Terms and Conditions - 10x Stage Agenct

Last Revised: October 22, 2024

Welcome and thank you for your interest in the AYR Stage Agency, LLC website (the “Site”) owned and operated by AYR Stage Agency, LLC, operating as 10X Stages, (the “COMPANY”, “We”, “Our”, or “Us”). These Terms of Service govern your access and use of the Site and all publicly available content, services and/or products provided by the Us, including through the Site (collectively, the “Services”). Visitors to the Site and users of the Services are referred to herein individually as “User” and collectively as “Users”.

These terms and conditions govern your use of this website. By accessing this website, you are acknowledging and accepting these terms and conditions. These terms and conditions are subject to change by AYR Stage Agency, LLC operating as 10X Stages (hereinafter “Company”, “We” or collectively “Companies”) at any time and at our discretion without notice. Except as specified elsewhere herein, your use of this website after any changes are implemented constitutes your acceptance of the changes. As a result, we encourage you to consult the terms and conditions each time you use this website. If you do not agree with the terms and conditions, please do not use or access the website.

By accessing and using the Site or Services, you accept without modification of all the terms and conditions contained herein and all other operating rules, policies (including without limitation Our Privacy Policy), any future modifications that may be published from time to time without notice to you or liability for such change on the Site or otherwise provided to you, and any additional terms and conditions to which you have agreed in connection with specific features, applications, products, or services provided by the Site or the Services (collectively, the “Terms”). In order to access some Services, you may have to create an account, pay a Membership Fee, and become a registered user of the Services. If you are entering into these Terms on behalf of an entity or any third-party, such as a company you control, you represent that you have the legal authority to bind that entity to these Terms. BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE SITE.

Please read carefully, and note our MANDATORY ARBITRATION PROVISION and WAIVER OF CLASS ACTION PROVISION.

IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE OF THE SITE OR THE SERVICES.

By either filling out our contact form in order to use the Services, you give us express written consent to contact you by phone (mobile or land line), or e-mail, or text messages to (i) provide notices regarding your account or account activity, (ii) investigate or prevent fraud, or (iii) collect a debt owed to us. You agree that we may contact you using autodialed or prerecorded message calls and text messages to carry out the purposes we have identified above. We will not use autodialed or prerecorded message calls or texts to contact you for marketing purposes at the telephone number(s) you designate unless we receive your prior express written consent. You do not have to consent to receive autodialed or prerecorded message calls or texts in order to use the Services. We will not share your mobile phone number(s) with third parties for marketing purposes. Standard telephone minute and text charges may apply.YOU EXPRESSLY AGREE THAT WE MAY CONTACT YOU EVEN IF YOU HAVE PREVIOUSLY REGISTERED YOUR PHONE WITH A FEDERAL OR STATE “DO NOT CALL” REGISTRY. You have the right to withdraw your consent and may opt-out of receiving phone calls by contacting us in any of the methods listed in the “Contact” section of the Website. In addition, you may opt-out of e-mails by clicking the “unsubscribe” link in any e-mail we send to you, and may opt-out of text messages by replying “STOP” to text messages you receive from us or by contacting us using the contact information below. When we receive your request, we will take reasonable steps to remove your name from our distribution lists. Please be advised that it may take a period of time to remove your name from our lists after your request due to technology and other limitations, and therefore you may still receive materials for a period of time after you opt out. If you opt-out and then re-enable any of these services, you will be deemed to have again given us your express written consent to contact you via any services you re-enable.

