Life Coach PDC

Terms of Use

Terms of Use

1. Introduction.

THIS AGREEMENT BINDS YOU OR THE COMPANY YOU REPRESENT (“YOU,” OR “YOUR”) TO THE TERMS AND CONDITIONS SET FORTH HEREIN IN CONNECTION WITH YOUR USE OF Best Awaken Media, INC.’S (“OUR”, “WE”, “COMPANY” “Life Coach PDC” “LifeCoachPDC” LifeCoachPDC.com OR “Best Awaken Media”) SOFTWARE, MOBILE APPLICATIONS, SERVICES OR OTHER OFFERINGS ON OUR SITE (COLLECTIVELY, OUR “PRODUCTS”). BY USING ANY OF THE COMPANY PRODUCTS OR CLICKING ON THE “SIGNUP” BUTTON, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “CANCEL” BUTTON AND DO NOT USE THE COMPANY PRODUCTS. COMPANY’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

2. Additional Terms.

Any personal information submitted in connection with Your use of the Products or the Site is subject to Our Privacy Policy, located here which is hereby incorporated by reference into these Terms.

If you are an Instructor (as defined below), you are also subject to the Instructor terms and conditions located here (the “Instructor Terms”), which are hereby incorporated by reference into these Terms. If you are an Instructor and there is a conflict between these Terms and the Instructor Terms, the Instructor Terms will govern.

3. General.

The Products enable students (“Students”) to connect with independent contractor instructors (the “Instructors”) who provide live and recorded instruction, tutoring, and learning services in Our proprietary online classrooms (the “Courses”). Students and Instructors are, collectively, “Users.” The Products include, without limitation, facilitating and hosting Courses and supporting materials, and taking feedback from Users.

Company reserves the right to revise these Terms in its sole discretion at any time by posting the changes on the Site. Changes become effective thirty (30) days after posting. Your continued use of Products after change become effective shall mean that You accept those changes. You should visit the Site regularly to ensure You are aware of the latest version of the Terms. Notwithstanding the preceding sentences of this section, no revisions to these Terms will apply to any dispute between you and the Company that arose prior to the date of such revision.

The Company may modify the Products or discontinue their availability at any time.

You are solely responsible for all service, telephony, data charges and/or other fees and costs associated with Your access to and use of the Products, as Well as for obtaining and maintaining all telephone, computer hardware, and other equipment required for such access and use.

If You elect to access or use Products that involve payment of a fee, then You agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use. If You provide credit card information to pay for such fees then You hereby represent and warrant that You are authorized to supply such information and hereby authorize the Company to charge Your credit card on a regular basis to pay the fees as they are due.

If Your payment method fails or Your account is past due, then We may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block Your access to any Products pending resolution of any amounts due by You to Company.

All of Your use, access and other activities relating to the Site and the Products must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity. In connection with Your use of the Products and Site, You must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Products or operation of the Site; frame or embed the Site or Products; impersonate another person or gain unauthorized access to another person’s Account; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Products or operation of the Site; scrape, spider, use a robot or other automated means of any kind to access the Products.

4. General Disclaimer.

The Site is only a marketplace for Instructors and Students. We do not hire or employ Instructors nor are We responsible or liable for any interactions involved between the Instructors and their respective clients. We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to conduct of Instructors or Students, including, but not limited to, any Student’s reliance upon any information provided by an Instructor.

We do not control Submitted Content (as defined below) posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such Submitted Content. You also understand that by using the Products may expose You to Submitted Content that You consider offensive, indecent, or objectionable. The Company has no responsibility to keep such content from You and no liability for Your access or use of any Submitted Content, to the extent permissible under applicable law.

The Site and Products may give You access to links to third-party Websites (“Third Party Sites”), either directly or through Courses or Instructors. The Company does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site.

5. Conduct.

You may only access the Products for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to Your use of the Products. You agree not to use the Products or the Company Content (as defined below) to recruit, solicit, or contact in any form Instructors or potential users for employment or contracting for a business not affiliated with us without Our advance written permission, which may be withheld in Our sole discretion. You assume any and all risks from any meetings or contact between You and any Instructors or other Users of the Products.

6. Specific Obligations of Instructors.

If You are instructing Students in connection with a Course You are an “Instructor” and the following additional terms and conditions apply, and You represent, warrant and covenant that:

You are subject to the Company’s approval, which We may grant or deny in Our sole discretion;
You need to visit lifeCoachPDC.com and complete the Instructor enrollment form and if You will charge fees for Your Courses You will also need to agree to the Premium Instructor Pricing terms;
You will be responsible for all of Your Submitted Content, that You own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize Company, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Products in the manner contemplated by these this Instructor Agreement, and that no Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on and through the Site and the Products;
You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Products or to any User;
You will not use the Products for any business other than for providing tutoring, teaching and instructional services to Students;
You will not engage in any activity that will require Company to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
You will not copy, modify or distribute Company Content except as permitted in this Instructor Agreement;
You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;
You will maintain Your enrollment and account information, and all such enrollment and account information shall be accurate;
You shall respond promptly to Users seeking Your services and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;
You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Terms and the Instructor Terms and will assume responsibility and liability for Your performance and compliance hereunder.
7. Specific Obligations of Students using the Site.

