TERMS and CONDITIONS
Energy Balance LLC | Effective Date: 01-Oct-2020
Please read these Terms and Conditions ("Terms") carefully before engaging Energy Balance LLC (“Energy Balance”, “Company”, "us", "we", or "our") for products (“Goods”) or services, other offerings, units of work, travel, and reporting that may be the subject of an order (collectively “Services”) and before using the https://www.eb-web.net/ website (the "Website") operated by the Company.
These Terms apply to all clients, visitors, users and others (collectively “Clients”, “you”, and “your”) who wish to use our Services or Website and your access to and use of our Services and Website is conditioned upon your acceptance of and compliance with these Terms. If you disagree with any part of the Terms then you do not have permission to use our Services or Website. The headings used in the documentation of our Terms are included for convenience only and will not limit or otherwise affect the Terms.
1. OVERVIEW
By visiting our Website and/or purchasing something from us, you are engaging in our Services and agree to be bound by the Terms described here. These Terms apply to all Clients and users of our Website, including without limitation users who are browsers, vendors, customers, merchants, and content contributors.
These Terms apply to and shall be deemed to be included in any purchase order or contract for sale of Goods or Services entered into with the Company, howsoever arising. Where such Terms are in conflict with those set out in any specification, quotation, offer to purchase, or order received from the Client, these conditions shall prevail unless otherwise agreed by the Company in writing. Our Website purchase portal (the “Store”) is hosted by Square, Inc. who provides us with the e-commerce platform that allows us to sell some of our Services to you online.
Energy Balance provides Goods and Services and operates this Website and we invite you to engage with us. This Website and its content, including blog articles, documents, and descriptions of Goods and Services, are designed to educate and assist you in your business journey. We may encourage you to express yourself in this space via comments in discussion forums and so on. However, we ask that you please be responsible and respectful in what you write in our discussion areas. It is fine to be critical and voice your opinion, but rudeness and personal attacks are not acceptable. In particular, make sure that none of the prohibited items described below appear in your writing or your links (things like spam, viruses, or hate content).
The headings herein are for convenience only and shall not affect its interpretation. Use of the word “including” is without prejudice to the generality. Any reference in these Terms to any provision shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
At any time we may add new content, features, offers or tools to our Website that will by default become subject to these Terms. You can review the most current version of our Terms on this web page at any time, and it is your responsibility to do so. Your continued use of or access to our Website following the posting of any changes constitutes acceptance of those changes.
2. STATUS
The Company and the Client are independent entities and nothing contained in these Terms shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.
The Company shall have no authority to incur any liability or expense on behalf of the Client or to make any promise, representation or commitment that might be binding on the Client without the prior written consent of the Client.
3. INTELLECTUAL PROPERTY
Intellectual Property (“IP”) is all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database rights, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.
Any pre-existing IP of either party that are made available for use in connection with the provision of the Goods and Services shall remain vested with the original party. The other party shall have a license to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Goods and Services. The Company warrants to the Client that the outputs from the provision of the Goods and Services (the “Deliverables”) including those described in any quotation or proposal (“Scope of Supply”, or “Statement of Work”) will not in any way infringe the IP of any other party and the Company will indemnify the Client and keep the Client fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Client might incur or suffer as a result of any breach of this warranty.
The Company shall have no liability when an alleged infringement arises from the Client using the Deliverables in any manner or for any purpose other than those for which they were provided. If indemnity related to the use of Deliverables is called upon, the Client shall promptly notify the Company in writing of the claim, give the Company such assistance and information that the Company reasonably requires, make no admission or settlement without the Company’s prior written consent, and allow the Company to have control over the conduct of the relevant elements of the claim, including any litigation.
Subject to these Terms and receipt of any applicable payments, all software Goods provided by the Company to the Client are provided subject to a non-transferable, non-exclusive license to use the software in object code format only. The Company reserves all rights to the software Goods not expressly granted. Except as set forth in these Terms, no express or implied license, moral rights, or other right of any kind is granted to the Client regarding the software Goods. Without limiting the foregoing, and except as set forth otherwise in these Terms, the Client shall not, nor permit others to: (i) store, run, display, load, use, produce, receive, reproduce, copy, market, sell, rent, distribute, transfer, translate, modify, adapt, disassemble, decompile, or reverse engineer the Company's Goods; or create derivative works based thereon, any portions thereof or using any information derived from the Company’s Goods; (ii) obtain possession of any source code or other technical material related to the Company’s Goods.