1. INTELLECTUAL PROPERTY

You acknowledge and agree that all content and materials available on this site and any products or services you purchase from us are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by COMPANY, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. To the extent permitted by applicable laws, you also hereby confirm that you are not purchasing or accessing the materials of COMPANY for the purposes of creating a derivative product.
As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on this site and any products or services you purchase from us are strictly prohibited without the express written permission of COMPANY. For information on requesting such permission, please contact us using the contact information listed in the section entitled “Contacting Us”. You agree that by participation in or attending any COMPANY event, you expressly agree not to record by audio or video any portion of the event, nor will you publish, post on the internet or otherwise make publicly available any recording of any portion of the event. You also understand and agree that all written and/or electronic materials provided by COMPANY in connection with the event are protected by the copyright laws, and you agree not to use any and all such written/electronic materials (collectively, the “Materials”) in any form after the event, other than for your personal use. You further agree that, other than for your personal use, you shall not make any summary or other derivative work of the event or the Materials in electronic, written, audio, video or any other form, and post or publish online or otherwise distribute to any third parties any such summary materials.
By posting or submitting any material (including, without limitation, comments, blog entries, Facebook postings, photos and videos) to the COMPANY through the web site, internet groups, social media venues, or to any of our staff via email, text or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are eighteen years of age or older. In addition, when you submit, email, text or deliver or post any material, you are granting the COMPANY, and anyone authorized by COMPANY, a 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 such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant the COMPANY, and anyone authorized by the COMPANY, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate. For the sake of clarification, nothing contained in this section is meant to transfer ownership of any of my underlying intellectual property that I may share with the Companies. This provision is referring to the Impressions and recordings in which you appear.

2. ABILITY TO ACCEPT TERMS AND CONDITIONS

You affirm that you are either more than 18 years of age, or an emancipated minor, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions.

3. REFUND POLICY

The COMPANY offers online registration for a number of its programs. Current refund policies are as follows, and may change from time-to-time. If the program or product is not listed below we do not offer refunds on those programs or products.

10X STAGES ON DEMAND

The Client hereby acknowledges that there is a twelve (12) month minimum commitment to join the 10X Stages On-Demand Product (“SOD”) as a client, but is more specifically described in the Agreement you signed when joining SOD. After this term, this contract will automatically renew on an annual basis (depending on your payment preferences) until either party gives notice in writing that they do not wish to continue the agreement with a minimum 30 days notice.
Client agrees to schedule their Program Onboarding Call within fifteen (15) days of signing this contract and completing payment. Changing Client’s Program Onboarding Call date will not result in a change to Client’s payment plan dates outlined in their Agreement, and all scheduled payments are due as originally scheduled. Client agrees to remit payment to 10X Stages as per their specific contract they signed upon engaging SOD services. Said contract stipulates that:

If multiple payments are selected to pay for the services, each payment will be auto-billed on the 1st of every month.
If you are using a third-party lender, both merchant and transaction fees are a part of the terms of the loan and you understand you are responsible for these fees.
COMPANY is not associated or in any business relationship with any third-party lender made available for your use, and you are responsible for performing any due diligence with respect to your third-party lender. You agree that COMPANY is not liable for issues that arise from your use of a third-party lender, and if your Agreement is terminated for any reason, you may still be liable for payments under any lender agreement you sign.

Stages take time to cultivate (3 - 9 months) and results may not be experienced until 6 months into SOD. SOD is heavily dependent on the time and effort the Client applies to SOD to see successful results.
10X Stages is not responsible for negotiating the opportunities on behalf of SOD Clients.
Client authorizes the company to charge your credit or debit card, or cash your check, as indicated, as payment for your participation as a client of 10X Stages On Demand. Furthermore, you agree that you are responsible for full payment of fees for the entire term of the program and/or post-term services, regardless of whether you have selected a lump sum or monthly payment plan.
If monthly payment becomes more than 10 days late, 10X Stages reserves the right to suspend access to SOD until all payments have been caught up per the payment schedule.
Other than with respect to your payment obligations hereunder, neither party shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, lockouts, fires, acts of God, or terrorism. Notwithstanding the foregoing, the affected party shall promptly provide written notice (i.e. email) thereof to the other party, which notice shall include a detailed description of the event of force majeure along with the affected party’s best estimate of the length of time such event will delay or prevent their obligations to the other party in this working relationship.
YOU MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR OBLIGATION WITHIN THREE (3) BUSINESS DAYS FROM THE DATE OF THIS ORDER FORM by emailing info@10xstages.com. To further clarify, no refunds will be issued after three business days, and all monthly payments must be paid on a timely basis.