If You are a User in search of or participating in a Course, You are a Student and the following additional terms and conditions apply, and You represent, warrant and covenant that:

You have read, understood, and agree to be bound by the pricing information (see the Pricing section below) before using the Site or registering for a Course;
You are over the age of 18, or, if not, You will only use the Products with the involvement, supervision, and approval or a parent or legal guardian. Children under the age of 13 may not register for an account or register or purchase Courses.
You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Site or the Products;
You will not post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory or libelous content;
You will not reproduce, distribute, publicly display, publicly perform, communicate to the public, create derivative works from or otherwise use and exploit any Company Content, the Products or Courses or Submitted Content except as permitted by these Terms or the relevant Instructor as applicable;
You will not disclose any personal information to an Instructor, and otherwise will assume responsibility for controlling how Your personal information is disclosed or used, including, without limitation, taking appropriate steps to protect such information; and
You will not solicit personal information from any Instructor or other User.
8. Registration.

To use certain Products, You will need to register and obtain an account, username and password. When You register, the information You provide to us during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of Your account, username, and password (collectively, Your “Account”) and for all activities associated with or occurring under Your Account. You represent and warrant that Your Account information will be accurate at all times. You must notify us (a) immediately of any unauthorized use of Your Account and any other breach of security, and (b) ensure that You exit from Your Account at the end of each use of the Products. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from Your failure to comply with the foregoing requirements or as a result of use of Your Account, either with or without Your knowledge, prior to Your notifying us of unauthorized access to Your Account.

You may not transfer Your Account to any other person and You may not use anyone else’s Account at any time without the permission of the account holder. In cases where You have authorized or registered another individual, including a minor, to use Your Account, You are fully responsible for (i) the online conduct of such User; (ii) controlling the User’s access to and use of the Products; and (iii) the consequences of any misuse.

9. Content, Licenses & Permissions.

All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is “Content.” Where the Company provides Content to You in connection with the Products, including, without limitation, the Software and the Products and the Site, it is “Company Content.” Content uploaded, transmitted or posted to the Site or through the Products by a User is “Submitted Content.” Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws. You hereby represent and warrant that You have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Company with respect to Your Submitted Content and that Company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of Your Submitted Content as authorized in these Terms or have any liability to You or any other party as a result of any use or exploitation of Your Submitted Content as authorized in these Terms.

You hereby grant the Company a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content on the Site and through the Products, and sublicense it to Instructors and Users for these purposes directly or through third parties. Notwithstanding the foregoing, You have the right to remove all or any portion of Your Submitted Content from the Site at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new uses, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.

The Company hereby grants You (as a User) a limited, non-exclusive, non-transferable license to access and use Submitted Content and Company Content, for which You have paid all required fees, solely for Your personal, non-commercial, educational purposes through the Site and the Products, in accordance with these Terms and any conditions or restrictions associated with particular Courses or Products. All other uses are expressly prohibited absent Our express written consent. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, or otherwise transfer or use any Submitted Content or Company Content unless We give You explicit permission to do so. Submitted Content and Company Content is licensed, and not sold, to You. Instructors may not grant You license rights to Submitted Content You access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.

You agree that We may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Site and the Products. You hereby grant the Company permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Site, Products, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

THE COMPANY RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS. NOTWITHSTANDING THE FOREGOING, THE COMPANY DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND THE COMPANY SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SITE OR THROUGH THE PRODUCTS IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL. If You believe that Submitted Content of Yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is Your responsibility to take such steps You deem necessary to correct the situation. If You believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws, You should report it to the Company in accordance with the procedures that We maintain here

All rights not expressly granted in these Terms are retained by the Content owners and these Terms do not grant any implied licenses.

Pricing for Paid Courses

Key Definitions

“Base Price” means the course price set by the Instructor.

“Base Currency” means the currency of the Base Price.

“Base Exchange Rate” means a system-wide rate used by the Company for foreign currency conversion and does not include any fee or mark-up by the Company. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

“Sale Price” means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, the Company will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.

“Sale Currency” means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.

“Cost Adjustment Factor” means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.

Pricing

Except when a Course is made available through the Best Awaken Media Marketing Programs, or a Course is offered on Company’s iOS mobile applications, an Instructor will be solely responsible for determining the Base Price to be charged for such Course, in accordance with the Instructor Terms . In the case of Courses offered on Company’s iOS applications, Company will select the Apple App Store price tier (App Store Pricing Matrix available here) that is closest to the fee set by the Instructor. When the Sale Currency is different than the Base Currency, the Company will determine the Sale Price according to the most recent Base Exchange Rate and applicable Cost Adjustment Factor.

If You are a Student, You agree to pay the fees for Courses that You take, and hereby authorize Us to charge Your credit card for these amounts. We will charge Your credit card monthly for all amounts owed. If Your credit card is declined, You agree to pay Us the fees within thirty (30) days of notification from Us, and pay (at Our discretion) a late payment charge at 1.5% per month, or the maximum permitted by law, whichever is greater.

Taxes

European Union

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax (“VAT”), under applicable law, Best Awaken Media will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Best Awaken Media may at its own discretion increase the Sale Price where Best Awaken Media is of the view that VAT may be due and Best Awaken Media will have a liability to account for such. You will indemnify and hold Best Awaken Media harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

All other countries

For sales of any of Courses or Submitted Content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location). Best Awaken Media is unable to provide you with tax advice and You should consult your own tax advisor.

Rounding Off

Company may, in its sole discretion, round up or round down the Sale Price to the nearest whole functional base unit in which the Sale Currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, Company will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.

Some currencies are denominated in large numbers. In those cases, Company may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Company to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

Foreign Currency

Company’s online platform will default the Sale Currency based on Your geographic location. The currency of any transaction will match the Sale Currency displayed to You on the website. You cannot change Your displayed currency.

Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.

