Offbeat Health, LLC, DBA Dr. Nicole Grams Coaching

TERMS AND CONDITIONS OF USE

Please read these Terms and Conditions of Use (“TOU”) carefully. You must agree to these TOU before you are permitted to use any Offbeat Health, LLC or https://nicolegrams.com (“Website”) digital or downloadable resources, online course, one-on-one or group coaching, class, program, pre-enrollment promotional program or offer, workshop, or training, video, member portal(s), enter any online private forums operated by Offbeat Health, LLC (for any purpose), whether on a website hosted by Offbeat Health, LLC or a third-party website such as an online course platform or Facebook.com, participate in any workshop or challenge; attend any live (in-person) or virtual event hosted or promoted by Offbeat Health, LLC; and/or purchase or take part in any future service or activity offered by Offbeat Health, LLC, whether now known or unknown (collectively “Grams Activities” or “the Program”).

If you do not agree with these TOU, you may not use the Website or its Content.

As used in these TOU, the term “Releasees” is defined to include the following: (i) Offbeat Health, LLC, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns (collectively, “Grams” or “the Company”); (ii) any volunteers; and (iii) Nicole Grams.

1. The Program

As part of the Grams Activities you select at checkout, you will receive the services outlined on the web page where you register for the Program. Company reserves, in its sole right and discretion, the right to adjust the Program offerings or pricing at any time. Except as otherwise expressly provided for in these TOU, any adjustments to the Program will take effect following notice to you.

2. Participants

If you wish to participate in another session of the Program in the future or purchase any other products, programs or services from the Company, all terms of these TOU will continue to apply unless superseded by another agreement in writing.

The Website, Content, and Grams Activities are intended and only suitable for individuals aged 18 and above. Some of their content may not be appropriate for children. Children under the age of 18 are not permitted to use the Websites or Content. Grams hereby disclaims all liability for use by individuals under the age of 18.

3. Early Enrollment Program Offers / Special Program Offers

From time to time, Grams may offer participants promotional pricing, early enrollment, and early access to specific services outlined on Grams’s webpage for registration, for a temporary period of time (“Promotional Offer”).

If you accept the Promotional Offer by taking the required steps (i.e., Submitting a Program application and paying the required Application Fee) then you agree that these TOU will apply to the Promotional Offer unless otherwise detailed on the webpage where the services of the Promotional Offer shall be outlined. Please note that you are subject to any additional terms set out for the Promotional Offer, whether said terms are outlined on the Company’s webpage or otherwise (i.e., email), and those terms shall be incorporated into this Agreement.

Application details, Application Fees, refund policy details and the like for the Promotional Offer, will also be detailed and outlined on the Company’s webpage for registering for the specific Program(s) offered for the Promotional Offer.

4. Application Process and Fees

Unless otherwise mentioned for a Promotional Offer, in order to participate in Grams Activities, you must complete and submit an application, along with the fee associated with the program, if applicable (“Application Fee”). The application will be reviewed by Grams. If Grams believes, in its sole right and discretion, that your application is satisfactory and that you are a great fit for Grams Activities, Grams will provide you with a URL link to Grams’s registration page, at the email address you’ve provided in your application. If you fail to pay the required Program fees upon registration, further detailed in Paragraph 5 of these TOU, your acceptance into the Grams Activities will be revoked and you will have the opportunity to reapply for acceptance into the Grams Activities when advertised.

In the event you are not accepted into the Program, Grams will issue you a refund of your Application Fee, if applicable, further detailed in Paragraph 5 of these TOU.

5. Payment

You agree to the fees and payment schedule selected at checkout.

If paying by debit card or credit card, you give us permission to automatically charge your credit or debit card for all fees and charges due and payable to Grams, without any additional authorization, for which you will receive an electronic receipt. You also agree that Grams is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

Other than for Promotional Offers where participants are granted access to the Program(s) immediately upon payment to Grams, or as otherwise stated for any of Grams Activities, payment in full is required before you are permitted to participate in any Grams Activities. If payment is not received when due, the Company reserves the right to terminate your access to the Program and all Content immediately and permanently.