All Intellectual Property rights that are created in the course of the provision of Services and in the Deliverables shall belong to the Company. The Client shall have a royalty free, perpetual license to use those rights as envisaged by the consultancy engagement for the Company’s Services that may include a Statement of Work (the “Agreement”) to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
The Website and its original content, features and functionality, and the intellectual property rights of all the materials, documents, products, programs, workshops, videos, audios, and live events, provided to you or shared with you through or by this Website, in print, and by email and other digital mediums are and will remain the exclusive property of Energy Balance and its licensors.
Our Website and its content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks, trade dress and content may not be used in connection with any product or service without the prior written consent of the Company. For the avoidance of doubt, you must not adapt, edit, change, transform, publish, republish, distribute, redistribute, broadcast, rebroadcast, or show or play in public any of the Website content in any form or media without the prior written permission of Energy Balance. Energy Balance will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of the Company or others. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to the Company.
We take the protection of our intellectual property very seriously. If we discover that you have breached these Terms, we may bring legal proceedings against you and seek monetary damages and/or an injunction to stop you using the materials. You could also be ordered to pay our legal costs.
If you believe that material located on or linked to by our Website violates your copyright, you are encouraged to notify the Company. We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material.
4. CONFIDENTIALITY
The Company and the Client may during the course of an Agreement and in connection with provision of Goods or Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”). The receiving party shall keep all information identified as Confidential Information confidential and not disclose it to any person, save as required by law), and use the Confidential Information only for the purpose for which it was provided and for no other purpose.
5. SERVICE TERMS
We reserve the right to limit or refuse our Services to anyone for any reason at any time. In the event that we make a change to or cancel an order, we will endeavor to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. All descriptions and pricing is subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue or modify any Service (or any part or content thereof) at any time. We do not warrant that the quality of any Services, other offerings, information, or other material purchased or obtained by you will meet your expectations, or that any errors will be corrected. The Company shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of our Services.
You agree to provide current, complete and accurate purchase and account information for all your purchases. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You understand that your content, with the exception of credit card information, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Your credit card information is always encrypted during transfer over networks. Your submission of personal information through our Website and our store is governed by our Privacy Policy.
The Company shall provide and perform the Services on these Terms, and will do so in compliance with all applicable laws, regulations, codes of practice and professional standards; with reasonable skill and care; in accordance with these Terms, including the timescales specified in any Statement of Work.
6. PROFESSIONAL SERVICES
The information contained in or made available through the Website, including but not limited to information contained on blog posts, in text and downloadable files, videos, programs, products, newsletters, or in teleclasses and webinars, cannot replace or substitute for the services of trained professionals in any field, including, but not limited to those with professional credentials in financial or legal matters.
7. PRICES AND PAYMENTS
Quotation prices are valid for 30 days unless specified otherwise. Any purchase order received after the expiry of a Quotation may be subject to revision. The Company also reserves the right to revise its prices where an estimate is based on a stated quantity which is greater or less than the quantity ordered.
If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have, suspend provision of the Services until payment in full without any set-off or deduction and including any interest and late fees is received.
8. PERSONNEL
The Company shall use reasonable endeavors to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Client, and to ensure that its personnel comply with the Client’s site regulations when the Company’s personnel are on the Client’s premises.
The Client shall not at any time during the term of any Agreement or for a period of six (6) months following its expiry or termination employ or solicit for employment or engage on any basis any member of the Company’s personnel, whether employed or engaged on some other basis by the Company. The Client acknowledges the cost to the Company of losing and replacing any such person and the Client agrees that if it breaches this clause, the Client shall pay to the Company an amount equal to the person’s aggregate annual gross compensation package.
9. CLIENT OBLIGATIONS
The Client shall make such decisions and provide such instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the Services. The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Company.
The Client shall provide the Company with such information and access to such facilities and personnel as the Company shall reasonably require in order to provide the Services.