Refunds

Best Awaken Media offers Students a thirty (30)-day, no-questions-asked money back guarantee on Courses that are not purchased through Best Awaken Media’s iOS or Android applications. If you, as a Student, are unhappy with such a Course and request a refund within thirty (30) days of the date that you paid for access to that Course, we will provide you with a full refund of the amount you paid. To request a refund, please contact us via support here. Please note that if we believe that you are abusing our refund policy in our sole discretion, we reserve the right to suspend or terminate your account and refuse or restrict any and all current or future use of the Company Products, without any liability to you. In addition, please note that notwithstanding anything to the contrary in these Terms, Best Awaken Media does not provide refunds for Courses purchased through our iOS or Android applications. All sales of Courses through Best Awaken Media’s iOS or Android applications are final.

You, as an Instructor, acknowledge and agree that Students have the right to receive a refund as set forth in this section. Neither Instructors nor Company shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a Student requests a refund for a Course after Best Awaken Media has sent an Instructor payment for that Course, Best Awaken Media reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Instructor, or (2) require that Instructor to refund any amounts refunded to Students for Instructor’s Course to the extent no additional payments are due from Best Awaken Media to Instructor or such payments due Instructor are insufficient to cover the amounts refunded to Students.

10. Trademarks.

The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the Site, in the Products or in any Company Content are Our registered or unregistered Trademarks or of Our suppliers or third parties and are protected pursuant to U.S. and foreign trademark laws. All rights are reserved and You may not alter or obscure the Trademarks, or link to them without Our prior approval.

11. Warranty Disclaimer.

THE PRODUCTS, SITE, COMPANY CONTENT, SUBMITTED CONTENT, COURSES, AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE SITE OR THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES OF ANY KIND AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY.

12. Limitation of Liability.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE HEREUNDER UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT OR NEGLIGENCE, FOR ANY LOSSES, UNLESS SUCH LOSSES WERE REASONABLY FORESEEABLE AT THE TIME YOU AGREED TO THIS TERMS. THE COMPANY’S TOTAL LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID IN CONNECTION WITH THE COURSES OR PRODUCTS UNDER WHICH SUCH LIABILITY AROSE. THIS SECTION 12 DOES NOT EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR FRAUD, FOR DEATH, OR FOR PERSONAL INJURY RSULTING FROM NEGLIGENCE, OR FROM ANY OTHER LIABILTY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.

13. Indemnification.

You hereby indemnify, defend and hold harmless the Company, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all reasonably foreseeable losses, expenses, damages, costs, claims and demands, including reasonable attorneys’ fees and related costs and expenses, due to or arising out of Your breach of any representation or warranty hereunder. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You under this Section 13, and in such case, You agree to fully cooperate as reasonably required with such defense and in asserting any available defenses.

14. Termination.

We may terminate Your use of the Products or Site immediately without notice for any breach by You of these Terms or any of Our applicable policies, as posted on the Site from time to time. We may discontinue offering any Product, Course, or Content at any time (which will terminate Your right to offer these Courses if You are an Instructor). You may terminate Your use of the Site or the Products at any time, either by ceasing to access them, or by contacting us (but if You are an Instructor then Students enrolled in Your Courses prior to termination shall continue to have access to them for the duration of the Course). We have no obligation to retain any of Your Account or Submitted Content for any period of time beyond what may be required by applicable law. Upon termination, You must cease all use of the Site, Products and Content. Any accrued rights to payment and Sections 4, 5, 10-15 and all representations and warranties shall survive termination.

15. Electronic Notices.

By using the Products or communicating with Company, You agree that Company may communicate with You electronically regarding security, privacy, and administrative issues relating to Your use of the Products or these Terms. If Company learns of a security system’s breach, Company may attempt to notify You electronically by posting a notice on the Products or sending an email to You. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to Company by using this contact form.

16. Miscellaneous.

Entire Agreement. These Terms and any policies applicable to You posted on the Site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
Severability. If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.
Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
Notice. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the Company nor any other party to this Agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
These Terms and Your use of the Site and the Products shall be governed by the substantive laws of the State of Florida without reference to its choice or conflicts of law principles.

Privacy Policy

This Privacy Policy was last updated on Jan 1, 2016

This Privacy Policy (“Privacy Policy”) explains how Best Awaken Media, Inc. (“OUR”, “WE”, “COMPANY” “Life Coach PDC” “LifeCoachPDC” LifeCoachPDC.com OR “Best Awaken Media”) collect, use and share personally identifiable information of visitors of our web site (the “Site”) and users of our products and services (the “Services”). Please note that the primary purpose of our Site and the Services it to allow you to enroll in and take online courses on a variety of topics (“Courses”). For the purpose of this Privacy Policy, information that you provide through the Site can be in one of two categories: information relating to your use of the Site or the Services, including, without limitation, enrollment information for Courses, is referred to as “Site Information,” while information relating to taking the Courses, including, without limitation, interchanges with the Course instructors (“Instructors”), other students (“Users”), answers, essays and other items submitted to satisfy Course requirements, is referred to as “Course Information.” When this Privacy Policy uses the generic term “information” it is intended to address the general use of information, and not your specific Site Information or Course Information. By using the Site, Services, or Courses you consent to the collection, use and disclosure of your personally identifiable Site Information and Course Information, as applicable, in accordance with this Privacy Policy.

1. Personally Identifiable Information We Collect and How We Use It.

You can generally visit the Site without revealing any personally identifiable information about yourself. We do not collect personal information from our Site visitors without the Site visitor providing us with this information as set forth in this Privacy Policy.

If you request to receive company or product information, or request information about specific Services, or provide comments about Services, you will be asked to provide contact information so that we can complete your request. We use this Site Information to fulfill your request. We may also use this Site Information to send you additional information about our Services or Courses on the Site that you may be interested in.