If you fail to make any payment in a timely manner or voluntarily withdraw from the Grams Activities at any time or for any reason, you will remain fully responsible for the full cost of the Grams Activities and all payments in any payment plan you have chosen. The Company reserves the right to charge a late fee on all balances more than 30 days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

6. Refunds

Your satisfaction with the Program is important to us. The refund policies for Grams Activities are outlined below.

Refund Policy for paid programs: Your satisfaction with the Program is important to us. To receive a refund of any Program fee, you must request a refund by emailing Company at DrNicole@NicoleGrams.com.

The Company will promptly issue an instruction to its payment processor to issue the refund. The Company does not control its payment processor and will not be able to expedite any refunds.

Upon receiving your requested refund, you understand and agree that you will not be able to re-join any Grams Activities in the future.

a. Refund Policy for Coaching Programs: Your satisfaction with the Program is important to us. To receive a refund of the Program fee, you: (1) must provide notice of cancellation to Company (further detailed in the Termination or Cancellation paragraph of these TOU), and (2) request a refund via email to drnicole@nicolegrams.com, within 48 hours of sending written notice to Company of your cancellation.

If you fail to submit a refund request within the 48 hour period, then, you may only receive a refund if you (1) have participated in the Program (from commencement until conclusion); (2) completed 180 days straight of self-coaching; (3) created 50 intentional thought creations; (3) attend and participate in all the live group calls; (4) submit at least 26 requests to be coached via text message to Grams and (5) attend and participate in at least 20 one-on-one calls with Grams within the 180 days of the Program.

In all other cases, you will not be granted a refund.

Upon receiving your requested refund, you understand and agree that you will not be able to re-join any Grams Activities in the future.

b. Promotional Coaching Program Offers / Special Program Offers: Your satisfaction with the Program is important to us. Please note, if you’ve opted for monthly payments to participate in the Program, all monthly payments are nonrefundable.

To receive a refund of the Program fee, you must meet all of the following requirements:

One-on-One Coaching Program: Your satisfaction with the Program is important to us. To receive a refund of the Program fee, you: (1) must provide notice of cancellation to Company (further detailed in the Termination or Cancellation paragraph of these TOU), and (2) request a refund via email to DrNicole@NicoleGrams.com, within 48 hours of sending written notice to Company of your cancellation.

In all other cases, you will not be granted a refund.

Upon receiving your requested refund, you understand and agree that you will not be able to re-join any Grams Activities in the future.

In the event you are not meeting milestones in any Grams Activities or Grams determines you are not likely to achieve your desired results, Grams may, in its sole right and absolute discretion, give you the option to either terminate your participation in any Grams Activities with a full or partial refund, or continue to participate in any Grams Activities with an express forfeiture and waiver of any future opportunity to request a refund.

In the event of Nicole Grams’s death, Nicole Grams’s estate shall have 180 days from her death to settle, emit, distribute, and honor any refund requests or unfulfilled Program reimbursements.

Company reserves the right, in its sole discretion, to determine how to discipline a participant who violates these Terms. Therefore, if a participant disagrees with how the Company disciplines another participant and requests a refund, the Company will deny such request.

Furthermore, if a participant violates these TOU, the Company reserves the right, in its sole discretion, to offer the participant another opportunity to abide by these TOU. If a participant disagrees with the Company offering another participant a second opportunity to follow these terms, no grounds for a participant to receive a refund would be created, and any request for a refund on this basis shall be denied.

If, in the Company’s sole right and discretion, you persist with behaviors or actions that violate these TOU, the Company may terminate your access and participation in the Program without notice and without refund.

Since we have a clear and explicit Refund Policy in these TOU that you have agreed to prior to completing the purchase of Grams Activities, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. In the event that a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.

7. Guest Coaches and Coach Substitutes

Grams may have guest coaches and/or coach substitutes participate and coach Grams Activities. Grams, in its sole right and discretion, reserves the right to assign any and all duties, responsibilities, and obligations under the terms of these TOU, at any time, to any qualified third party of Grams’s choosing, to deliver, administer, and carry out all Grams Activities, without providing advanced notice nor needing consent from any participant.

