disclaimer. You agree that The FASD Brain has not made and does not make any representations about the earnings or results you may receive as a result of your participation in the The FASD Brain Activities. The FASD Brain cannot and does not guarantee that you will achieve any particular result or earnings from your use of the The FASD Brain Activities, and you understand that results and earnings differ for each individual.
(d) Any links to third-party products, services, or sites are subject to separate terms and conditions. The FASD Brain is not responsible for or liable for any content on or actions taken by such third-party companies or websites. Although The FASD Brain may recommend third-party sites, products or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.
(e) The FASD Brain tries to ensure that the availability and delivery of the The FASD Brain Activities and Content is uninterrupted and error-free. However, The FASD Brain cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction.
(f). THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE The FASD Brain ACTIVITIES AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, The FASD Brain DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The FASD Brain DOES NOT WARRANT THAT THE PROGRAM OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
The FASD Brain SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE The FASD Brain ACTIVITIES, INCLUDING ITS MATERIALS, PRODUCTS OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE The FASD Brain ACTIVITIES.
Security for all personally identifiable information is extremely important to us. Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that there is an inherent risk in all forms of electronic communication, and communications between you and The FASD Brain which may be unlawfully intercepted by third parties not under our control. The FASD Brain does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with The FASD Brain are done at your own risk.
17. LEGAL DISPUTES
18. USERS OUTSIDE UNITED STATES
The FASD Brain controls and operates The FASD Brain Activities from offices in the United States. The FASD Brain does not represent that materials in The FASD Brain Activities are appropriate or available for use in other locations. People who choose to access the The FASD Brain Activities from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
You agree to defend, indemnify, release, and hold harmless The FASD Brain and any directors, officers, agents, contractors, partners, assigns, successors-in-interest and its and their employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but without limitation to attorney’s fees) arising from or in connection with: (i) your use of the The FASD Brain Activities or Content in violation of these TOU, (ii) any breach by you of these TOU or any representation and warranty made by you herein, (iii) any comment, post, or material you submit to The FASD Brain’s website or any third-party forum or website operated by The FASD Brain, (iv) your use of materials or features available in the The FASD Brain Activities or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by The FASD Brain) or (v) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.
You expressly agree that these TOU are intended to be as broad and inclusive as permitted by the law of the State of Kentucky, and that if any portion is held invalid, it is agreed that it will be severed and the balance shall continue in full legal force and effect. This release is not intended as an attempted release of claims of gross negligence or intentional acts by Releases. This is the entire agreement of the parties, and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.
20. FORCE MAJEURE
The Company will not be deemed to have breached these TOU for any delay or failure in performance caused by events out of its reasonable control, including acts of God or a public enemy; natural disasters or calamities; epidemic or pandemic; failure of a third party to perform; changes in the laws or regulations; actions or executive orders of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the Company.
21. ENTIRE AGREEMENT, SEVERABILITY, MODIFICATION, AND WAIVER
This agreement constitutes the entire agreement between you and The FASD Brain with respect to the The FASD Brain Activities, Content and Website and supersedes all prior, contemporaneous written or oral communications between you and The FASD Brain regarding the The FASD Brain Activities, Content and Website. If any part of the terms of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law, to reflect, as closely as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
The FASD Brain may change, modify or update these TOU at any time. Any access or use of The FASD Brain Activities or Content by you after The FASD Brain publicly posts or distributes such changes shall constitute consent of such modifications. If you have any questions or concerns about these Terms, contact email@example.com.
By clicking on the box when signing up for the Program, you are providing the electronic equivalent of your signature and assert that you have read, understood and agreed to this entire document. If you do not agree with these TOU, do not purchase or use the Program or Content