Last revised August 9, 2022
BOBO PR INC, a Texas corporation LLC doing business as Explosive Growth Consulting (the "Company"), provides business coaching and consulting services, especially with respect to branding, positioning, selling, and marketing. These services may be ordered by customers through the Company’s website at https://www.breakthroughpositioning.com, including other pages using the breakthroughpositioning.com domain (collectively, the "Website"), or through any other order forms the Company might make available on one or more occasions (“Order Forms”).
These terms of service are an agreement between the Company and each person, whether an individual or an entity acting through an authorized representative, who orders one or more services through the Website or an Order Form (“you”). Among other rights and obligations of the parties, these terms of service govern your access to, your use of, and the Company’s provision of any services you order (“Our Relationship”). THESE TERMS OF SERVICE WILL BE EFFECTIVE AS A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY DURING THE DURATION OF OUR RELATIONSHIP.
PLEASE CAREFULLY READ THESE TERMS OF SERVICE BEFORE SUBMITTING AN ORDER. UNDER THESE TERMS OF USE, YOU ARE GIVING UP IMPORTANT RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL.
By submitting an order for one or more services through the Website or an Order Form, you offer to purchase those services from the Company subject to these terms of service and the terms of the order.
Your order will become effective as an offer when it is submitted by you and received by the Company at its office. You may cancel the offer any time before the Company accepts it. To cancel your order, you must give the Company written notice that you want to cancel the order.
The Company is not required to accept your order. Our Relationship will begin on the day the Company accepts your offer ("Effective Date") by either (a) notifying you (other than by an automatic order confirmation) that the Company has accepted your order, or (b) performing under these terms of service for more than 5 days, with such acceptance being deemed to occur the day the Company first began to perform with respect to your order.
If you make one or more payments to the Company with respect to an order and either you cancel that order or the Company rejects that order, the Company will refund you the full amount of those payments. IF THE COMPANY ACCEPTS YOUR ORDER, YOU WILL NOT BE ENTITLED TO ANY REFUND unless section 10 (titled "No Refunds or Early Terminations”) or your order provides you may receive a refund.
If the Company accepts your order, the Company shall provide you each service you included in that order (each a “Ordered Service”) in accordance with the descriptions and specifications stated in the order for each such Ordered Service (“Service Descriptions”).
The Company will be deemed to provide each Ordered Service to you by, to the extent applicable to each Ordered Service:
(a) providing you with reasonable access to all meetings, calls, sessions, retreats, and other events that (1) the Service Descriptions state the Company will provide you access to as part of that Ordered Service or (2) the Company provides its clients access to in the ordinary course of business as part of that Ordered Service (collectively, “Events”);
(b) ensuring one or more coaches, consultants, advisors, instructors, concierges, analysts, assistants, customer support specialists, or other service providers employed or contracted by the Company to provide services on behalf of the Company ("Team Members") timely host, appear for, and participate in all scheduled Events in accordance with the Service Descriptions for that Ordered Service;
(c) providing you reasonable access to all Facebook groups, Clubhouse rooms, Discord servers, Zoom meetings, Google Hangouts, message boards, and other interactive forums that Service Descriptions state the Company provides as part of that Ordered Service or that the Company provides to its clients as part of that Ordered Service in the ordinary course of business (collectively, “Forums”);
(d) providing you reasonable access to all documents, audio and video recordings, social media posts, sample forms, webpages, and other digital content that the Service Descriptions state are provided by the Company, or that the Company provides in the ordinary course of business to its clients, as part of that Ordered Service (“Content”); and
(e) providing you substantially all other deliverables, if any, in accordance with the Service Descriptions for that Ordered Service.
Subject to the terms in your order, the access to Events, Forums, Content that the Company grants you under these terms of service is limited to –
(f) only you (or if you are entity, your primary contact designated in the order or later notice to the Company (“Primary Contact”)), and
(g) the duration of the Ordered Service stated in the Service Descriptions.
When Our Relationship ends with respect to an Ordered Service, you will lose access to the Events, Forums, and Content the Company provides as part of that Ordered Service.
You shall only use each Ordered Service in accordance with that service’s respective purpose stated in the Service Descriptions (each a “Purpose”).