If a participant disagrees with or fails to consider Company’s guest coach or coach substitute as qualified, no grounds to receive a refund will be created, and any request for a refund on this basis shall be denied.

8. Intellectual Property Rights

Ownership of the Content

The words, videos, voice and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases and all other information and intellectual property accessible on or through the Grams website, any third-party website Grams may use to distribute or host the Grams Activities, contained in e-mails sent to you by Grams, or provided at in-person events by Grams, as well as the look and feel of all of the foregoing (“the Content”) is property of Grams and/or our affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.

Grams’s Limited License to You:

If you view, purchase or access any Grams Activities or any of the Content, you will be considered our Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.

This means you may view, download, print, email and use one copy of individual pages of Grams Activities and Content for your own personal purposes or your own internal business use only.

You may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, your clients or customers, or any other third party, or otherwise use any material from the Grams Activities or Content for commercial purposes or in any way that earns you or any third party money (other than by applying them internally in your own business). By downloading, printing, or otherwise using the Grams Activities or Content for personal use you in no way assume any ownership rights of the Content – it is still Grams property. Any unauthorized use of any materials found in the Grams Activities or Content shall constitute infringement.

You must receive our written permission before using any of the Grams Activities or Content for your own commercial use or before sharing with others.

The trademarks and logos displayed on the Grams Activities or Content are trademarks belonging to Grams, unless otherwise indicated. Any use including framing, metatags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without our written permission.

All rights not expressly granted in these terms or any express written license, are reserved by us.

Unauthorized Use

Your use of any materials found in the Grams Activities or Content other than that expressly authorized in this agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages of five (5) times the total fees paid for the Grams Activities in the event of your Unauthorized Use, or a minimum of $5,000 if you did not pay fees for the Grams Activities, in addition to any legal or equitable remedies Grams may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.

You agree that any violation or threatened violation of the Intellectual Property Rights terms in this Agreement would cause irreparable injury to Us that may not be adequately compensated by damages, entitling Us to obtain injunctive relief, without bond, in addition to all legal remedies.

Your License to Grams; Use in Testimonials and Marketing.

By posting or submitting any material during the Grams Activities such as comments, posts, photos, designs, graphics, images or videos or other contributions, you are representing to us that you are the owner of all such materials, and you are at least 18 years old. You are also granting us, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting us the right to make it part of Grams’s current or future Grams Activities and Content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions in the Grams Activities or in our Content at any time for any reason.

You also consent to photographs, videos, and/or audio recordings, including teleconference calls, webinars, or other communications, that may be made by the Company during the Program that may contain you, your voice and/or your likeness. In the Company’s sole discretion, we reserve the right to use these photographs, videos, and or/audio recordings and/or any other materials submitted by you to the Company or created by the Company in connection with your participation in any Program, without compensation to you at any time, now or at any time in the future.

You also grant us, and anyone authorized by us, the right to use your likeness and identify you as the author and individual depicted in any comments, posts, photos, images, videos or other contributions created by you or the Company, or by name, email address, or screen name, for any purposes, including commercial purposes and advertising. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions in the Program or in our Content at any time for any reason.

This means you give Grams permission to use anything you submit or post in the Grams Activities or any third-party forum or website operated by Grams, or anything captured by you or Grams during your participation in the Grams Activities, including images in which your face is visible and recognizable or your full name.

Request for Permission to Use the Content

If you wish to use any of the Content, or any other intellectual property or property belonging to us, you should request permission in writing BEFORE you use the Content by sending an e-mail to DrNicole@NicoleGrams.com.

If you are granted permission by Grams, you agree to use the specific Content that Grams allows and only in the ways for which Grams has given you its written permission. If you choose to use the Content in ways that Grams does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from us, and you consent to immediately stop using such Content and to take whatever actions as we may request and by the methods and in the time frame that we prescribe to protect our intellectual property and ownership rights in the Grams Activities and Content.

9. Coach/Client Relationship and Responsibilities Of The Parties

The coaching relationship is co-creative, meaning that the coaches and you are equal partners in the coaching process.