10. LINKS AND EXTERNAL REFERENCES
Our Website may contain links to third party (external) websites and services that are independent in all respects to us and not owned or controlled by Energy Balance. We strongly advise you to read the terms and privacy policies of any third party web sites or services that you visit. Energy Balance makes no representation or warranty as to the accuracy, completeness, or authenticity of the information or opinions contained in any such linked website. Any link to another website shall not in any manner be construed as an endorsement by us of that website or of the products or services described therein. You acknowledge and agree that Energy Balance shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any such third party web sites or services.
You may establish links to our Website provided that (i) the link in no way implies our sponsorship of your company, offerings, or website; (ii) you do not remove or obscure the copyright notice or other notices on our Website; (iii) you discontinue the link if instructed to do so by us; and (iv) you do not republish, redistribute or otherwise make copies of the materials or products on our Website as part of the link, including by framing or similar means or otherwise.
11. USER CONTENT SUBMISSIONS
If, at our request, you send certain specific content submissions (for example, information for an article) or, without a request from us, you send creative ideas, suggestions, proposals, plans, or other content, whether online, by email, by postal mail, or otherwise (collectively “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation to (i) maintain any Comments in confidence; (ii) pay compensation for any Comments; or (iii) to respond to any Comments.
We may, but have no obligation to, monitor, edit or remove Comments that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, otherwise objectionable or content that violates any party’s intellectual property or these Terms. You are solely responsible for any Comments you make and their accuracy. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us as to the origin of any Comments. You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, spam, threats or incite violence, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing), or contain any computer virus or other malware that could in any way affect the operation of our Website or any related website.
12. PROHIBITED USES
In addition to other prohibitions as set forth in these Terms, you are prohibited from using our Website or its content for (i) any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (vi) to submit false or misleading information; (vii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of our Website, other websites, or the Internet; (viii) to collect or track the personal information of others; (ix) to spam, phish, pharm, pretext, spider, crawl, or scrape; (x) for any obscene or immoral purpose; or (xi) to interfere with or circumvent the security features of our Website, other websites or the Internet. We reserve the right to terminate your use of the Website and our Services for violating any of the prohibited uses.
13. INDEMNIFICATION
You agree to defend, indemnify and hold harmless the Company and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (i) your use and access of our Website and Services; or (ii) any breach of these Terms.
14. LIMITATION OF LIABILITY
In no event shall the Company, nor its directors, employees, partners, agents, suppliers or affiliates, be liable for any indirect, incidental, punitive, special, consequential damages of any kind, including without limitation, loss of profits, loss of revenue, loss of business, loss of contract, loss of savings, loss of data, replacement costs, loss of use, loss of goodwill, other intangible losses or any similar damages, or failure to make anticipated savings or any indirect or consequential loss, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of our Services or other offerings resulting from (i) your access to or use of or inability to access or use the Website; (ii) any conduct or content of any third party mentioned on the Website; (iii) any content obtained from the Website; (iv) any errors or omissions in any content; (v) any loss or damage of any kind incurred as a result of the use of our Services and other offerings and any content posted, transmitted, or otherwise made available via the Website, even if advised of their possibility; or (vi) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions our liability shall be limited to the maximum extent permitted by law.
Nothing in these Terms shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud. The maximum aggregate liability of the Company to the Client under or in connection with these Terms and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Client under the relevant Agreement six (6) months prior to the date on which such liability arises.
We are not responsible if information made available on the Website that is not accurate, complete or current. We take no responsibility and assume no liability for any Comments posted by you or any third-party. The material on our Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on our Website is at your own risk. The Website may contain certain historical information that, by definition, is not current and is provided for your reference only. We reserve the right to modify the contents of our Website at any time, but we have no obligation to update any information. You agree that it is your responsibility to monitor changes to our Website and our Terms.
15. DISCLAIMERS
Your use of the Website and Services is at your sole risk. All Services are provided on an "AS IS" and "AS AVAILABLE" basis and are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. We reserve the right to remove or modify any of our Services for indefinite periods of time or to cancel them at any time, without notice to you.
The Company and its subsidiaries, affiliates and licensors do not warrant that (i) the Website and Services will be uninterrupted, timely, secure, error-free secure or available at any particular time or location; (ii) any errors or defects will be corrected; (iii) the Website is free of viruses or other harmful components; (iv) the results of using the Website and Services will meet your requirements or be accurate or reliable.