The price for the Ordered Service is the amount stated in your shopping cart at time of check out, unless stated otherwise in the order. Payment is due at the time stated in the order.
You may pay for the Ordered Service in multiple installments if the Company provides you an option to do so at checkout and your order provides for payment by installments. In that case, the number, timing, and amounts of the installments will be as stated on the order form at time of checkout. Unless the order form provides otherwise, the first payment will be due no later than the Effective Date (as defined in the Terms of Service) and each subsequent payment will be due the same day as the Effective Date each month thereafter. If, when ordering, you initially select to pay in installments, and you pay the full price of the Ordered Service no later than the 14th day after the Effective Date, you will receive the same discount for paying in full as you would have received if you chose to pay in full when placing your order.
You shall promptly pay the Company all amounts owed to the Company in accordance with the terms of the order, including the price stated in Service Descriptions for each Ordered Service (subject to applicable discounts), any late fees, and any licensing fee as provided in the order or these terms of service.
When Our Relationship ends, you remain obligated to promptly pay the Company until the full price of the Ordered Services has been paid. Your payment obligations under these terms of service do not depend on Our Relationship remaining in effect, or you maintaining access to Events, Forums, or Content. For example, if Our Relationship ends early after a material breach by you, or if the Company removes you from one or more Events or Forums for violating the Company’s Community Standards (defined in this section 3 under the heading “Complying with Community Standards”), you remain responsible to pay the Company for the full price of each Ordered Service as if Our Relationship did not end early or you were never removed.
Any failure of you to pay the Company within 21 days of the applicable pay-by date will be a material breach of these terms of service.
An action by you will be a material breach of these terms of service if it causes or is intended to cause a bank, credit card issuer, payment processor, or similar financial service to rescind, reverse, withhold, or charge back one or more payments that the Company or a payment processor acting on the Company's behalf charged in accordance with these terms of service.
The Company will provide you invoices for any Ordered Services that are billed on an hourly basis. The invoices will state the number of billable hours worked, the nature of the work performed, any billable expenses or other fees being charged to you, and total amount you owe the Company for the period covered by the invoice. If you dispute an amount the Company bills in the invoice, you shall promptly pay the Company the amount that you in good faith does not dispute, and promptly notify the Company of the reasons for disputing the amount billed. The parties shall then promptly negotiate in good faith regarding the amount in dispute.
When participating in Events and Forums, you must comply with the Company's community standards, which are available at https://www.breakthroughpositioning.com/pages/community-standards ("Community Standards"). If you violate a provision of the Community Standards, the Company may deny you access to Events and Forums until you take reasonable steps to remedy the violation and provide the Company with reasonable assurance that you will not repeat such violation.
The Company may amend the Community Standards on one or more occasions in accordance with section 5 (titled “Changes to These Terms of Service”).
You shall not share with anyone your log-in information for accessing the Events, Forums, or Content, and shall not otherwise grant anyone access to the Events, Forums, or Content.
A violation of this section titled “No Sharing Access” will be a material breach of these terms of service.
You shall not make any audio recording, video recording, picture, or image or other recording of any Event. Any recordings of Events shall be exclusively made and provided by or on behalf of the Company.
If your contact information or billing information changes at any time during Our Relationship, you must provide the updated information to the Company within 14 days of any such change.
Payment Authorization
If an Ordered Service is eligible at checkout for payment by credit or debit card, PayPal, or other form of electronic payment ("Electronic Payment"), and you chose to pay for that Ordered Service by Electronic Payment, you hereby authorize the Company to charge the credit card or other form of Electronic Payment that you provide to the Company or its payment processor. The Company and its payment processor (a) may keep the card or other Electronic Payment information on file and (b) may, without prior notification, automatically charge you in accordance with the schedule stated in this order or otherwise at checkout unless the date or amount changes, in which case you will receive notice 10 days in advance of the change. You must provide a back-up form of payment if the first form of Electronic Payment does not process or declines. Your refusal to authorize any form of payment or your dispute of an Electronic Payment properly processed under these terms of service will be a material breach of the Terms of Service.