Some of the Services require that you become a registered user and create a user account. This will require that you provide certain personally identifiable information, that may include (but not be limited to) your (and if you are enrolling as part of our Best Awaken Media for Business program) your company’s name, e-mail address, as well as telephone and address information.

You allow us to use this personally identifiable Site Information to register you to use the Services, enroll in Courses, and otherwise provide you with the Services; verify your authority to enter the Site and access the Courses and Services; notify you of updates; improve the content and general administration of the Site and the Services; provide you with notices regarding the Services and other services that you have purchased or may wish to purchase in the future.

You also consent to our providing this personally identifiable information to Instructors as part of the Course Information when you enroll in a Course. Instructors will use this Course Information to provide the Course to you. Instructors may have other users for Course Information. It is your responsibility when you enroll in a Course to confirm what uses the Instructor will make of your personally identifiable Course Information. Best Awaken Media does not control these uses by Instructors.

2. Other Information We Collect and How We Use It.

Best Awaken Media may also automatically collect and analyze Site Information about your general usage of the Site, Services and Courses. We might track your usage patterns to see what features of the Site, Services and Courses you commonly use, Site traffic volume, frequency of visits, type and time of transactions, type of browser, browser language, IP address and operating system, and statistical information about how you use the Services and Courses. We only collect, track and analyze such Site Information in an aggregate manner that does not personally identify you. This aggregate data may be used to assist us in operating the Site and the Services and provided to other third parties to enable them to better understand the operation of the Services, and improve their Course offerings, but such information will be in aggregate form only and it will not contain personally identifiable data.

Instructors may collect non-personally identifiable Course Information in connection with your participation in Courses. This Course Information may include, but not be limited to, your interaction with the Instructor and other Users, comments you leave on Course forums, answers or essays you submit to satisfy Course requirements, and so forth. As noted above, it is your responsibility to review the Instructor’s policy in connection with all Course Information and decide whether or not you want to provide such Course Information.

3. Children.

We recognize the privacy interests of children and we encourage parents and guardians to take an active role in their children’s online activities and interests. We do not knowingly collect personal information from children under 13. If we learn that we have collected personal information from a child under 13, we will delete such information. Children under the age of 13 may not register for an account or register for or purchase Courses. Individuals under the age of 18 may only use the Services with the involvement, supervision, and approval or a parent or legal guardian.

4. Disclosure of Information.

We will share your personally identifiable Site Information with third parties only in the ways that are described in this privacy policy. These include, but are not limited to, sharing Site Information with service providers to allow them to fulfill your requests, to Instructors (in which case this will become Course Information), and to your employer if you are enrolled through the Best Awaken Media for Business program as an employee. We do not sell your personal information to third parties. Please refer to the sections above on personally identifiable and other Course Information for how Course Information may be used.

We may also disclose your personally identifiable information: (a) if we are required to do so by law, regulation or other government authority or otherwise in cooperation with an investigation of a governmental authority, (b) to enforce these Terms of Use, or (c) to protect the safety of Users of our Site and our Services and Courses. In addition, we may transfer your personally identifiable information to a successor entity upon a merger, consolidation or other corporate reorganization.

Vendors and Service Providers: We want to provide you with excellent service and make your Best Awaken Media experience as seamless as possible. We share information, including nonpublic Personal Information, with third parties that perform services on our behalf so we can provide and improve our services. For example, we may disclose Personal Information for customer support by third parties. These third parties must abide by this Privacy Policy and keep nonpublic information confidential and use it only for its intended purpose.

5. Data Retention.

We retain Site Information and the personal data we process on behalf of Users for as long as needed to provide the Services. We will retain and use this personal Site Information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements with Users, and/or the period required by laws in applicable jurisdictions. Please see the sections above for how Course Information may be used.

6. Updating, Correcting and Deleting Your Information; Opt-out.

If you believe that Best Awaken Media has incorrect Site Information or Course Information that was provided as part of the Services, you may use the Services to correct, amend, or delete that information. You may also contact us by e-mailing our customer support here. We can only alter Course Information that was initially provided to us; you need to contact the Instructor for other purposes. Alternatively, you may send a letter with your requested changes, corrections or deletions to the following address:

By mail:

Best Awaken Media, Inc.
Attn: Privacy Policy
PO Box 130991
Tampa, FL 33681
From time to time, we may send you emails about Course or new or modified Services that we believe might interest you. If you wish to opt-out of receiving these materials, you may follow the unsubscribe procedure provided in the email.

7. Security.

The security of your personal information is important to us. Best Awaken Media employs procedural and technological measures to protect your personally identifiable information. These measures are reasonably designed to help protect your personally identifiable information from loss, unauthorized access, disclosure, alteration or destruction. We may use software, secure socket layer technology (SSL) encryption, password protection, firewalls, internal restrictions and other security measures to help prevent unauthorized access to your personally identifiable information. However, Best Awaken Media cannot guarantee that unauthorized third parties will never be able to defeat these measures or use your personally identifiable information for improper purposes. Therefore, you should be aware that when you voluntarily display or distribute personally identifiable information, that information could be collected and used by others. Best Awaken Media is not responsible for the unauthorized use by third parties of information you post or otherwise make available publicly.

8. Links to Other Websites.

The Site, Services and in particular the Courses, may provide links to third party web sites or resources not associated with us and over which we do not have control (“External Web Sites”). Such links do not constitute an endorsement by Best Awaken Media of the External Web Sites, the content displayed therein, or the persons or entities associated therewith. You acknowledge that Best Awaken Media is only providing these links as a convenience, and cannot be responsible for the content of such External Web Sites.