16. GUARANTEES
We appreciate your utilization of our Services such as consulting work, in-person sessions, courses, coaching programs, videos, audios, teleclasses, webinars, newsletters and other offerings, and so we’ve taken every effort to ensure we accurately represent their potential to help your business grow. However, nothing in our Services or on our Website represents a promise or guarantee of positive growth or changes in your business. Your level of success in attaining your desired results is dependent upon a number of factors including your commitment, self-honesty, self-responsibility, dedication, patience, openness, and will. Because these factors differ for every individual and business entity, we cannot guarantee your success or results. Any forward-looking statements or content on our Website are simply our opinion and thus are not guarantees or promises for actual outcomes. No guarantees are made that you will achieve any results from the ideas or models presented on our Website, and we offer no professional financial or legal advice.
17. TESTIMONIALS
The experiences expressed in client Comments and testimonials on our website are not a guarantee of what you should expect to experience. Although Energy Balance and our affiliates, facilitators, companies and representatives accept all testimonials in good faith, the Company and its affiliates, facilitators, companies and representatives have not independently examined the specific results or claims of any of our clients, and therefore have not verified the any specific experiences, improvements, changes or quoted results. Results and experiences described in Comments and testimonials may or may not be typical, your results or experiences may vary and there is the possibility that you will not experience any changes at all or achieve your goals. The changes that you make are totally up to you based on the factors stated in the Guarantees section above.
18. CONTENT
Occasionally there may be information on our Website or in our Services descriptions that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice, including after you have submitted your order. We undertake no obligation to update, amend or clarify information in the descriptions of our Services, including without limitation, pricing information, except as required by law.
19. RESOLUTION OF DISPUTES
If any differences or disputes arise between the Company and the Client in connection with these Terms, they shall use all reasonable endeavors to resolve them by discussions between themselves internally at the working level before escalating the issues through their respective management structures or engaging third parties.
20. LEGAL JURISDICTION
Agreements with the Company and these Terms and everything arising in connection with it, including non-contractual matters, shall be construed and have effect in accordance with the laws of Ohio, United States, without regard to its conflict of law provisions, and are subject to the jurisdiction of such courts. The legal construction of the clauses herein shall not be affected by any marginal notes.
21. SEVERABILITY
The unenforceability or invalidation of any part of these Terms or any clause thereof shall not render unenforceable, invalidate or otherwise affect any other part of the said Terms or clauses thereof, and the remaining provisions of these Terms will remain in effect. If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of these Terms, that will not amount to a waiver of those rights or that provision.
If any provision or part-provision of these Terms are or becomes invalid, illegal, or unenforceable, the Terms shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partial-provision shall be deemed deleted. Any modification to or deletion of a provision or partial-provision under this clause shall not affect the validity and enforceability of the remainder of the Terms.
22. FORCE MAJEURE
Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under these Terms if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party. If a party is affected by any circumstance or event beyond its reasonable control, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavors to minimize the impact on the obligations that are affected.
23. CHANGES
We reserve the right to change, at our sole discretion, these Terms at any time without notice, and by using our Services or the Website you are agreeing to the Terms as they appear, whether or not you have read them. If you do not agree with these Terms, please do not use our Services or our Website.
It is your responsibility to check our Website periodically for changes and updates. By continuing to access or use our Website after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Services.
24. TERMINATION
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Website.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any Term or provision of these Terms, we may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination and accordingly we may deny you access to our Services (or any part thereof).
We may terminate or suspend your access to the Website immediately, without prior notice or liability, at our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. The obligations and liabilities of you and us incurred prior to the termination date shall survive the termination of this agreement for all purposes.
25. ENTIRE DOCUMENT
The Company and Client agree that this document contains the entire Terms between the parties and that these shall not be modified, changed, altered or amended in any way except through a written amendment signed by authorized representatives of both parties. If either party wishes to propose a change to the Services or any other provision of these Terms, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree new terms that are necessary to implement the change.
26. CONTACT
If you have any questions about these Terms, please contact us +00 (1) 704-796-7585 or complete and submit the form on our Contact page, including the specifics of your request.