Discounts and Special Promotions
Your order for an Ordered Service will be subject, at your election, to the terms of any discounts or special promotions stated in a document issued by the Company this is in effect by its own terms as of the day you submit your order for the Ordered Services.
Late Fees
You shall pay the Company a $50.00 late fee for each payment you fail to pay the Company in full within 7 days of the applicable pay-by date. You acknowledge that the late fee is fair compensation to the Company for the increased administrative costs and other hardship a late payment may cause to the Company.
The Company may, on one or more occasions, reschedule any Event by providing you with a notice of the new date and time at least 24 hours before the Event was otherwise scheduled to occur, or as soon as practical if the Company is affected by an emergency.
You may, on one or more occasions, request that the Company reschedule a one-on-one Event by providing the Company and the impacted Team Member with a notice containing your request at least 24 hours before the Event was otherwise scheduled to occur, or as soon as practical if you are affected by an emergency. Within a reasonable time of receiving such a request from you, the Company will coordinate with you to reschedule the one-on-one event.
If you fail to attend a one-on-one Event within 15 minutes of the scheduled time and did not request to reschedule in accordance with this section 5, the Company will not be obligated to reschedule that Event and will be deemed to have fulfilled its obligations for that Event.
Group Events, such as Events that can be joined by more than one of the Company's customers or the public in general, will be held at the times determined by the Company. The Company will not replace or reschedule any group Event that you fail to attend.
The Company may amend these terms of service on one or more occasions. All amendments will be effective immediately when the Company publishes on the Website the amended terms of use and notifies you of the amended terms by email or other permitted form of notice. The amendments will become effective regardless of whether you acknowledge receipt of such notice. The amendments will apply to Our Relationship after they take effect, but any amendment to section 19 (titled “Dispute Resolution”) will not apply to any Dispute (defined below) existing before you were notified of that amendment.
These terms of service will become effective as an agreement between you and the Company when Our Relationship begins. These terms of service will cease to be effective as an agreement between you and Company when Our Relationship ends.
Our Relationship will end when the Company has fulfilled its obligations to provide you the Ordered Services, unless Our Relationship ends early under the other provisions of this section 7 or under section 9 (titled “Material Breach”).
Our Relationship will end early at 11:59 P.M. (the Company's time) on the day that either party becomes the subject of a petition in bankruptcy or any other proceeding relating to (1) that party's insolvency, receivership, or liquidation, or (2) assignment for the benefit of that party's creditors.
Unless the terms of the order say otherwise, Our Relationship with respect to an Ordered Service will not automatically renew. At the end of Our Relationship, you may submit a new order. Any new order you submit to the Company might be subject to different terms of service and our availability of services existing at the time of that order.
If either party commits a material breach of its obligations under these terms of service, the other party may end Our Relationship early by giving the breaching party at least 14 days’ prior notice of the breach and the date Our Relationship will end, except that any such notice will not end Our Relationship if the breaching party cures that breach before the 14-day period elapses.
The Company may end Our Relationship immediately upon notice to you if the Company determines that you committed a material breach of the Community Standards. Conduct will be deemed a material breach of the Community Standards if it, for example, (1) involves harassment or unlawful discrimination; (2) causes, threatens, or encourages injury; (3) is hateful, demeaning, or disparaging; (4) is likely to cause emotional distress, anxiety, or fear; (5) is disruptive or offensive; (6) is fraudulent, deceptive, or intentionally misleading; or (7) is unlawful or violates the legal rights of others.
You are not entitled to any refund and are not entitled to end Our Relationship early.
These terms of service are a commitment by both parties for the duration of Our Relationship stated in the Service Descriptions. You understand and acknowledge that there are at least three important reasons why these terms of service do not provide for refunds or permit you to end Our Relationship early:
(a) You will likely face difficulties, hardship, and other challenges in pursuing your goals and desired outcomes from the Ordered Services. Strict enforcement of the no-refunds-and-no-early-exit provision will help motivate you to endure and push through these challenges, thus improving your chances of achieving your goals and desired outcomes. This is why this type of provision is common in coaching agreements.