9. Material Changes.

Best Awaken Media reserves the right to change this Privacy Policy from time to time. We will post the revised Privacy Policy on this Site located here and will either send a notice to the e-mail address that you specified in your registration and/or post notice of the change so it is visible when users log-on for the first time prior to said changes taking effect so that you are always aware of what personal information we may collect and how we may use this information. We encourage you to review this Privacy Policy regularly for any changes. Your continued use of the Site and/or Services will be subject to the then-current Privacy Policy.

10. Contact Us.

We welcome your comments or questions concerning our Privacy Policy. If you would like to contact Best Awaken Media regarding this Privacy Policy, please contact us by emailing us here, or at:

Best Awaken Media, Inc.
Attn: Privacy Policy
PO Box 130991
Tampa, FL 33681

Copyright Policy

1. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements.

Best Awaken Media, Inc. respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our instructors, students and other users of our website and services (the “Site”) to do the same. Infringing activity will not be tolerated on or through the Site.

Best Awaken Media’s intellectual property policy is to (a) remove material that Best Awaken Media believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Site, and (b) remove any Submitted Content posted to the Site by “repeat infringers.” Best Awaken Media considers a “repeat infringer” to be any User that has uploaded Submitted Content to the Site and for whom Best Awaken Media has received more than two takedown notices compliant with the provisions of 17 U.S.C. 512(c) with respect to such Submitted Content. Best Awaken Media has discretion, however, to terminate the account of any User after receipt of a single notification of claimed infringement or upon Best Awaken Media’s own determination.

2. Procedure for Reporting Claimed Infringement.

If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your communication must include substantially the following;

A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Best Awaken Media to locate the material;
Information reasonably sufficient to permit Best Awaken Media to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer and/or see 17 U.S.C. 512 to confirm your obligations to provide a valid notice of claimed infringement.

3. Designated Agent Contact Information.

Best Awaken Media’s Designated Agent for notices of claimed infringement can be contacted at:

Via E-mail: Here

Via U.S. Mail:
Attn: Copyright Department
Best Awaken Media, Inc.
Attn: Privacy Policy
PO Box 130991
Tampa, FL 33681

4. Counter Notification.

If you receive a notification from Best Awaken Media that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Best Awaken Media with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Company’s Designated Agent through one of the methods identified above, and include substantially the following information:

A physical or electronic signature of the subscriber;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Company may be found, and that the subscriber will accept service of process from the person who provided notification above or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

5. False Notifications of Claimed Infringement or Counter Notifications.

The Copyright Act provides that:

[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Best Awaken Media] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.

17 U.S.C. 512(f).

Best Awaken Media reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

For the avoidance of doubt, only notices submitted under the Digital Millennium Copyright Act and the procedures set forth in this section should be sent to the Designated Agent at Best Awaken Media or to the postal address identified above. Any other comments, compliments, complaints or suggestions about Best Awaken Media, the operation of the Site or any other matter should be sent href=”/contact/”>here.

THIS IS CUSTOM HEADING ELEMENT

Best Awaken Media for Business Agreement

THIS Best-Awaken-Media-FOR-BUSINESS PORTAL AND SUBSCRIPTION AGREEMENT (the “AGREEMENT”) CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN Best Awaken Media, INC., A DELAWARE CORPORATION (“COMPANY”) AND YOU (AND THE ORGANIZATION YOU REPRESENT) (“CUSTOMER”) AND IT GOVERNS THE CUSTOMER’S ACCESS AND USE OF THE COMPANY’S CUSTOMER PORTAL SERVICE AND RELATED SERVICES (collectively, the”SERVICE”). BY ACCESSING OR USING THE SERVICE, THE CUSTOMER IS CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE CUSTOMER MUST NOT ACCESS OR USE THE SERVICE.

1. UFB Service.

Best Awaken Media offers various online courses at its primary website located at www .LifeCoachPDC.com (the “Site”). Best Awaken Media also offers the Service under the name “Best Awaken Media for Business” that permits other entities to create their own portals to the Site, populate them with courses, and allow their employees to access and enroll in courses through that portal. The Service includes the tools and/or documentation needed to access the portal, customize the portal, post custom courses and other content through the portal, and other features of Best Awaken Media for Business service that Best Awaken Media makes available to Customer as described at here . This Agreement refers to the portal page Customer creates using the Service as the “Customer Portal,” and the employees and other persons Customer allows to use the Customer Portal as “Users.”

2. Customer Portal.

The Customer Portal will be based on a template that is co-branded. Customer shall select a unique URL identifier for the Customer Portal; establish User names, passwords and maintain their security. Customer will be liable for any breach of security caused by its conduct, and will indemnify and hold harmless Best Awaken Media from any third party claims of infringement relating to the Customer identifier. Best Awaken Media may include Customer in a list of customers and identify Customer online as a user of the Service. Customer will appoint an administrator for the Customer Portal that will be responsible for its supervision, determining the courses offered, setting up User accounts and monitoring them, and other similar activities. Best Awaken Media will make available various tools to permit the administrator to perform these activities.

