MEMBERSHIP AGREEMENT

This Membership Agreement ("Agreement") is between Institute For Empowerment LLC (“Company”, “We”, “Our”) and any User ("You" or "Your") of Company’s Membership.

BY USING ANY PORTION OF COMPANY’S MEMBERSHIP, YOU ARE SIGNIFYING YOUR ASSENT TO THIS AGREEMENT.

You agree as follows:

1. Definitions. “Company Website” shall mean the internet site owned by Company and all subpages. "Membership" shall mean the membership program that Company is making available to You, including but not limited to any related explanatory written materials; login information; training materials; quizzes and exams; user guides; audio and visual portions of the Membership; and modified versions, updates, additions, derivative works, and copies of any portion of the Membership. “Intellectual Property” means any (i) rights associated with works of authorship, including copyrights, moral rights, neighboring rights, and derivative works, (ii) trademark, service marks, and trade name rights, (iii) trade secret rights, (iv) patents, design rights, and industrial property rights, and (v) all other intellectual property rights (of every kinds and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, renewals, extensions, continuations, divisions and reissues thereof. “User” shall mean any person that accesses or uses any portion of the Membership.

 

2. License. In accordance with the terms herein, Company grants to You, and You accept from Company, a non-exclusive and non-transferable license (the "License") to use the current version of Membership solely through the Company’s Website or Company designated location. You agree to use and access the Membership solely for Your own personal educational purposes. You agree not to share your login information or allow others to access the Membership using your account. You may not redistribute or share any downloadable content or materials provided through the Membership. The Membership, including all Intellectual Property to any portion of it, is owned solely and exclusively by Company. You agree to secure and protect the Membership in a manner consistent with the maintenance of Company’s rights. This clause shall survive any termination of the Agreement.

 

3. Membership Terms.
   (a) Membership Overview. Institute For Empowerment LLC offers an automatic membership (“Membership”) that provides monthly group calls, quarterly challenges, guided meditations, and a variety of personal development tools and resources. Your payment method will be charged the applicable membership rate (“Membership Rate”) at the time of your enrollment and on the same date each month thereafter, unless otherwise stated. Membership Rates may vary based on promotions, discounts, or special offers, and any changes to your Membership Rate will be communicated to you in advance.

(b) Confidentiality. By participating in the Membership, you agree to maintain the confidentiality of all private discussions, group calls, and shared content. You may not disclose, share, or distribute information from these sessions, whether written, recorded, or verbal, without prior written consent from the Company and all participating members.

You agree that:

1. You may not disclose, share, copy, or distribute any information from these sessions, whether written, recorded, or verbal, without prior written consent from the Company and, where applicable, all participating members.
2. Proprietary materials provided by the Company, including but not limited to written guides, training materials, audio-visual content, and resources, are intended solely for your personal educational use. Redistribution or use of these materials for commercial purposes or public distribution is strictly prohibited.
3. Violation of this confidentiality clause may result in immediate termination of your Membership without refund and may subject you to legal action, including but not limited to claims for damages or injunctive relief.

The confidentiality obligations outlined in this Agreement shall survive the termination or expiration of your Membership and remain binding in perpetuity.

 

(c) Community Forum and Communication with Third Parties. From time to time, the Membership may include access to community forums or similar platforms where members can communicate and collaborate with one another. While the Company may provide these forums as part of the Membership, the Company does not monitor all communications and cannot be held liable for any interactions between members or with third parties.

You acknowledge and agree that:

1. Any communication, collaboration, or relationship formed with other members or third parties is solely your responsibility and discretion.
2. The Company is not liable for the actions, advice, or conduct of other members or third parties.
3. The Company will take reasonable measures to maintain a respectful and safe community environment; however, it is your responsibility to act with discretion and good judgment when interacting with others.

By participating in the community, you agree to follow the rules and guidelines provided by the Company. The Company reserves the right to remove members from the community forum for violations of these rules or for behavior that is deemed harmful or inappropriate.