(b) Because of Our Relationship, the Company must ensure it has adequate time, resources, and workers allocated to fulfill the Company's obligations under these terms of service. In reliance on your promises under these terms of service (including in each of your orders), the Company will likely take numerous strategic actions, including making purchases, hiring workers, and making other long-term commitments. Your enrollment in a service provided by the Company might also prevent the Company from filling that seat with another potential client or otherwise provide services to someone else.
(c) For any Ordered Service that includes access to Content, a substantial portion of the price of the Ordered Service covers the licensing fee for the Content. The Company has committed substantial time, money, and resources to developing the Content, and by them shares valuable proprietary information belonging to the Company. The Ordered Service delivers substantial immediate value by giving you immediate access to the Content and permission to use the Content in accordance with these terms of service.
You acknowledge that the Company owns or obtained the rights to use all copyrights, trademarks, trade secrets, and know-how in the Content (collectively, "Intellectual Property").
The following license applies to the extent each Ordered Service includes access to or provision of Content. In exchange for your payment of the applicable licensing fee required in the order for each the Ordered Service, the Company hereby grants you a non-exclusive, worldwide, one-year (subject to revocation as provided in this section 11 under the heading “Revocation of License”), nontransferable, non-sublicensable license to use each Order Service’s Content as permitted in this section 11 under the heading “Permitted Use” ("License").
You are permitted under the License to use all Content included in each Ordered Service as follows: to watch, play, read, listen to the Content as necessary for you to receive, use and benefit from an Ordered Service in accordance with that service’s respective Purpose.
You shall not use the Content or other Intellectual Property except as permitted in this section 11 under the heading “Permitted Use” or as would be fair use under applicable law. For example, you shall not –
(a) download, store (other than as your browser will automatically store in your cache), publicly perform, broadcast, display, distribute, sell, give away, offer to sell, or offer to give away any Content, Intellectual Property, or derivative work made from any Content or Intellectual Property;
(b) brand or mark a product or service of anyone (except of the Company) with any Intellectual Property;
(c) brand, mark, or identify any Content with the trademarks of anyone other than the Company; or
(d) otherwise use any Content inconsistently with the Purpose of the Ordered Services.
The Company may, upon notice to you, revoke one or more Licenses if Our Relationship ends early under section 9 (titled “Material Breach”) because of a material breach by you.
Within 30 days of receiving notice of a License's revocation, you shall: destroy all copies of the Content within your possession, access or control and refrain from using the Content.
Upon revocation of a License, the Company may require you to provide the Company with a notarized statement signed under penalty of perjury stating that you have deleted all Content from all devices and storage systems you possess, access, or control; that you will not further use any of the Content; and that you acknowledge you must pay the Company applicable Licensing Fees if you use any of the Content.
For each Ordered Service that includes a License to use Content, you shall pay the Company the licensing fee stated in your order.
You shall pay the Company an additional licensing fee for each person with whom you share a copy of or derivative work made from the Content, in whole or in part, unless such sharing is permitted in the License under the paragraph titled “Permitted Use”.
If the Company revokes a License in accordance with these terms of service, you will not be entitled to any refund of the licensing fee.
The provisions of this section 11 (titled “Intellectual Property”) will remain in effect after Our Relationship ends.
The parties acknowledge that, as part of Our Relationship, you might disclose Confidential Information to the Company (including its Team Members) on one or more occasions. In these terms of service, “Confidential Information” means your customer lists, business plans, goals, self-assessments, trade secrets, product ideas, and any other technical, operational, financial, or economic information about you that you share with the Company on a one-on-one basis in connection with receiving or using the Ordered Services. Confidential Information does not include information that is already public when you disclose it to the Company or becomes public, at no fault of the Company, after you disclose it to the Company. Any information that you share in Forums or during Events attended by the public or other customers of the Company will be deemed public.
The Company shall, during Our Relationship and for the 5 years after Our Relationship ends, take precautions to prevent disclosure or use of Confidential Information other than as authorized in these terms of service. Those precautions will be at least as effective as a reasonable person in the position of the Company. Subject to those precautions, the Company may share Confidential Information with any of its Team Members, employees, contractors, owners, officers, managers, agents, representatives, professional advisors, legal counsel, or wholly owned subsidiaries (collectively, "Affiliates").