Energy Balance LLC | Effective Date: 01-Oct-2020
Please read these Terms and Conditions ("Terms") carefully before engaging Energy Balance LLC (“Energy Balance”, “Company”, "us", "we", or "our") for products (“Goods”) or services, other offerings, units of work, travel, and reporting that may be the subject of an order (collectively “Services”) and before using the https://www.eb-web.net/ website (the "Website") operated by the Company.
These Terms apply to all clients, visitors, users and others (collectively “Clients”, “you”, and “your”) who wish to use our Services or Website and your access to and use of our Services and Website is conditioned upon your acceptance of and compliance with these Terms. If you disagree with any part of the Terms then you do not have permission to use our Services or Website. The headings used in the documentation of our Terms are included for convenience only and will not limit or otherwise affect the Terms.
1. OVERVIEW
By visiting our Website and/or purchasing something from us, you are engaging in our Services and agree to be bound by the Terms described here. These Terms apply to all Clients and users of our Website, including without limitation users who are browsers, vendors, customers, merchants, and content contributors.
These Terms apply to and shall be deemed to be included in any purchase order or contract for sale of Goods or Services entered into with the Company, howsoever arising. Where such Terms are in conflict with those set out in any specification, quotation, offer to purchase, or order received from the Client, these conditions shall prevail unless otherwise agreed by the Company in writing. Our Website purchase portal (the “Store”) is hosted by Square, Inc. who provides us with the e-commerce platform that allows us to sell some of our Services to you online.
Energy Balance provides Goods and Services and operates this Website and we invite you to engage with us. This Website and its content, including blog articles, documents, and descriptions of Goods and Services, are designed to educate and assist you in your business journey. We may encourage you to express yourself in this space via comments in discussion forums and so on. However, we ask that you please be responsible and respectful in what you write in our discussion areas. It is fine to be critical and voice your opinion, but rudeness and personal attacks are not acceptable. In particular, make sure that none of the prohibited items described below appear in your writing or your links (things like spam, viruses, or hate content).
The headings herein are for convenience only and shall not affect its interpretation. Use of the word “including” is without prejudice to the generality. Any reference in these Terms to any provision shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
At any time we may add new content, features, offers or tools to our Website that will by default become subject to these Terms. You can review the most current version of our Terms on this web page at any time, and it is your responsibility to do so. Your continued use of or access to our Website following the posting of any changes constitutes acceptance of those changes.
2. STATUS
The Company and the Client are independent entities and nothing contained in these Terms shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.
The Company shall have no authority to incur any liability or expense on behalf of the Client or to make any promise, representation or commitment that might be binding on the Client without the prior written consent of the Client.
3. INTELLECTUAL PROPERTY
Intellectual Property (“IP”) is all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database rights, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.
Any pre-existing IP of either party that are made available for use in connection with the provision of the Goods and Services shall remain vested with the original party. The other party shall have a license to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Goods and Services. The Company warrants to the Client that the outputs from the provision of the Goods and Services (the “Deliverables”) including those described in any quotation or proposal (“Scope of Supply”, or “Statement of Work”) will not in any way infringe the IP of any other party and the Company will indemnify the Client and keep the Client fully indemnified in respect of any losses, liabilities, demands, actions and claims that the Client might incur or suffer as a result of any breach of this warranty.
The Company shall have no liability when an alleged infringement arises from the Client using the Deliverables in any manner or for any purpose other than those for which they were provided. If indemnity related to the use of Deliverables is called upon, the Client shall promptly notify the Company in writing of the claim, give the Company such assistance and information that the Company reasonably requires, make no admission or settlement without the Company’s prior written consent, and allow the Company to have control over the conduct of the relevant elements of the claim, including any litigation.
Subject to these Terms and receipt of any applicable payments, all software Goods provided by the Company to the Client are provided subject to a non-transferable, non-exclusive license to use the software in object code format only. The Company reserves all rights to the software Goods not expressly granted. Except as set forth in these Terms, no express or implied license, moral rights, or other right of any kind is granted to the Client regarding the software Goods. Without limiting the foregoing, and except as set forth otherwise in these Terms, the Client shall not, nor permit others to: (i) store, run, display, load, use, produce, receive, reproduce, copy, market, sell, rent, distribute, transfer, translate, modify, adapt, disassemble, decompile, or reverse engineer the Company's Goods; or create derivative works based thereon, any portions thereof or using any information derived from the Company’s Goods; (ii) obtain possession of any source code or other technical material related to the Company’s Goods.