Grams’s Responsibilities:

Grams’s staff are trained to use their communication skills and coaching tools to support you throughout the Grams Activities.

Grams’s staff will provide guidance to you based on information you provide.

Grams’s staff will answer questions through the Facebook group and live group coaching calls on Zoom or Facebook Live; replays will be made available if you are not available to attend live.

Your Responsibilities for Best Results:

Watch and/or listen to all video content provided on the Website and complete all worksheets assigned during the Grams Activities, at your own pace.

Attend live group coaching calls.

Attend live one-on-one coaching calls.

Participate, engage, and ask for coaching and help in our private Facebook group and in the member portal on our Website.

Attend live in-person events, if applicable.

You agree that your relationship with the Company is that of a coach-client relationship and that no other professional relationship has been established.

You agree that coaching is not to be used as a substitute for professional advice of any kind, including medical, mental or other qualified professional help and you agree to seek professional guidance for such matters, should they arise, independent of the coaching relationship.

10. Your Conduct

The Program is a “pitch free zone.” You agree you will not pitch, promote, market, or sell any other products, groups, programs, or events to Program participants on any Company website or third-party forums operated by Grams, whether or not officially sanctioned, owned, or operated by Grams. This means you agree not to form, or ask Program participants to join, “shadow” groups on social media or any other platform, or in-person meetups, based on interests or locality. You agree you will not invite Program participants to participate in events, such as a meetup, seminar, mastermind, or program, without first receiving approval from Grams. You agree not to market, promote, or sell products or services such as coaching services and/or programs, coaching masterminds, online programs, live-events, or other products or services to Program participants, unless you are authorized or requested to do so by Grams.

You also agree that during your participation and access to Grams Activities and Content, and for a period of one (1) year thereafter, you will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any past or current Grams Activities participants or Grams Activities participants’ businesses, which constitutes or is competitive (including, without limitation, by competing for the same customer or client base) with any business conducted by Company. This provision of these TOU shall survive the termination of this Agreement.

Please choose carefully the materials that you upload to, submit to, or embed on any website operated by Grams and any third-party forums operated by Grams. Any material you post on Grams’s website or in any third-party forums operated by Grams may become public.

You are responsible for your material and for any liability that may result from the material you post. You participate, comment, and post material at your own risk. Any communication by you on Grams’s website and any third-party forums operated by Grams, whether by leaving a comment, participating in a chat, public or private forum, or other interactive service, must be respectful. You may not communicate or submit any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others. You agree to post comments or other material only one time.

You are strictly forbidden from the following:

Harassing, fighting with, or being disrespectful to Grams or other Grams Activities participants

Causing damage to any Grams website or third-party forums operated by Grams

Using any Grams website or third-party forums operated by Grams for any unlawful, illegal, fraudulent or harmful purpose or activity

Using any Grams website or third-party forums operated by Grams to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software

Using any Grams website or third-party forums operated by Grams to transmit, send or deliver unsolicited communications or for other marketing or advertising purposes

Systematically or automatically collecting data from any Grams website or third-party forums operated by Grams

Using any Company website or private membership forum or third-party forums operated by Company, to take pictures and/or screenshots of comments, posts, pictures, materials or any other content posted and/or shared by Company and/ or Participants without receiving their advance permission

Sharing any private and proprietary information, screen shots, comments, posts, pictures, materials or any other content posted and/or shared from other participants, with the public or with anyone who is not a participant on or in any Company website, private membership or third-party forums operated by Company.

Discriminatory speech, hate speech, comments, or actions against another participant based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels

If, in the Company’s sole discretion, your conduct violates these TOU in any way, you agree that the Company may immediately and permanently terminate your participation in the Program and your access to the Content without refund.

The Company, in its discretion, may delete or modify, in whole or part, any post, comment or submission to the Company’s and any third-party forums operated by the Company. The Company does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. The Company neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the Company website or any third-party forums operated by the Company. The Company shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on the Company website and any third-party forums operated by the Company.

11. Community Guidelines

The Company has created a community that is a safe and judgment-free space for connection, conversation, learning, and growth. Within Company’s community is the baseline expectation that all participants will treat one another with respect while bringing encouragement and consideration to all participants.