The Company shall promptly notify you if it receives a subpoena, court order, or similar mandate compelling disclosure of the Confidential Information, and shall reasonably cooperate with you in opposing such disclosure. You shall indemnify the Company and its Affiliates against all Indemnifiable Losses arising out of any investigation, negotiation, or proceeding in which any such indemnitee opposes disclosure of your Confidential Information (collectively, "Proceeding"). In these terms of service, "Indemnifiable Losses" means any out-of-pocket expense incurred in opposing disclosure of Confidential Information in a Proceeding, including court filing fees, court costs, arbitration fees, witness fees, attorneys’ fees, and other professionals’ fees and disbursements. The provisions of this paragraph (titled “Indemnification of the Company if Disclosure is Compelled”) will remain in effect after Our Relationship ends.
You acknowledge that the Company records many of its Events, and as a result, you and your participation might be recorded by the Company. You also acknowledge that the Company might, on one or more occasions, ask you to provide testimonies. You are not obligated to provide any testimony.
You hereby irrevocably consent to the Company's use in perpetuity, worldwide, royalty-free, of:
(a) your image, likeness, voice (if applicable), and first name, together with your positive statements about the Company, the Ordered Services and your progress that you share (1) on the Forums, (2) during Events, or (3) directly to the Company (including to any Team Members) (collectively, “Testimonial”); and
(b) your name, image, likeness, voice, and statements to the extent contained in any recordings (including videos, audio recordings, pictures, and transcripts) of Events attended by the public or other customers of the Company (collectively, "Appearances").
The Company may use, copy, exhibit, publish, and distribute the Testimonial and Appearances, in whole or in part, in print, television, radio, film, digital media (including the internet, social media, websites, and apps), and in all other media now or later known for advertising, marketing, publicity, or training purposes or for use as part of any current or future product or service of the Company. The Company will be under no obligation to actually use the Testimonial or Appearances, and may use the Testimonial and Appearances either with or without your name.
The Company shall take reasonable precautions to not, without your prior consent, use any Testimonial to the extent it contains Confidential Information.
You waive the right to inspect or approve any use by the Company of the Testimonial or Appearance.
The provisions of this section 13 will remain in effect after Our Relationship ends.
In these terms of service, “Circumstance Beyond Control” means, as to a party, (a) an event or circumstance (whether foreseeable or unforeseeable) that was not caused by that party, or (b) any consequence of such an event or circumstance. Despite the forgoing definition, a Circumstance Beyond Control does not include an event or circumstance that results in that party not having enough funds to comply with an obligation to pay money.
If a Circumstance Beyond Control prevents a party from complying with one or more obligations under these terms of service, that inability to comply will not be a breach of these terms of service if that party (a) uses reasonable efforts to perform those obligations; (b) promptly notifies the other party of the occurrence of that Circumstances Beyond Control, its effect on performance, and how long the noncomplying party expects it to last; (c) updates that information as reasonably necessary; (d) promptly provides the other party, if that other party requests, evidence reasonably confirming the existence of the Circumstance Beyond Control; and (e) uses reasonable efforts to resume its performance under these terms of service.
The parties intend that their relationship under these terms of service is that of independent contractors, and do not intend to create or imply an employment, agency, partnership, or joint venture relationship between the parties or between one party and the other party's employees, representatives, or other affiliates. Neither party may contract, incur liability, make statements, or otherwise act on behalf of the other party. Each party is responsible to pay the salaries (including withholding of income taxes and social security) and employment benefits (including worker's compensation) of that party's employees and contractors.
A notice or other communication under these terms of service will be effective if it is in writing, properly sent to the receiving party, and received by that party.
A notice will be deemed properly sent if it is addressed or transmitted to the receiving party as follows:
(a) if the receiving party is the Company, by email to [email protected];
(b) if you are the receiving party, to the phone number, email address, mailing address, or other means of contact submitted with your order for one or more Ordered Services;
(c) to any other phone number, email address, mailing address, or other means of contact that the receiving party states in a notice may be used for sending notice to that receiving party.