All Intellectual Property rights that are created in the course of the provision of Services and in the Deliverables shall belong to the Company. The Client shall have a royalty free, perpetual license to use those rights as envisaged by the consultancy engagement for the Company’s Services that may include a Statement of Work (the “Agreement”) to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
The Website and its original content, features and functionality, and the intellectual property rights of all the materials, documents, products, programs, workshops, videos, audios, and live events, provided to you or shared with you through or by this Website, in print, and by email and other digital mediums are and will remain the exclusive property of Energy Balance and its licensors.
Our Website and its content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks, trade dress and content may not be used in connection with any product or service without the prior written consent of the Company. For the avoidance of doubt, you must not adapt, edit, change, transform, publish, republish, distribute, redistribute, broadcast, rebroadcast, or show or play in public any of the Website content in any form or media without the prior written permission of Energy Balance. Energy Balance will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of the Company or others. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to the Company.
We take the protection of our intellectual property very seriously. If we discover that you have breached these Terms, we may bring legal proceedings against you and seek monetary damages and/or an injunction to stop you using the materials. You could also be ordered to pay our legal costs.
If you believe that material located on or linked to by our Website violates your copyright, you are encouraged to notify the Company. We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material.
4. CONFIDENTIALITY
The Company and the Client may during the course of an Agreement and in connection with provision of Goods or Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”). The receiving party shall keep all information identified as Confidential Information confidential and not disclose it to any person, save as required by law), and use the Confidential Information only for the purpose for which it was provided and for no other purpose.
5. SERVICE TERMS
We reserve the right to limit or refuse our Services to anyone for any reason at any time. In the event that we make a change to or cancel an order, we will endeavor to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. All descriptions and pricing is subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue or modify any Service (or any part or content thereof) at any time. We do not warrant that the quality of any Services, other offerings, information, or other material purchased or obtained by you will meet your expectations, or that any errors will be corrected. The Company shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of our Services.
You agree to provide current, complete and accurate purchase and account information for all your purchases. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You understand that your content, with the exception of credit card information, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Your credit card information is always encrypted during transfer over networks. Your submission of personal information through our Website and our store is governed by our Privacy Policy.
The Company shall provide and perform the Services on these Terms, and will do so in compliance with all applicable laws, regulations, codes of practice and professional standards; with reasonable skill and care; in accordance with these Terms, including the timescales specified in any Statement of Work.
6. PROFESSIONAL SERVICES
The information contained in or made available through the Website, including but not limited to information contained on blog posts, in text and downloadable files, videos, programs, products, newsletters, or in teleclasses and webinars, cannot replace or substitute for the services of trained professionals in any field, including, but not limited to those with professional credentials in financial or legal matters.
7. PRICES AND PAYMENTS
Quotation prices are valid for 30 days unless specified otherwise. Any purchase order received after the expiry of a Quotation may be subject to revision. The Company also reserves the right to revise its prices where an estimate is based on a stated quantity which is greater or less than the quantity ordered.
If the Client does not pay any invoice by the due date for payment the Company may, without prejudice to any other rights and remedies that it may have, suspend provision of the Services until payment in full without any set-off or deduction and including any interest and late fees is received.
8. PERSONNEL
The Company shall use reasonable endeavors to ensure that the same personnel provide the Services in order to maintain consistency and build a relationship with the Client, and to ensure that its personnel comply with the Client’s site regulations when the Company’s personnel are on the Client’s premises.
The Client shall not at any time during the term of any Agreement or for a period of six (6) months following its expiry or termination employ or solicit for employment or engage on any basis any member of the Company’s personnel, whether employed or engaged on some other basis by the Company. The Client acknowledges the cost to the Company of losing and replacing any such person and the Client agrees that if it breaches this clause, the Client shall pay to the Company an amount equal to the person’s aggregate annual gross compensation package.
9. CLIENT OBLIGATIONS
The Client shall make such decisions and provide such instructions as the Company shall require and at the time that the Company requires to enable the Company to provide the Services. The Client acknowledges that the Company’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by the Company.
The Client shall provide the Company with such information and access to such facilities and personnel as the Company shall reasonably require in order to provide the Services.