The Company’s community guidelines are as follows:

The Company’s Program promotes diversity amongst its participants. Therefore, the Company encourages all participants to connect with one another and to learn about one another’s background, interests, hobbies and points of view. The Company does not tolerate nor support any participant’s discriminatory speech, hate speech, comments, or actions against another participant based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels.

The Company does its best to create a safe and welcoming space for all participants, however, Company cannot guarantee that all participants will follow these guidelines. Company, in its sole discretion, may remove any participant’s comments, posts, content or materials, however, Company does not have a duty to review all comments, posts, content and material shared within the Program. Therefore, Company shall not be held liable for any participant’s comments, actions, posts, content or materials that result in another participant’s trauma or discomfort.

The Company has created a safe space for all participants to feel seen, respected and heard. Company encourages participants to engage in respectful dialogue with one another. The Company does not support nor tolerate any disrespectful actions or comments, which include, but are not limited to hate speech, discriminatory comments, physical, or mental or emotional abuse. Therefore, each participant must demonstrate respect towards one another.

Support each participant with words of encouragement, resources or suggestions, while respecting each participant’s boundaries.

The Company reserves the right to offer additional program elements from time to time, for any subgroup of participants. These additional program elements are a bonus, not a part of the services included in the base services of the Program. The selection of the participants who may participate in any additional program elements is at the sole discretion of the Company.

We may also post separate rules regarding your behavior in any online community or forum, whether hosted on the Company’s website or a third-party website (such as Facebook.com), which may be updated from time to time. You agree that you are bound by those rules and they are expressly incorporated into these TOU.

12. Confidentiality

Grams is not legally bound to keep your information confidential. You acknowledge that our communications are not covered by any doctor-patient privilege or other privilege.

Confidential information does not include information that:

was in the Grams’s possession prior to your participation in the Program;

is generally known to the public or in your circle of friends and family and co-workers; or

Grams may be required by law to disclose.

You may use a screen name or pseudonym instead of your actual name for your participation in group coaching sessions and public posts on the Company website and in third-party forums operated by the Company.

You agree that Grams shall not be liable for the disclosure of any of your information by another Program participant. You agree to keep all information you learn about other Program participants, their businesses, or clients (as applicable), strictly confidential except in very rare circumstances where disclosure is required by law.

Grams may record group coaching calls and share them in the Program, on the Grams website, or on third-party forums operated by Grams. Private coaching calls may be recorded and permission will be granted by participants before sharing in the Program, on the Grams website, or on third-party forums operated by grams.

You agree you will not share any recorded coaching calls or third-party forum postings outside the private member areas of the Grams’s website or any third-party forums operated by Grams, without permission. If Grams discovers you have done so without permission, this will be grounds for immediate termination of your access to the Program and Content. Grams, in its sole right and discretion, may issue a refund.

13. Username and Password

To access certain features of the Grams Activities, including any private membership areas, you may need a username and password. You agree to keep your username and password confidential. During the registration process for any service or product, you agree to provide true, accurate, current and complete information about yourself. If Grams has reasonable grounds to suspect that you have provided false information, shared your username and password with anyone else, or forwarded any non-public material from the Grams Activities to any other person, Grams has the right to suspend or terminate your account and refuse any and all current or future use of the Grams Activities or any Content, in whole or part, without refund. Any personally identifiable information you provide as part of the registration process is governed by the terms of Grams’s website Privacy Policy.

14. Non-Disparagement

You, nor your respective members, employees, representatives, and agents, shall not take any action that is intended, or would reasonably be expected, to harm the Company, its respective members, employees, representatives, and agents, or its reputation, or which would reasonably be expected to lead to unwanted or unfavorable publicity to them. You, and your respective members, employees, representatives, and agents, will not disparage or comment negatively about the Company nor Releasees. Disparaging remarks, comments or statements are those that impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation of business of the Company or Company’s respective Releasees. This non-disparagement provision shall survive the termination of this Agreement.