A notice will be deemed to have been received as follows:
(a) if it is by email, text message, or other electronic communication, when the receiving party acknowledges by a notice (other than by read receipt or an automatic reply) that the party received the initial notice, but the initial sending party does not need to acknowledge the receiving party’s acknowledgment;
(b) if it is by mail, four days after notice was sent, or two days after notice was sent if sent by certified mail;
(c) if it is by email sent using RPost and the sending party received with respect to that email an RPost “Registered Receipt” stating a delivery status as high as at least “delivered to mail server,” when the intended recipient’s authorized email-collecting agent accepts that email; or
(d) if the intended receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in email address, phone number, and other electronic means of communicating with the recipient for which no notice was given, then upon that rejection, refusal, or inability to deliver.
If a notice addressed to a party is received after 5:00 p.m. on a business day at the location of that party, or on a day that is not a business day at the location of that party, then the notice will be deemed to have been received at 9:00 a.m. on the next business day.
You acknowledge the Company provides the Ordered Services only in the role as a coach, mentor, or consultant experienced in helping clients devise and implement positive, sustainable practices, policies, procedures, and strategies. The Company will not act as a lawyer, certified public accountant, certified financial advisor, or other professional licensed by the State of Texas or any other state (collectively, "Professionals"). You acknowledge that any advice given by the Company will not take the place of (but rather is intended to be complimentary to) the legal, accounting, tax, financial, or relational advice and other services provided by those licensed Professionals. You acknowledge that the Ordered Services are only for informational purposes, and that you must seek out the services of qualified Professionals to obtain professional advice, professional judgments, and other professional services by licensed Professionals that take into account and are tailored to your unique circumstances. You are responsible to seek the advice, and other services from Professionals before acting upon any Ordered Services, and to retain and regularly consult with Professionals.
WHILE THE COMPANY WILL EXERCISE REASONABLE EFFORTS TO PROVIDE THE ORDERED SERVICES, THE COMPANY MAKES NO GUARANTEES, PROMISES, OR PROJECTIONS ABOUT ANY OUTCOME FROM THE ORDERED SERVICES.
WHILE THE COMPANY WILL USE REASONABLE EFFORTS TO FURNISH ACCURATE AND UP-TO-DATE INFORMATION, THE COMPANY DOES NOT PROMISE THAT ANY INFORMATION IT PROVIDES IN CONNECTION WITH THE ORDERED SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
ALL ORDERED SERVICES ARE PROVIDED BY THE COMPANY "AS IS." THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS STATED IN THESE TERMS OF SERVICE.
NEITHER PARTY WILL BE LIABLE FOR BREACH OF CONTRACT DAMAGES THAT THE BREACHING PARTY COULD NOT REASONABLY HAVE FORESEEN AT THE TIME OF THE BREACH.
THE COMPANY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OF SERVICE, THE ORDERED SERVICES, AND THE CONFIDENTIAL INFORMATION WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO THE COMPANY UNDER THESE TERMS OF SERVICE. THIS LIMITATION OF LIABILITY WILL NOT APPLY TO LIABILITY ARISING FROM: (1) THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (2) DEATH, BODILY INJURY, OR INJURY TO PROPERTY CAUSED BY COMPANY.
NO PROVISION IN THESE TERMS OF SERVICE WILL EXCLUDE OR LIMIT THE COMPANY'S LIABILITY TO THE EXTENT THE EXCLUSION OR LIMITATION OF LIABILITY WOULD VIOLATE APPLICABLE LAW.
If any dispute arising out of these terms of service, the Ordered Services, the Content, any order you submit for Ordered Services, or Confidential Information ("Dispute") cannot be resolved through negotiation, the parties shall discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other dispute resolution procedure.
Subject to the other provisions of this section 19, as the exclusive means of initiating adversarial proceedings to resolve any Dispute, a party may demand that the Dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and each party hereby consents to any such Dispute being so resolved. The arbitration will occur on an individual basis before a panel of one arbitrator sitting in Collin County, Texas. Judgment on any award rendered in any such arbitration will be binding and may be entered in any court having jurisdiction.
A party may seek from a court having jurisdiction any temporary remedy or emergency relief that may be necessary to protect any rights or property of such party pending the establishment of the arbitral tribunal or its determination of the merits of the Dispute.