10. LINKS AND EXTERNAL REFERENCES
Our Website may contain links to third party (external) websites and services that are independent in all respects to us and not owned or controlled by Energy Balance. We strongly advise you to read the terms and privacy policies of any third party web sites or services that you visit. Energy Balance makes no representation or warranty as to the accuracy, completeness, or authenticity of the information or opinions contained in any such linked website. Any link to another website shall not in any manner be construed as an endorsement by us of that website or of the products or services described therein. You acknowledge and agree that Energy Balance shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any such third party web sites or services.
You may establish links to our Website provided that (i) the link in no way implies our sponsorship of your company, offerings, or website; (ii) you do not remove or obscure the copyright notice or other notices on our Website; (iii) you discontinue the link if instructed to do so by us; and (iv) you do not republish, redistribute or otherwise make copies of the materials or products on our Website as part of the link, including by framing or similar means or otherwise.
11. USER CONTENT SUBMISSIONS
If, at our request, you send certain specific content submissions (for example, information for an article) or, without a request from us, you send creative ideas, suggestions, proposals, plans, or other content, whether online, by email, by postal mail, or otherwise (collectively “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation to (i) maintain any Comments in confidence; (ii) pay compensation for any Comments; or (iii) to respond to any Comments.
We may, but have no obligation to, monitor, edit or remove Comments that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, otherwise objectionable or content that violates any party’s intellectual property or these Terms. You are solely responsible for any Comments you make and their accuracy. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us as to the origin of any Comments. You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, spam, threats or incite violence, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing), or contain any computer virus or other malware that could in any way affect the operation of our Website or any related website.
12. PROHIBITED USES
In addition to other prohibitions as set forth in these Terms, you are prohibited from using our Website or its content for (i) any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (vi) to submit false or misleading information; (vii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of our Website, other websites, or the Internet; (viii) to collect or track the personal information of others; (ix) to spam, phish, pharm, pretext, spider, crawl, or scrape; (x) for any obscene or immoral purpose; or (xi) to interfere with or circumvent the security features of our Website, other websites or the Internet. We reserve the right to terminate your use of the Website and our Services for violating any of the prohibited uses.
13. INDEMNIFICATION
You agree to defend, indemnify and hold harmless the Company and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (i) your use and access of our Website and Services; or (ii) any breach of these Terms.
14. LIMITATION OF LIABILITY
In no event shall the Company, nor its directors, employees, partners, agents, suppliers or affiliates, be liable for any indirect, incidental, punitive, special, consequential damages of any kind, including without limitation, loss of profits, loss of revenue, loss of business, loss of contract, loss of savings, loss of data, replacement costs, loss of use, loss of goodwill, other intangible losses or any similar damages, or failure to make anticipated savings or any indirect or consequential loss, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of our Services or other offerings resulting from (i) your access to or use of or inability to access or use the Website; (ii) any conduct or content of any third party mentioned on the Website; (iii) any content obtained from the Website; (iv) any errors or omissions in any content; (v) any loss or damage of any kind incurred as a result of the use of our Services and other offerings and any content posted, transmitted, or otherwise made available via the Website, even if advised of their possibility; or (vi) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions our liability shall be limited to the maximum extent permitted by law.
Nothing in these Terms shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud. The maximum aggregate liability of the Company to the Client under or in connection with these Terms and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Client under the relevant Agreement six (6) months prior to the date on which such liability arises.
We are not responsible if information made available on the Website that is not accurate, complete or current. We take no responsibility and assume no liability for any Comments posted by you or any third-party. The material on our Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on our Website is at your own risk. The Website may contain certain historical information that, by definition, is not current and is provided for your reference only. We reserve the right to modify the contents of our Website at any time, but we have no obligation to update any information. You agree that it is your responsibility to monitor changes to our Website and our Terms.
15. DISCLAIMERS
Your use of the Website and Services is at your sole risk. All Services are provided on an "AS IS" and "AS AVAILABLE" basis and are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. We reserve the right to remove or modify any of our Services for indefinite periods of time or to cancel them at any time, without notice to you.
The Company and its subsidiaries, affiliates and licensors do not warrant that (i) the Website and Services will be uninterrupted, timely, secure, error-free secure or available at any particular time or location; (ii) any errors or defects will be corrected; (iii) the Website is free of viruses or other harmful components; (iv) the results of using the Website and Services will meet your requirements or be accurate or reliable.