TRANSFERS FROM 10X STAGE AGENCY TO 10X STAGES ON DEMAND

On a case-by-case basis, Client and 10X Stages may jointly determine a better product fit for the Client is 10X Stages on Demand instead of 10X Stages Agency after Client has already began receiving services through 10X Stage Agency. In that instance, Client acknowledges that:

Client will be required to enter into a new client agreement in writing for 10X Stages On-Demand and that any prior agreement for 10X Stage Agency will terminate upon the program commencement date as outlined in the new client agreement.
Payments due and owing under the 10X Stage Agency will not be prorated and wil not result in any credit amounts towards 10X Stage Agency.
Client is held to the same terms and conditions as outlined above in Section B for 10X Stages On Demand, however, Client is not responsible for an Initial Set-Up Fee because that has already been paid under their prior purchase of the 10X Stage Agency product.

ACCELERATOR PROGRAM

Client agrees to schedule their Program Onboarding Call within fifteen (15) days of signing this contract and completing payment. Changing Client’s Program Onboarding Call date or other scheduled dates in the Program will not result in a change to Client’s payment plan dates outlined in their Agreement, and all scheduled payments are due as originally scheduled. Client agrees to remit payment to 10X Stages as per their specific contract they signed upon engaging Accelerator Program services. Said contract stipulates that:

If multiple payments are selected to pay for the services, each payment will be auto-billed monthly.
If you are using a third-party lender, both merchant and transaction fees are a part of the terms of the loan and you understand you are responsible for these fees.
COMPANY is not associated or in any business relationship with any third-party lender made available for your use, and you are responsible for performing any due diligence with respect to your third-party lender. You agree that COMPANY is not liable for issues that arise from your use of a third-party lender, and if your Agreement is terminated for any reason, you may still be liable for payments under any lender agreement you sign.

Stages take time to cultivate (3 - 9 months) and results may not be experienced until 6 months into the Accelerator Program, which is heavily dependent on the time and effort the Client applies to the Accelerator Program to see successful results.
10X Stages is not responsible for negotiating the opportunities on behalf of Clients.
Client authorizes the company to charge your credit or debit card, or cash your check, as indicated, as payment for your participation as a client of 10X Stages Accelerator. Furthermore, you agree that you are responsible for full payment of fees for the entire term of the program and/or post-term services, regardless of whether you have selected a lump sum or monthly payment plan.
If monthly payment becomes more than 10 days late, 10X Stages reserves the right to suspend access to the Accelerator Program until all payments have been caught up per the payment schedule.
Other than with respect to your payment obligations hereunder, neither party shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, lockouts, fires, acts of God, or terrorism. Notwithstanding the foregoing, the affected party shall promptly provide written notice (i.e. email) thereof to the other party, which notice shall include a detailed description of the event of force majeure along with the affected party’s best estimate of the length of time such event will delay or prevent their obligations to the other party in this working relationship.
YOU MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR OBLIGATION WITHIN THREE (3) BUSINESS DAYS FROM THE DATE OF THIS ORDER FORM by emailing info@10xstages.com. To further clarify, no refunds will be issued after three business days, and all monthly payments must be paid on a timely basis.

