Effective Date: October 13th, 2023
THIS AGREEMENT is by and between HeatherXStudio, LLC, a limited liability company organized in the State of Illinois (the “Course Provider”) and the purchaser who checks the box of this agreement (the “Participant”) (together, the “Parties”).
NOW, THEREFORE, in consideration of the undertakings set forth below and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:
WHEREAS, Course Provider, the creator, operator, and publisher of the Print on Demand Academy II Course (the “Course”), wishes to provide the Course and its materials to the Participant; and,
WHEREAS, Participant desires to participate in the Course;
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions that will govern Course Provider’s provision of the Course to the Participant.
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, upon the general terms and subject to the conditions set forth in this Agreement and intending to be legally binding, the Parties hereto agree as follows:
- Scope of Course. The Course shall teach the fundamental values of a designing related to print on demand with incorporation of artificial intelligence using softwares called Kittl, Canva, Photopea and Adobe. successful Etsy and Print on Demand business through. Participant shall be provided with the necessary course materials upon receipt of payment of the Course Fee (as defined below). The Course is self-paced, and the Participant may begin the Course immediately upon receiving the Course materials.
- Course Fee. The fee for the Course is $498 for the package with the Design Lab & Workshops plus 5 design critiques from Heather or $398 for only th Design Lab & Workshops. Participant shall not receive access to the Course Materials until full payment of the Course Fee has been received if any payments are delayed or missed.
- Termination. Course Provider may terminate this Agreement at any time for any reason, with five (5) days written notice, with or without cause. Course Provider reserves the right to terminate the Agreement immediately, and without notice, should Participant: violate this Agreement; intellectual property rights of Course Provider or any third party; failure to comply with applicable laws, statutes, or regulations of any governing body, and/or publishing or distributing obscene, or illegal material. Participant may terminate the Agreement at any time upon request.
- Restriction. You must be 18 years of age or older to use this Website, participate in this Course, or access any services contained therein. By participating in this Course, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement.
- Mutual Agreement. Participant acknowledges that by purchasing this Course and affirming that you agree to the terms and conditions of this Course, you have agreed to be bound by this Agreement and the terms hereunder.
- Proper Use of Website and Course Materials. Participant agrees not to use the Course, Website, or the Course materials for any unlawful purpose, or any purpose prohibited by this Agreement. Participant further agrees not to use the Course, Course materials, or Website to:
- Harass, abuse, or threaten others or otherwise violate any person’s legal rights;
- Violate any intellectual property rights of Course Provider or any third party;
- Upload or otherwise disseminate any computer viruses or other software that may damage the property of the Course Provider or any third party;
- Commit fraud, engage in gambling, or marketing schemes;
- Publish or distribute obscene material, or any material that incites violence, hate, discrimination, or is defamatory toward any person or group; and,
- Unlawfully gather private information about third parties.
- Refund Policy. The course offers a 7 day satisfaction guarantee on the course only that does not include any services offered such as a critique or shop review package. If the course is purchased with critiques and packages, there is no refund due to the service provided. If a Participant is dissatisfied, refunds may be granted on a case by case basis within the first 7 days of purchase. In order to be considered for refund, the Participant must show proof of their shop by sharing the name or link and not utilizing any templates provided by the course. If any use of the Course Provider’s intellectual property, lessons or templates is demonstrated, the Course Provider will have the right to deny refund until Participant removes any infringing materials within 7 days of purchase. The second exception to this rule is Participant may qualify for a refund within the 30 days in the event of an Etsy shop suspension:
1. Etsy Store Suspension. A refund may be approved in the event of an Etsy store suspension or closure if Participant submits the following:
a. Proof the account has been suspended for more than 3 weeks with screenshots of their store’s front end and backend notifications, documenting each week of the suspension;
b. Proof of Etsy’s explanation for suspension of store; and,
c. Proof of request to have account reinstated within 3 days of suspension
As Course Provider reserves the right approve any refund or deny a Participant a refund for any reason, Participant acknowledges that refunds also will not be provided to Participants who’s Etsy store is suspended for acts that are in violation of the values of the Print on Demand Academy including but not limited to intellectual property theft, fraud, threatening third parties, and violating Etsy’s terms of service.
- Confidentiality. Except as provided herein, the existence and the terms of this Agreement shall be maintained in confidence by the Parties hereto and their respective agents and affiliates. Except as compelled to be disclosed by judicial or administrative process or by other requirements of law, legal process, rule or regulation (including to the extent required in connection with any filings made by the Parties or their agents or affiliates with the Securities and Exchange Commission) all public announcements, notices or other communications regarding such matters to third parties, including without limitation any disclosure regarding the transactions contemplated hereby, shall require the prior approval of all Parties hereto.