 

4. Order Acceptance. You agree that your order is an offer to buy, under this Agreement, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders at our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Company and you will not take place unless and until you have received your order confirmation email. The Company reserves the right to terminate your Membership immediately, without refund, if you violate any of the terms outlined in this Agreement, including but not limited to misuse of content, unauthorized sharing of login credentials, or engaging in disruptive or harmful behavior within the Membership community. Such termination does not waive the Company’s right to seek further remedies for damages caused by your actions.

 

5. Prices and Payment Terms.
   (a) Pricing. All prices for the Membership are subject to change with prior notice to you. If the price of your recurring Membership increases, you will be notified via email at least thirty (30) days before the change takes effect. Price changes will apply to future billing cycles after the notice period and will not affect your current billing cycle. The Company is not responsible for pricing errors, typographical errors, or other inaccuracies in any offers and reserves the right to cancel any orders resulting from such errors.

(b) Payment Terms. Terms of payment are at our sole discretion and payment must be received by us before our acceptance of an order. You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment for the purchase, (iii) charges incurred by you will be honored by your payment institution, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

(c) Chargebacks. You agree not to initiate chargebacks or payment disputes with your credit card provider or payment platform without first contacting the Company to resolve the issue. In the event of a chargeback or payment dispute, the Company reserves the right to:

1. Terminate your access to the Membership.
2. Recover any outstanding balances owed, including additional fees incurred in recouping the payment (e.g., collection fees, attorney’s fees).
3. Report the incident to credit reporting agencies as a delinquent account, as permitted by law.
4. Automatic Renewal Terms. With respect to our memberships that are subject to automatic renewal, you agree that we may submit periodic charges (e.g. every month) to your chosen payment method without further authorization from you, until you provide prior notice that you wish to terminate this authorization or to change your payment method. You agree that such notice will not affect charges submitted before we reasonably could act. By purchasing a Membership, you agree and acknowledge that your membership has an initial and recurring payment charge at the membership rate and you accept responsibility for all recurring charges prior to cancellation. Your Membership will be automatically renewed for successive monthly periods and your payment method will automatically be charged for each successive monthly period at the then-current membership rate until you cancel your Membership renewal. You understand that failure to cancel according to the cancellation policies below will result in the nonrefundable renewal of your membership.

 

7. Cancellation Policy. All cancellations, payment method changes, and address changes must be made at least 3 days before your next billing date to be effective for the following billing cycle. For example, if your next billing date is June 15, you must submit your cancellation request by June 12 to avoid being charged for the next cycle.

If you cancel your membership, your membership remains valid for the remainder of the current month. No refunds will be given for unused memberships. Any non-renewal or cancellation of your membership will result in immediate removal of your membership access.

To change or cancel your membership, you may log on to your account and follow the cancellation procedures there, or (ii) send us a message at [email protected] and we will do it for you.

 

8. Restrictions On Use.

(a) General Restriction on Use. The use of the Membership is restricted. You may not do any of the following or aid anyone in such endeavor: (a) Sublicense, sell, lease, share, or rent the Membership or any products received as part of the Membership; (b) Decompile, disassemble, reverse engineer or attempt to derive the source code from or structure of the Membership; (c) Create a derivative work that is based on any portion of the Membership; (d) Rewrite any portion of the Membership or use any portion of the Membership in connection with creating any work that is similar in function, content or appearance to any portion of the Membership; (e) Remove any proprietary notice from the Membership; (f) Copy, reproduce, distribute, or in any way duplicate all or any part of the Membership; (g) Export or re-export the Membership or any portion; (h) Engage in, facilitate, or further any unlawful conduct; (i) Damage, disable, overburden, or impair any Company Website (or the networks connected to any Company Website) or interfere with anyone else's ability to access or use the Membership; and/or (j) Disrupt, or try to gain unauthorized access to: any computer, hardware, or network related to the Membership or the Company Website. This clause shall survive any termination of the Agreement. Violation of these terms, including unauthorized sharing of content or login credentials, may result in immediate termination of your Membership without a refund.