3. Available Courses.

Using the Service, Customer may populate the Customer Portal with different types of courses and related content. These include: (i) courses that Best Awaken Media generally offers on the Site (“Standard Courses”) for the fees (if any) associated with each Standard Course (“Standard Course Fees”); (ii) courses that Customer creates using the Service (“Customer Courses”), for fees (if any) that Customer elects to charge Users (“Customer Course Fees”); and (iii) courses packaged into bundles that Customer subscribes to (each a “Course Subscription”) for fixed fees instead of Standard Course Fees (“Subscription Fees”). All courses are subject to any restrictions put on them by the instructors for such courses, and to the obligations contained in the Terms of Use, Privacy Policy, and Copyright Policy set forth on the Site. Customer shall be responsible for the content contained in Customer Courses. Upon termination of this Agreement, enrolled Users will still be able to access Standard Courses and, subject to Customer’s consent, Customer Courses as independent users of the Site. Courses available through a Course Subscription are only available for as long as (a) Customer continues to pay the Subscription Fees for that Course Subscription; and (b) Best Awaken Media continues to have the right to offer those Courses as part of a Course Subscription; provided, however, that if Best Awaken Media no longer has that right it will use its best efforts to secure a transition period and the right for enrolled Users to continue to access those Courses during that transition period from the Course provider, and will endeavor to give notice of such a transition as far in advance as possible.

4. Accessing the Service and the Customer Portal.

Subject to the terms and conditions of this Agreement, Best Awaken Media gives Customer access to the Service for the purpose of using the Service, creating a Customer Portal with the Service, and operating that Customer Portal, all in accordance with any documentation that Best Awaken Media provides. In addition to this Agreement, the right to access and use if the Service and the Customer Portal is subject to the Terms of Use, Privacy Policy, and Copyright Policy set forth on the Site. The use of the Customer Portal by Customer employees is also governed by the Terms of Use, Privacy Policy, and Copyright Policy as they apply to Users of the Site. Best Awaken Media will endeavor to make the Customer Portal and any courses accessed through the Customer Portal available 24×7 (subject to planned maintenance downtime). Customer will be entitled to receive email support for the Service at all times, and voicemail support from 8:30a.m-5:00p.m. Pacific Time, Monday to Friday (except business holidays).

5. Restrictions.

In the course of using the Service and operating the Customer Portal, Customer shall not (and shall not permit Users to): provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the Site or Service or any courses (other than Customer Courses); frame or embed the Site, Service, Customer Portal or any courses; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or Service; scrape, spider, use a robot or other automated means of any kind to access the Site, Service or courses; rent, timeshare, lease or otherwise permit third parties other than Users to access or use the Service or Customer Portal. If Customer’s access to the Service is based on a number of Users, then all such Users must be Customer employees or full-time contractors, and User access cannot be assigned or transferred from one employee to another employee except in connection with a change of job assignment or termination of employment.

6. Fees and Payment.

Customer will pay Best Awaken Media the fees for the services and activities under this Agreement. The terms of these fees shall be agreed to by the Customer at the same time it agrees to this Agreement. You agree to pay the fees for an entire Term, even if you cancel this Agreement anytime during a Term. All fees shall be paid in US dollars and are non-refundable. Fixed fees are payable in advance for the period of the plan selected. Recurring fees are due within fifteen (15) days of the beginning of each month or other period. Late payments shall be subject to 1.5% interest per month (or the maximum permitted by law). Customer shall be responsible for any sales, value-added, services, use or similar taxes (other than taxes on Best Awaken Media’s income). If Customer elects to pay fees by credit or debit card or direct funds transfer, then Customer hereby authorizes Best Awaken Media or its third-party payment processor to charge such card or account. Customer shall provide Best Awaken Media or its third-party payment processor with all necessary billing, card and account information.

7. Confidentiality.

Customer acknowledges that, in the course of activities under this Agreement, Customer will obtain information relating to Best Awaken Media and the Service which is confidential in nature (“Confidential Information”), including, but not limited to, the Service features, pricing details, and other features and information about the Site’s operations. Best Awaken Media acknowledges that it may obtain Confidential Information relating to Customer, including, but not limited to, Customer Courses. Each party (“Recipient”) agrees that it will not disclose Confidential Information of the other party (“Discloser”) without the prior written consent of Discloser unless such Confidential Information becomes part of the public domain through no fault of the Recipient, and that it will only use such Confidential Information for the purposes of this Agreement and in accordance with the Privacy Policy and applicable law. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of this section, and the Discloser shall be entitled to equitable relief in addition to whatever remedies it may have at law. Nothing in this Agreement is intended to limit either party from accessing or making available similar services or courses, including, without limitation, Customer’s (or Customer’s employees’) use of another online education site, or Best Awaken Media from offering Users the opportunity to enroll in courses other than the courses available on the Customer Portal. If Customer offers any suggestions for changes or improvements of the Service, Best Awaken Media shall be free to incorporate or use them without payment, and Customer hereby grants Best Awaken Media an irrevocable, perpetual, royalty-free license to do so.

8. Term/Termination.

This Agreement will commence on the date the Customer agrees to this Agreement. The initial Term of this Agreement will be one year, and then this Agreement will renew automatically for additional terms of one year periods until terminated by at least thirty (30) days’ notice prior to the end of the then-current term. Either party may terminate the Agreement upon thirty (30) days’ notice for a material breach unless such breach is cured during the notice period. Upon termination for any reason, Customer will cease to use the Customer Portal and the Service, each party will cease to use the other’s Confidential Information. Notwithstanding the foregoing, if any Users are taking Standard Courses that are generally available on the Site at the time of termination then Best Awaken Media will continue to allow those Users to complete those Standard Courses, subject to payment of any required fees and compliance with the Site Terms of Use. Sections 5 and 7-12 of this Agreement, as well as any accrued rights to payment, will survive any expiration or termination.

9. WARRANTY DISCLAIMER.

Best Awaken Media AND CUSTOMER EACH PROVIDES THE SERVICES, COURSES, AND OTHER MATERIALS HEREUNDER “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR SECURITY.