- Intellectual Property. Intellectual Property Rights.
- Course Provider shall retain all ownership rights in any and all intellectual property owned, created, conceived, and/or designed by Course Provider, including, but not limited to, course materials, trademarks, copyrights, patents, current and future business plans, methods, and practices, inventions, processes, methods, designs, products, drawings, models, samples, tools, computer programs, algorithms, technical information, and other proprietary rights or related information.
- Course Provider shall grant a non-exclusive, revocable license to Participant in any Course material provided during the Participant participation in the Course, including commercial and educational use and beneficial use of Course Provider’s intellectual property for the duration of this Agreement, unless Course Provider explicitly waives right to any such product. Participant shall not use Course Provider’s intellectual property for any other customer or client, or for any other purpose other than that which is contemplated by this Agreement.
- Unless stated otherwise in this or any other Agreement between the Parties, Course Provider shall be responsible for obtaining appropriate licenses for any third-party products or materials to be provided or used in connection with the services provided under this Agreement, and for paying the applicable license fees. Course Provider shall also be responsible for complying with all registration and other access and use requirements of third-party payment websites that Course Provider uses in order to perform certain services.
- Course Provider provides over 50 design templates through Canva and Kittl and is allowing Participant to use for full print on demand commercial usage rights that are limited to any softwares used licensure, terms and conditions. By checking the box, the student is agreeing to do their due diligence in researching every phrase to prevent intellectual property infringement, even if given by Course Provider, prior to posting as their own designs or products in their business. The Course Provider is not held responsible for any intellectual property infringement made on the Participant’s behalf. It is the student’s sole due diligence to research every phrase, design, graphic or other associated element used in their designs they decide to resell.
- Course Provider’s Representations. Course Provider represents and warrants to Customer that:
- Course Provider shall provide the Course in a manner that, to its knowledge after prudent inquiry, will not infringe or misappropriate the patent, copyright, trademark, trade secret or other intellectual property rights of any third-party. This non-infringement warranty shall not apply to the extent that an infringement claim arises as a result of (i) use, modification, alteration, or revision by Participant other than in accordance with any applicable specifications or documentation provided pursuant to this Agreement, (ii) use by Participant in combination with other products or systems not reasonably anticipated in this Agreement, or (iii) information, data, design, software, components, specifications or other materials provided to Course Provider on behalf of Participant.
- Limitations on Liability. Course Provider is not liable for any damages incurred as a result of participation in the Course or use of the Website to the fullest extent permitted by law. Course Provider accepts liability of damages incurred in relation to this Agreement up to the maximum amount paid to Course Provider within the last six (6) months or $100, whichever is greater.
- No Warranties. Participant agrees that participation in the Course and Participants use of the Website is at his or her own discretion and risk and that any services provided by Course Provider are on an “As Is” basis. Course Provider hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to
- Indemnification. Participant agrees to indemnify and hold harmless Course Provider and any of its affiliates (if applicable) for any and all legal claims and demands, including reasonable attorney’s fees and costs, which result from Participants misuse of the Course, the Course materials, or the Website, or Participants breach of this Agreement. Course Provider shall be entitled to select its counsel and participate in its own defense.
- Affiliate Marketing & Advertising. Course Provider engages in affiliate marketing whereby it receives a commission on or a percentage of the sale of goods and services offered on or through the Course and/or Website. Course Provider may also accept advertising and sponsorship agreements from third party commercial businesses or receive other forms of compensation for advertising placements.
- Testimonials. Participant understands and agrees that Course Provider may use general statements about Participant’s success story as part of Course Provider’s marketing strategy. This includes, but is not limited to, unofficial testimonials, words of praise via Instagram stories, public posts inside Course Provider’s Facebook group page, and direct messages with Course Provider. Course Provider shall redact the personal information of Participant, with exception to the Participant’s first name, prior to release of testimonial. Participant agrees to allow Course Provider to use his or her first name only in publication of his or her testimonial.
- Community Access
- Access. A community platform such as Discord may be provided with lifetime access to the community that means the lifetime of the community. Lifetime is defined by as long as HeatherXStudio LLC is in business, the timeframe of Discord or the timeframe the Design Labs & Workshops is open until discontinuation.