15. Live or In-Person Events

If you participate in any live or in-person event as part of the Program, you agree to observe and obey all posted rules and warnings, to follow any instructions or directions given by the Company through its employees, representatives or agents, and to abide by any decision of any Company staff or volunteers, or Company vendors or contractors, regarding your ability to safely participate in the Program. You agree to exhibit appropriate behavior at all times and to obey all local, state and federal civil and criminal laws while participating in the Program. This includes, generally, respect for other people, equipment, facilities or property. The Company may dismiss you, without refund, if your behavior endangers the safety of or negatively affects the Program or any person, facility or property.

You consent to medical care and transportation in order to obtain treatment in the event of injury to you as Company, volunteers or medical professionals may deem appropriate. These TOU extend to any liability arising out of or in any way connected with the medical treatment and transportation provided in the event of an emergency and/or injury.

You agree that you will not consume alcohol prior to any part of the Program that involves physical exercise or activity, or use any medicine or substance that will inhibit your mental or physical ability to safely participate in the Program.

If you choose to consume alcoholic beverages during any part of the Program, you must do so responsibly and only if you are over the age of twenty-one (21).

The Company is not responsible for any personal item or property that is lost, damaged or stolen at or during the Program.

You consent to and understand that in the event that Company hosts an in-person live event in a city or state that has a COVID-19 vaccination mandate, before gaining entry to the event as part of the Program, you must present proof of vaccination.

Valid proof of vaccination consists of provided a physical, digital or photocopy of your vaccination card.

In the event Company hosts an in-person, live event, as part of the Program, in a city or state that does not have a COVID-19 vaccination mandate, you understand and agree that you may be subject to Company’s COVID-19 testing and screening requirements. You understand and agree that before gaining entry to the live in-person event, you may be required to present proof of a negative COVID-19 PCR test taken at least 72 hours prior to the Event and you must voluntarily sign the Company’s COVID-19 Waiver and Indemnity Agreement.

16. Termination or Cancellation

Grams reserves the right in its sole discretion to refuse or terminate your access to the Grams Activities and Content, member portal, as well as private Facebook groups operated by Grams, in full or in part, at any time without notice. Grams may terminate your participation and access in the Grams Activities and Content at any time, without refund, if you breach any part of these TOU. In the event of cancellation or termination, you are no longer authorized to access the part of Grams Activities or Content affected by such cancellation or termination. The restrictions imposed on you in these TOU with respect to the Grams Activities and its Content will still apply now and in the future, even after termination by you or Grams.

In the event you would like to cancel your access and participation in unpaid Grams Activities, no notice to Grams is required. The refund policy mentioned in paragraph 6 of these TOU will apply.

Paid Coaching + Promotional Offers

In the event you would like to cancel your access and participation in the Grams Activities, you must provide Grams with written notice (including e-mail). Upon your notice of cancellation, your access to any and all Grams materials and Content will terminate immediately and the refund policy of these TOU (detailed in paragraph 6) will apply. You will not be issued a refund for any payments made, nor for any remaining days or months of the Grams Activities after your cancellation.

If you have opted to pay for Grams Activities via monthly payments, and you would like to cancel your access and participation in the Grams Activities, you must provide Grams with at least 10 days written notice (including e-mail) before your next recurring charge. Your access to the materials and Content of the Grams Activities will be immediately terminated upon your notice of cancellation. You will not be issued a refund for any payments made, nor for any remaining days or months of the Grams Activities after your cancellation.

In the event you decide to cancel, any remaining installment, default, or late payments will be due immediately.

17. Personal Responsibility, Assumption of Risk, Release, Disclaimers

You acknowledge that, by engaging with Grams for any Grams Activities, you voluntarily assume an element of inherent risk, and knowingly and freely assume all risk and responsibility for injuries to any persons or damages to any property, and release, covenant not to sue, and hold Releasees harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your participation in any Grams Activities, whether or not caused by the active or passive negligence of the Releasees.

In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to Grams for the Grams Activities.