10. LIMITATION OF REMEDIES AND DAMAGES.

NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY LIABILITY HEREUNDER IN EXCESS OF THE FEES PAID IN THE TWELVE (12) MONTHS PRIOR TO THE DATE A CLAIM AROSE. THE FOREGOING LIMITS SHALL NOT APPLY TO CLAIMS ARISING FROM CUSTOMER’S BREACH OF SECTION 5, EITHER PARTY’S BREACH OF CONFIDENTIALITY OR UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.

11. Indemnification.

For the purposes of this section, all materials that a party provides to the other or otherwise makes available pursuant to this Agreement shall be that party’s “Content.” The Service and Site shall be Best Awaken Media’s Content. The Customer Courses shall be Customer Content. Standard Courses and Subscription Courses shall not be either party’s Content. Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its employees, directors, affiliates and agents (the “Indemnified Parties”) from any claims, allegations, investigations, losses, damages and fees (including court costs and attorneys’ fees) (“Claims”) arising from the infringement of the Indemnifying Party’s Content by a third party’s patent, copyright, trademark, trade secret, privacy or other intellectual property or proprietary rights; provided, however, that the Indemnified Parties (a) gives the Indemnifying Party prompt notice of the Claim; (b) allow the Indemnifying Party sole control of the defense or settlement of the Claim; and (c) assist with such defense or settlement at the Indemnifying Party’s expense. In the event that the Service or Site becomes subject to a Claim or Best Awaken Media believes will become subject to a Claim, Best Awaken Media may elect to (i) defend or settle the Claim as above; (ii) procure the right for Customer to continue to use the Service or Site without material reduction in functionality; (iii) modify the Service or Site to preclude the Claim; or (iv) terminate this Agreement and refund pro rata for the remainder of the then-current term any prepaid fees. THE FOREGOING IS THE SOLE REMEDY FOR CONTENT INFRINGEMENT CLAIMS.

12. Miscellaneous.

In the event that any of the provisions of this Agreement shall be held unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party without consent, except in connection with an acquisition of that party, or merger or other change of control transaction. This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws provisions and any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. EACH PARTY RECOGNIZES THAT THE DISCLAIMERS, LIABILITY LIMITS AND REMEDIES SET FORTH HEREIN ARE MATERIAL, BARGAINED FOR BASES FOR EACH PARTY’S DECISION TO ENTER INTO THIS AGREEMENT.

Instructor Terms & Conditions

Key Definitions

“Base Price” means the course price set by the Instructor.

“Base Currency” means the currency of the Base Price.

“Base Exchange Rate” means a system-wide rate used by the Company for foreign currency conversion and does not include any fee or mark-up by the Company. The rate is established using one or more third parties such as Open Exchange Rates and is fixed periodically (e.g. monthly) to prevent daily price fluctuations. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

“Sale Price” means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, the Company will determine the Sale Price based on the applicable Base Exchange Rate and Cost Adjustment Factor.

“Sale Currency” means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.

“Cost Adjustment Factor” means applicable local taxes and other fees associated with currency conversions. In regions that use a common currency, e.g., the EU, the Cost Adjustment Factor uses a weighted average of country specific tax rates to ensure the same prices to end customers across the region.

“Net Amount” means the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (VAT in EU), and any amounts paid in connection with Marketing Programs that You participate in.

Pricing

As an Instructor, You will be solely responsible for determining the Base Price You charge Students for Your Courses. You agree to charge only for Your own Submitted Content. The Company will handle billing and other fee interaction with Users. When the Sale Currency is different than the Base Currency, Best Awaken Media will determine the Sale Price according to the most recent Base Exchange Rate and applicable Cost Adjustment Factor.

If You choose to participate in any of the Company’s Marketing Programs, the fee You receive from the Company will be in accordance with the terms of the particular Marketing Program that applies to the sale of Your Course. Otherwise You will receive the following:

Generally, the Company will pay You fifty percent (50%) of the Net Amount received for Your Course. The Net Amount equals the amount actually received from Students for Your Course, less any refunds paid, applicable sales or other taxes (if any), applicable fees for mobile application sales from either the Apple App Store or Google Play, and any amounts paid in connection with Marketing Programs that You participate in. The Net Amount will typically be based on the Base Price, but Company reserves the right to increase or decrease the Base Price in connection with the Company’s marketing and promotional efforts (including through Marketing Programs).
You will be able to increase Your portion of the fee by promoting Your Courses by using a coupon code that You have created on Best Awaken Media. For those Users that input Your coupon code at the time they enroll in Your Course, You will receive one-hundred percent (100%) of the Net Amount, less a three percent (3%) administrative and handling fee, except in the territory of Japan, where the administrative and handling fee shall be four percent (4%).
You authorize the Company to perform the appropriate calculations, deduct and retain the transaction fee, and pay You the Net Amount as indicated above.

Marketing Programs include, but are not limited to, Company’s Deals Program and Marketing Boost Program. You acknowledge that the amounts paid for Marketing Programs are not fixed, and the Company has the sole discretion to determine those amounts and which Courses to offer as part of Marketing Programs. Further, the Company does not guarantee any minimum level of success in connection with any Marketing Programs, and its selection of Courses to include is not an endorsement of those Courses, or of You. As part of Your participation in Marketing Programs, You give Us permission to share Your Course, and information about You and the Course with Best Awaken Media employees and selected partners, for which you will not receive compensation. If You do not wish to participate in Marketing Programs, log into Your account and opt out of them.

Users are entitled to refunds pursuant to Our general Terms of Service and You agree that Company may deduct such refunds from subsequent amounts owed to You. Company will issue remit to You any amounts remaining after the foregoing deductions and adjustments, in US dollars, via check or PayPal. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course was received. You are responsible for providing Company with all identifying and tax information necessary for the payment of amounts due.