(b) Modalities and Techniques (California SB-577 Compliance).

The Company may incorporate a variety of alternative and complementary modalities into the Membership, including but not limited to Neuro-Linguistic Programming (NLP), TIME Techniques, Emotional Freedom Techniques (EFT), and hypnotherapy. These modalities are intended to support personal growth and self-improvement.

You understand and agree that:

1. The Company is not a licensed medical, psychological, or mental health professional and does not diagnose, treat, or prescribe for any medical or psychological conditions.
2. The services provided are complementary to healing arts services licensed by the state of California.
3. The Company’s services are not a substitute for professional medical or mental health care. If you are under the care of a licensed healthcare provider, you are encouraged to consult with them before participating in these services.
4. The use of hypnotherapy or any other modalities offered in the Membership is voluntary and for educational or self-improvement purposes only. These services include relaxation techniques, self-hypnosis training, and goal-setting exercises.
5. California Senate Bill SB-577 requires the following disclosures:
   • The services provided by the Company are not licensed by the state of California.
   • The services are complementary and intended to support personal growth, not to replace medical or psychological care.
   • You are encouraged to seek licensed professional care for any physical, mental, or emotional concerns.
6. The Company’s liability is limited to the amount paid for the Membership.

 

 

9. Non-Transferable License. The license issued under this Agreement may not be transferred or assigned without the prior written consent of Company.

 

10. Force Majeure. Company shall not be liable or responsible to User, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in performance when and to the extent such failure or delay is caused by or results from acts or circumstances beyond their reasonable control, including, without limitation, acts of God; fire; flood; natural disaster or emergency; hurricane; tornado; severe storm; earthquake; act of war, invasion or hostilities (whether war is declared or not); sabotage; explosions; government actions; terrorist threats or acts; revolution or insurrection; riot or civil unrest; epidemic or pandemic; lockouts, strikes or other labor disputes (whether or not relating to Company or Company’s workforce); interruption or failure of utility or telecommunications service (for example, Internet failures); or failure of suppliers, subcontractors, and carriers to substantially meet their performance obligations.

 

11. DISCLAIMER OF WARRANTIES

(a) Memberships and Content Disclaimer: THE MEMBERSHIP AND ALL CONTENT ARE AVAILABLE "AS IS." COMPANY DOES NOT WARRANT THAT THE MEMBERSHIP OR ANY CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE NEWS, INFORMATION, OR OTHER MATERIALS AVAILABLE THROUGH THE MEMBERSHIP OR ANY CONTENT.

WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THOSE OF NON- INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE WITH RESPECT TO THE MEMBERSHIP, OR ANY CONTENT OR ANY INFORMATION, GOODS, OR SERVICES THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE MEMBERSHIP.

WE DO NOT PROVIDE OR AUTHORIZE THE PROVISION OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE THROUGH THE MEMBERSHIP OR ANY CONTENT, AND SO WE DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL INFORMATION THAT IS CONTAINED WITHIN THE MEMBERSHIP OR ANY CONTENT. RATHER THAN RELYING ON THIS INFORMATION, YOU SHOULD SEEK ADVICE FROM A QUALIFIED PROFESSIONAL.

WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE MEMBERSHIP OR CONTENT. WE DO NOT GUARANTEE OR WARRANT THAT THE MEMBERSHIP, CONTENT, OR MATERIALS THAT MAY BE DOWNLOADED FROM THE FOREGOING DO NOT CONTAIN VIRUSES, WORMS, "TROJAN HORSES," OR OTHER DESTRUCTIVE MATERIALS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCT AND COMPLIMENTARY SHIPPING FEES, AT OUR SOLE DISCRETION.