- Rules. By checking the box, you are agreeing to the rules of the community which are 1) to respect every person in the community 2) not share other’s shop or intellectual property without their consent 3) sell anything in the community without Course Provider’s permission 4) harass or bully another member 5) share course curriculum and/or screenshots of the discord to other websites or communities not owned by HeatherXStudio LLC. If rules are broken then the Participant will be warned, suspended or immediately removed from the community without refund of the course.
- Participation of an unmonitored community. By checking the box, you are agreeing to participate in an unmonitored community. The community is provided by HeatherXStudio LLC(the Course Provider) but is not monitored by the Course Provider. This community is to offer support between students and participants of the course and team members of HeatherXStudio LLC will be present but not monitoring 24/7. The Course Provider is not liable or responsible to answer every question and most questions will be answered by other students and not the instructor(s) of the course. Any issues that happen in the community that need to be addressed should be emailed to [email protected].
- Legal & Trademark discussions. One of the discords chats will have a topic related to legal discussions such as copyrights, trademarks and intellectual property. The Course Provider will offer comments based on their personal experience but this is not to be considered legal advice or professional help. HeatherXStudio is not a legal entity and only offers help based sole on experiences and not professional knowledge or licensing.
- Severability. Should any covenant, term, or condition contained in this Agreement become or be declared invalid or unenforceable by a court of competent jurisdiction, the Parties agree that the court shall be requested to judicially modify such unenforceable provision consistent with the intent of this Agreement so that it shall be enforceable to the fullest extent possible.
- Entire Agreement. This agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. This Agreement constitutes the Parties’ final, exclusive, and complete understanding and agreement with respect to the subject matter hereof and supersede all prior and contemporaneous understandings and agreements relating to its subject matter.
- Advise. Course Provider is not a licensed attorney, tax professional, or health professional. While Course Provider may at times provide personal opinions to assist Participants in completing the Course, all Participants should and must seek the advice and counsel of their own, personal legal counsel, tax professional, or health professional.
- Headings. Headings of parts or subparts under this Agreement are for convenience and organization only. Headings shall not affect the meaning of any provisions of this Agreement.
- No Joint Venture. This Parties do not intend to enter into any joint venture, partnership or agency by executing this Agreement.
- Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one Agreement.
- Rights Cumulative. The rights and remedies of the Parties under this Agreement are cumulative and not exclusive of any rights or remedies to which either Party is entitled by law. The exercise by either Party of any right or remedy under this Agreement or under applicable law will not preclude that Party from exercising any other right or remedy under this Agreement or to which that Party is entitled by law.
- Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the American Arbitration Association. The place of arbitration will be Chicago, Illinois. The judgment rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
- Governing Law and Venue. This Agreement shall be governed and interpreted in accordance with the laws of the State of Illinois, without giving effect to the principles of conflicts of law of such state. The Parties hereby agree that any legal action or proceeding to enforce or interpret the terms and conditions of this Agreement will be brought solely in any state or federal court located in Cook County, Illinois. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
- Force Majeure. Except to the extent provided in this Agreement, no Party shall be liable for default or any delay in the performance of its obligations under this Agreement (a) if and to the extent such default or delay is caused, directly or indirectly, by acts of terrorism, fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, or any other such similar cause beyond the reasonable control of such Party, and (b) provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing Party through the use of alternate resources, workaround plans, or other reasonable means. Any such event or occurrence as described in this Section 13(h), shall be deemed a Force Majeure Event.
- Notices. All notices or other communications require hereunder shall be in writing and shall be considered given: (i) when delivered personally; (ii) three (3) days after mailing, when sent certified mail, return receipt requested and postage prepaid; (iii) upon receipt when sent via a commercial overnight carrier, fees prepaid; or, (iv) upon receipt when sent by facsimile, or electronic mail (“e-mail”). Notices shall be sent to the following email address:
Attn: Heather Johnson
Email: [email protected]
- Amendments. This Agreement may be modified or amended from time to time at the discretion of Course Provider.
- Assignments. This Agreement may not be assigned, sold, or otherwise transferred by Participant to any third party. Should this Agreement, or the rights granted hereunder, be assigned, sold, or otherwise transferred by Participant, such assignment, sale or transfer shall be void at execution. Course Provider may assign its rights and liabilities hereunder to any affiliate, successor, or third party.
- Waivers. The failure to exercise or delay in exercising any right or remedy provided by this Agreement or law does not constitute waiver of such right or remedy or a waiver of other rights or remedies. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement does not constitute waiver of any other breach or default and will not affect the other terms of this Agreement. No waiver will have effect unless made in writing. Any waiver by either Party of a breach of any provision of this Agreement will not be considered as a waiver of any subsequent breach of the same or of any other provision thereof.