Taxes

European Union

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax (“VAT”), under applicable law, Best Awaken Media will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Best Awaken Media may at its own discretion increase the Sale Price where Best Awaken Media is of the view that VAT may be due and Best Awaken Media will have a liability to account for such. You will indemnify and hold Best Awaken Media harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

All other countries

For sales of any of Courses or Submitted Content in countries other than the European Union, You are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location). Best Awaken Media is unable to provide you with tax advice and You should consult your own tax advisor.

Best Awaken Media Optional Marketing Program(s) for Paid Courses
1. Best Awaken Media Deals Program: Targeted Price Testing to Drive Sales of Your Course(s)

The “Best Awaken Media Deals Program” is the Best Awaken Media Marketing Program that utilizes highly segmented discounting via email and other channels designed to price test and find the optimal price for Your Course(s). Typical deals offered under the Best Awaken Media Deals Program include both Percentage Promotions (e.g., 50% off) as well as Fixed-Price Promotions (e.g., $10, $19 or $29 deals).

Best Awaken Media Deals Programs Terms & Conditions:

Best Awaken Media Deals Program offers may be promoted Products the Site, or third party websites. Best Awaken Media Deals Program offers are typically available for less than a month, but You acknowledge that the actual duration and amount discounted may vary.

Best Awaken Media Deals Programs come in two primary formats:

Percentage Promotions: By participating in Percentage Promotions, You agree that We may offer Your Course(s) in limited time deals and price tests for a discount of up to and including 75% off the Base Price.
Fixed-Price Promotions: By participating in Fixed-Price Promotions, You agree that We may offer Your Course(s) in limited time deals and price tests for a Sale Price that will be less than the Base Price, but will not fall below $10. Unlike Percentage Promotions, the Sale Price may represent a discount exceeding 75% depending on the applicable Base Price.
By participating in the Best Awaken Media Deals Program, You acknowledge that Your revenue share may vary, but will be 50% of Net Amount in most cases.

2. Best Awaken Media Marketing Boost Program: A Multi-Channel Marketing Program to Drive Sales of Your Course

Best Awaken Media has a network of tens of thousands of partner sites (“Affiliates”) and established relationships with third-party deal sites (“Deal Partners,” and with Affiliates, “External Partners”). We also have an entire team dedicated to using advanced digital marketing tactics (such as paid advertising) that spends hundreds of thousands of dollars marketing instructor courses each month! The “Best Awaken Media Marketing Boost Program” is the Best Awaken Media Marketing Program that promotes Courses through Affiliates and Deal Partners.

There is no upfront cost to put this full-scale marketing attack to work selling Your Course(s), and it’s a terrific way to increase exposure and sales.

Best Awaken Media Marketing Boost Program Terms & Conditions:

When an External Partner promotes Your Course, a portion of the fee for each Student that the External Partner refers to Your Course will be paid to the External Partner.

When Best Awaken Media, at its option, purchases and places advertisements for Your Course on third party websites, and tracks the resulting sales through appropriate means (including, but not limited to, tracking pixels, cookies and the like) (“Paid Advertising”), there will be fees associated with such activities.

By participating in the Best Awaken Media Marketing Boost Program, You agree that Best Awaken Media: (i) may employ External Partners and Paid Advertising to promote Your Courses; and (ii) may deduct External Partner fees or Paid Advertising fees before calculating the amount remitted to you. You acknowledge that Your revenue share may vary, but will be 25% of Net Amount in most cases.

3. Best Awaken Media For Business Content Subscription: An Opportunity to Join a Select Group of Courses Offered to Best Awaken Media’s Corporate Customers

Best Awaken Media is pleased to invite You to join its “Content Subscription Program,” in which select Courses are offered in a bundled monthly subscription offering to Best Awaken Media’s corporate or enterprise customers (“Enterprise Customers”). Although not all of Your Course(s) will be included in the Content Subscription Program, the Content Subscription Program is a terrific way to be a part of Best Awaken Media’s growing business-to-business offering and generate incremental revenue.

Content Subscription Program Terms & Conditions:

By participating in the Content Subscription Program, You agree to make all of Your Course (s) eligible for inclusion in the Content Subscription Program offerings. Best Awaken Media may elect which of Your Courses to include in the specific Content Subscription Program for an Enterprise Customer, and may change the selection of Courses in each Content Subscription Program from time to time, in its sole discretion, in response to the needs and requests of Enterprise Customers. The Sale Price for Courses included in the Content Subscription Program are at Company’s discretion.

You may elect to terminate Your participation in the Content Subscription Program at any time. Best Awaken Media will cease to offer Your Course(s) as a part of the Content Subscription Program within 60 days of termination. Thereafter, Your Course(s) will no longer be offered to new Enterprise Customers as part of the Content Subscription Program, but any Enterprise Customer which purchased a Content Subscription Program while Your Course(s) were included will continue to be able to access and enroll in those Course(s) for as long as they remain a paying Enterprise Customer.

You will earn fees for all enrollments in Your Course(s) offered through the Content Subscription Program. These fees will be calculated as follows:

Each month, Best Awaken Media will calculate the Net Amount from all Enterprise Customers attributed to the Content Subscription Program (“Total Amount”).
Best Awaken Media will track the total number of whole minutes when all Students in a Content Subscription Program are viewing any Course (“Aggregate Minutes”), and the percentage of the Aggregate Minutes that Your Course(s) are viewed (“Your Percentage”).
Your fee for Your Course(s) offered in that Content Subscription Program will be 50% of Your Percentage of the Total Amount for that Content Subscription Program.
Any fees under the Content Subscription Program will be paid according to the standard payment terms.

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