NO PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

12. 
    Testimonials and Use of Client Materials. By enrolling in the Membership, you agree to grant [Institute For Empowerment LLC] (“Company”) permission to use your testimonials, success stories, feedback, and/or general statements of praise related to your experience with the Membership for marketing and promotional purposes. This includes but is not limited to:

• Written, audio, or video testimonials
• Public comments or praise via social media, including Instagram stories, Facebook posts, or posts within the Membership community.
• Direct messages or emails shared with the Company.

Company agrees to take reasonable steps to protect your privacy and confidentiality by blurring last names and removing personally identifiable information when sharing testimonials publicly. All confidentiality provisions in this Agreement apply except for the testimonials covered in this section.

Additionally, you grant the Company the right to record, use, and reproduce any visual or audio materials in which you may appear as part of your participation in the Membership (collectively, the "Materials"). This includes, but is not limited to, images, video recordings, or comments shared during group sessions, behind-the-scenes footage, and written feedback. You agree that:

1. Company may use, edit, and publish the Materials for purposes including, but not limited to, public relations, education, advertising, marketing, training, and research, in any medium, including television, radio, print media, and the internet.
2. The rights granted are perpetual, worldwide, royalty-free, sublicensable, and transferable.
3. You waive any right to compensation, royalties, or inspection of the Materials prior to use.

By agreeing to these Terms, you understand that the Company owns all rights to the Materials, including copyrights and trademarks associated with their use.

13.  Arbitration Agreement. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Membership, or any related services shall be resolved exclusively through binding arbitration, rather than in court, in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration service. Arbitration will take place in Orange County, California.

You understand and agree that:

1. By agreeing to arbitration, you waive your right to a jury trial or a court trial.
2. Arbitration shall be conducted by a neutral arbitrator in accordance with California law and the rules of the chosen arbitration service.
3. Each party shall bear its own costs associated with arbitration, except as otherwise required by California law. The Company will cover arbitration costs to the extent necessary to ensure the arbitration agreement is not cost-prohibitive for you.
4. This Arbitration Agreement does not limit or waive any statutory rights under California law.
5. Nothing in this Arbitration Agreement is intended to preclude you from seeking relief in small claims court for qualifying claims, as permitted by California law.

Arbitrator Selection: The Company shall have the right to select the arbitrator from a list provided by the AAA, JAMS, or another mutually agreed-upon arbitration service. You have the right to object to the selected arbitrator within five (5) business days of receiving notice of the arbitrator’s identity. If an objection is raised, the Company and You shall work together in good faith to select a mutually agreeable replacement arbitrator. If no agreement is reached, the arbitration service provider shall appoint the arbitrator to ensure neutrality and fairness.

Class Action Waiver: To the maximum extent permitted by law, you agree to resolve any disputes with the Company on an individual basis and waive your right to participate in a class action or class-wide arbitration.

 

14. Miscellaneous.

The following clauses shall survive any termination of the Agreement:

(a) LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(b) Venue; Governing Law. For any legal action regarding this Agreement, the exclusive venue shall lie in Orange County, CA. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law.

(c) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(d) Independent Contractor Relationship: The Company’s role in providing coaching as part of the Membership is that of an independent contractor. Nothing in this Agreement shall create an employer-employee relationship, partnership, or joint venture between You and the Company. The Company retains sole discretion regarding the methods and means of delivering coaching services.

(e) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

The parties have executed this Agreement as of the date that User purchased the Membership.

(f) Maximum Damages. You agree and acknowledge that the maximum amount of damages you may be entitled to in any claim arising from this Agreement or your participation in the Membership shall not exceed the total amount you have paid to the Company for the Membership. This limitation of liability applies to all claims of any kind, including but not limited to breach of contract, tort, or negligence, even if the Company has been advised of the possibility of such damages.

(g) Headings & Severability. Headings are included in this Agreement for convenience purposes only and shall not affect the interpretation or construction of this Agreement.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall remain in full force and effect. The unenforceable provision shall be modified or reinterpreted to the extent permitted by law in a manner that best reflects the original intentions of the parties. If modification is not possible, the unenforceable provision shall be severed, and the remainder of this Agreement shall be fully enforceable.