16. GUARANTEES
We appreciate your utilization of our Services such as consulting work, in-person sessions, courses, coaching programs, videos, audios, teleclasses, webinars, newsletters and other offerings, and so we’ve taken every effort to ensure we accurately represent their potential to help your business grow. However, nothing in our Services or on our Website represents a promise or guarantee of positive growth or changes in your business. Your level of success in attaining your desired results is dependent upon a number of factors including your commitment, self-honesty, self-responsibility, dedication, patience, openness, and will. Because these factors differ for every individual and business entity, we cannot guarantee your success or results. Any forward-looking statements or content on our Website are simply our opinion and thus are not guarantees or promises for actual outcomes. No guarantees are made that you will achieve any results from the ideas or models presented on our Website, and we offer no professional financial or legal advice.
17. TESTIMONIALS
The experiences expressed in client Comments and testimonials on our website are not a guarantee of what you should expect to experience. Although Energy Balance and our affiliates, facilitators, companies and representatives accept all testimonials in good faith, the Company and its affiliates, facilitators, companies and representatives have not independently examined the specific results or claims of any of our clients, and therefore have not verified the any specific experiences, improvements, changes or quoted results. Results and experiences described in Comments and testimonials may or may not be typical, your results or experiences may vary and there is the possibility that you will not experience any changes at all or achieve your goals. The changes that you make are totally up to you based on the factors stated in the Guarantees section above.
18. CONTENT
Occasionally there may be information on our Website or in our Services descriptions that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice, including after you have submitted your order. We undertake no obligation to update, amend or clarify information in the descriptions of our Services, including without limitation, pricing information, except as required by law.
19. RESOLUTION OF DISPUTES
If any differences or disputes arise between the Company and the Client in connection with these Terms, they shall use all reasonable endeavors to resolve them by discussions between themselves internally at the working level before escalating the issues through their respective management structures or engaging third parties.
20. LEGAL JURISDICTION
Agreements with the Company and these Terms and everything arising in connection with it, including non-contractual matters, shall be construed and have effect in accordance with the laws of Ohio, United States, without regard to its conflict of law provisions, and are subject to the jurisdiction of such courts. The legal construction of the clauses herein shall not be affected by any marginal notes.
21. SEVERABILITY
The unenforceability or invalidation of any part of these Terms or any clause thereof shall not render unenforceable, invalidate or otherwise affect any other part of the said Terms or clauses thereof, and the remaining provisions of these Terms will remain in effect. If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of these Terms, that will not amount to a waiver of those rights or that provision.
If any provision or part-provision of these Terms are or becomes invalid, illegal, or unenforceable, the Terms shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partial-provision shall be deemed deleted. Any modification to or deletion of a provision or partial-provision under this clause shall not affect the validity and enforceability of the remainder of the Terms.
22. FORCE MAJEURE
Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under these Terms if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party. If a party is affected by any circumstance or event beyond its reasonable control, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavors to minimize the impact on the obligations that are affected.
23. CHANGES
We reserve the right to change, at our sole discretion, these Terms at any time without notice, and by using our Services or the Website you are agreeing to the Terms as they appear, whether or not you have read them. If you do not agree with these Terms, please do not use our Services or our Website.
It is your responsibility to check our Website periodically for changes and updates. By continuing to access or use our Website after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Services.
24. TERMINATION
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Website.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any Term or provision of these Terms, we may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination and accordingly we may deny you access to our Services (or any part thereof).
We may terminate or suspend your access to the Website immediately, without prior notice or liability, at our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. The obligations and liabilities of you and us incurred prior to the termination date shall survive the termination of this agreement for all purposes.
25. ENTIRE DOCUMENT
The Company and Client agree that this document contains the entire Terms between the parties and that these shall not be modified, changed, altered or amended in any way except through a written amendment signed by authorized representatives of both parties. If either party wishes to propose a change to the Services or any other provision of these Terms, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree new terms that are necessary to implement the change.
26. CONTACT
If you have any questions about these Terms, please contact us +00 (1) 704-796-7585 or complete and submit the form on our Contact page, including the specifics of your request.