The Grams Activities and Content provide information and education only, and do not provide any financial, legal, medical or psychological services or advice. None of the Grams Activities or Content prevents, cures or treats any mental or medical condition. The Grams Activities and Content are not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, financial advisor, or medical professional. You are responsible for your own financial, legal, physical, mental and emotional well-being, decisions, choices, actions and results. You should consult with a professional if you have specific questions about your own unique situation. Grams disclaims any liability for your reliance on any opinions or advice contained in the Grams Activities.

Earnings and Results Disclaimer. You agree that Grams has not made and does not make any representations about the earnings or results you may receive as a result of your participation in the Grams Activities. Grams cannot and does not guarantee that you will achieve any particular result or earnings from your use of the Grams Activities, and you understand that results and earnings differ for each individual.

Any links to third-party products, services, or sites are subject to separate terms and conditions. Grams is not responsible for or liable for any content on or actions taken by such third-party company or website. Although Grams may recommend third-party sites, products or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.

Grams tries to ensure that the availability and delivery of the Grams Activities and Content is uninterrupted and error-free. However, Grams cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction.

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE GRAMS ACTIVITIES AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, GRAMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GRAMS DOES NOT WARRANT THAT THE PROGRAM OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Grams SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE GRAMS ACTIVITIES, INCLUDING ITS MATERIALS, PRODUCTS OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE GRAMS ACTIVITIES.

18. Security

Security for all personally identifiable information is extremely important to us. Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that there is an inherent risk in all forms of electronic communication, and communications between you and Grams which may be unlawfully intercepted by third parties not under our control. Grams does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with Grams are done at your own risk.

19. Legal Disputes

These TOU shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to its conflict of laws. The nearest state and federal court to Madison, Wisconsin shall have exclusive jurisdiction over any case or controversy arising from or relating to the Grams Activities or Content, including but not limited to the Privacy Policy or these TOU. By using the Grams Activities or Content, you hereby submit to the exclusive jurisdiction and venue of these courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum non conveniens. The prevailing party in any dispute between the parties arising out of or related to these TOU, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.

20. Users Outside United States

Grams controls and operates the Grams Activities from offices in the United States. Grams does not represent that materials in the Grams Activities are appropriate or available for use in other locations. People who choose to access the Grams Activities from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

21. Indemnification

You agree to defend, indemnify, release, and hold harmless Grams and any directors, officers, agents, contractors, partners, assigns, successors-in-interest and its and their employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but without limitation to attorney’s fees) arising from or in connection with: (i) your use of the Grams Activities or Content in violation of these TOU, (ii) any breach by you of these TOU or any representation and warranty made by you herein, (iii) any comment, post, or material you submit to Grams’s website or any third-party forum or website operated by Grams, (iv) your use of materials or features available in the Grams Activities or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by Grams) or (v) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.

You expressly agree that these TOU are intended to be as broad and inclusive as permitted by the law of the State of Wisconsin, and that if any portion is held invalid, it is agreed that it will be severed and the balance shall continue in full legal force and effect. This release is not intended as an attempted release of claims of gross negligence or intentional acts by Releasees. This is the entire agreement of the parties, and reflects a complete understanding of the parties with respect to the subject matter. This agreement supersedes all prior written and oral representations.

22. Force Majeure

The Company will not be deemed to have breached these TOU for any delay or failure in performance caused by events out of its reasonable control, including acts of God or a public enemy; natural disasters or calamities; epidemic or pandemic; failure of a third party to perform; changes in the laws or regulations; actions or executive orders of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the Company.

23. Entire Agreement, Severability, Modification, And Waiver

This agreement constitutes the entire agreement between you and Grams with respect to the Grams Activities, Content and Website and supersedes all prior, contemporaneous written or oral communications between you and Grams regarding the Grams Activities, Content and Website. If any part of the terms of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law, to reflect, as closely as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

Grams may change, modify or update these TOU at any time. Any access or use of the Grams Activities or Content by you after Grams publicly posts or distributes such changes shall constitute consent of such modifications. If you have any questions or concerns about these Terms, contact DrNicole@NicoleGrams.com.

By clicking on the box when signing up for the Program, you are providing the electronic equivalent of your signature and assert that you have read, understood and agreed to this entire document. If you do not agree with these TOU, do not purchase or use the Program or Content

Updated on February 6, 2022.