Either party may file a breach-of-contract claim arising out of these terms of service in small-claims court rather than submitting that claim to binding arbitration. Any small-claims court proceeding for such a breach-of-contract claim must be initiated in a court located in Collin County, Texas.
Either party may file a copyright claim arising out of these terms of service, the Content, the Intellectual Property, or the Confidential Information with the Copyright Claims Board of the U.S. Copyright Office rather than submitting that claim to binding arbitration.
Any proceeding brought under this provision titled “Small-Claims Exceptions” will be limited solely to the individual dispute between you and the Company.
The prevailing party of an adversarial proceeding initiated to resolve any Dispute will be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, judgment collection, and other litigation expenses from the other party.
Your use of the Website will, in addition to these terms of service, be governed by the Company’s Website terms of use, available at https://www.breakthroughpositioning.com/pages/website-terms, and the Company’s privacy policy, available at https://www.breakthroughpositioning.com/pages/privacy-policy (collectively, "Website Terms") posted on the website, including any later amendments to the Website Terms.
Your participation in the Company’s Forums (including any Facebook groups and Zoom meetings is subject to the terms and conditions set forth by Meta Platforms, Inc., Zoom Video Communications, Inc., and any other the company that provides a platform on which the Forums are hosted (the "Platforms"). You acknowledge that the Company is in no way affiliated with the Platforms. You agree the Company will not be liable to you for any losses, expenses or other harm resulting from any action or inaction taken by any Platform.
Texas law, without giving effect to its choice of law principles, governs these terms of service and all adversarial proceedings arising out of these terms of service, any order you submit for Ordered Services, the Confidential Information, the Content, or the Order Services.
You shall not, without the Company‘s prior written consent, transfer to any other person any discretion granted under, right to satisfy a condition under, remedy under, or obligation imposed under these terms of service. Any attempted transfer violating this paragraph (titled “Assignment”) will be deemed void.
To be effective, any waiver of satisfaction of a condition or nonperformance of an obligation under these terms of service must be in writing and signed by an authorized representative of the party granting the waiver. A party’s waiver on one occasion will not operate as a waiver of satisfaction of a condition or nonperformance of an obligation on other occasions.
If a Dispute arises and the tribunal holds one or more provisions of these terms of service are unenforceable, the parties want the tribunal to order as follows:
(a) that each such unenforceable provision will be modified to the minimal extent necessary to make it enforceable or, if that modification is not permitted by law, each such provision will be disregarded;
(b) that any such unenforceable provision will remain in effect as written in any circumstances except those in which the provision is held to be unenforceable; and
(c) that the remainder of these terms of service will remain in effect as written by the parties.
To the extent a tribunal determines that a provision in these terms of service is unenforceable, the parties shall negotiate in good faith to modify these terms of service in accordance with the original intent of the parties so that the transactions contemplated in these terms of service will be accomplished as originally contemplated to the greatest extent possible.
The parties want this agreement to be interpreted in accordance with A Manual of Style for Contract Drafting, Fourth Edition.
If a Dispute arises, the parties want the tribunal to disregard section headings in these terms of service when interpreting these terms of service and not use such headings to determine the intent of the parties.
The following documents comprise part of these terms of service:
These terms of service (including the documents listed above) constitute the entire understanding between the parties regarding the Ordered Services, the Content, or Confidential Information, and other subject matter of the terms of service.
The parties want any inconsistency between the documents comprising these terms of service to be resolved as follows, with the terms of a document listed below superseding the inconsistent terms of each document listed after it: (a) each order for one or more Ordered Services; (b) this document titled “Terms of Service”; (c) the Website Terms; and (d) the Community Standards. (For example, the terms in each of your orders supersede inconsistent terms in all other documents comprising these terms of service, and the Community Standards are superseded to the extent its terms are inconsistent with the terms of any of the other documents comprising these terms of service.)
The parties intend that an electronic signature of a party will authenticate a document expressing agreement to these terms of service and will have the same effect as a handwritten signature. "Electronic signature" means any electronic sound, symbol, or process a party adopts and logically associates with this agreement with the intent to sign it. Such a process includes, for example, the process of checking a box to acknowledge agreement to these terms of service and submitting an order form.
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