WORKSHOPS and INCUBATOR PROGRAMS (i.e: 10X WORKSHOP or 10X STAGES WEBINAR INCUBATOR)

You are responsible for full payment of fees for the entire program and/or services, regardless of whether you have selected a lump sum or monthly payment plan. You must satisfy the total payment allocated to the agreed-upon workshop before attending.
YOU MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR OBLIGATION WITHIN THREE (3) BUSINESS DAYS FROM THE DATE OF THIS ORDER FORM by emailing info@10xstages.com. To further clarify, no refunds will be issued after three business days, and all monthly payments must be paid on a timely basis.
Client agrees to remit payment to COMPANY as per their specific contract they signed upon engaging COMPANY’s services. Said contract stipulates that:

If multiple payments are selected to pay for the services, each payment will be auto-billed in 30-day increments, unless otherwise noted.
If you are using a third-party lender, both merchant and transaction fees are a part of the terms of the loan and you understand you are responsible for these fees.
If monthly payment becomes more than 30 days late, the entire balance becomes due and payable at day 31.

Should a circumstance arise where you cannot attend the workshop or incubator program for which you were bonuses a ticket or paid to attend and registered for a specific date, your ticket is transferable to the same workshop or incubator program scheduled to a future date within one (1) year of purchase, subject to the conditions set forth below.

If such a transfer is deemed necessary, you must notify COMPANY at least 14 calendar days prior to the Workshop for which you registered for there to be no penalty. If you notify COMPANY within 14 calendar days of the workshop or incubator program start date, you will be charged a $500 change fee to cover the expenses that have already been contracted or ordered on your behalf for attendance at the original workshop or incubator program date.
If you are not able to attend the workshop or incubator program within one year of purchase, recordings of a prior workshop or incubator program will be sent to you and your product purchase will be considered fulfilled and delivered to you. COMPANY is not responsible for any additional refunds or transfers to you under this circumstance.

All coaching sessions included in The Webinar Incubator must be utilized within 3 months (90 days) of the purchase date or they will be forfeited.
Other than with respect to your payment obligations hereunder, neither party shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, lockouts, fires, acts of God, or terrorism. Notwithstanding the foregoing, the affected party shall promptly provide written notice (i.e. email) thereof to the other party, which notice shall include a detailed description of the event of force majeure along with the affected party’s best estimate of the length of time such event will delay or prevent their obligations to the other party in this working relationship.

DIGITAL COURSES

There is an initial 72 business hour refund period, after which there are NO REFUNDS available for any digital courses or monthly memberships other than those specifically stated in this Section 3 Part D. In order to maintain access to membership site content, monthly membership payments must be made. In the event payment fails or membership fees are not paid, access to the membership site will be revoked.

10X Stages Webinars Digital Course: We offer a conditional refund for purchases on the 10X Stages Webinars Digital Course within 90 days of purchase.

You must submit proof that you did the work in the course, and if bonused the 10X Stages Workshop with your purchase of the 10X Stages Webinars Digital Course, that you attended the workshop. In the event that you request a refund, within 90 days of enrollment, contact our support team at info@10xstages.com and let us know you’d like a refund by the 90th day at 11:59 PM MT.
You must include your coursework with your request for a refund (and when applicable, you must also return any physical items shipped to you as outlined below). If you request a refund and do not include your coursework and the return of any physical products originally shipped to you with a postmark or proof of shipping by the 90th day, you will not be granted a refund.
You must submit with your request for a refund completed handouts and/or worksheets for all exercises in Modules 1 and 2.
Return any physical products that you received with the digital course to the following address:

ATTN: 10X Stages
PO Box 63138
Colorado Springs, CO 80962

A refund will NOT be given unless you have completed the exercises and submitted the proof explained above. If COMPANY cannot verify your compliance from the information you provided, then no refund will be given.
COMPANY will NOT provide refunds more than 90 days following the date of purchase. After day 90, all payments are non-refundable and you are responsible for full payment of the fees for the program regardless if you complete the program.
In the event you are bonused a 10X Stages Workshop with your 10X Stages Webinars Digital Course, you may attend any workshop within the next 90 days.
In the event you attend the bonused 10X Stages Workshop and request a refund of the 10X Stages Webinars Digital Course, you are entitled to reimbursement of travel expenses to the 10X Stages Workshop up to a maximum of Five-Hundred Dollar ($500).
Please note: If you opted for a payment plan and have not refunded according to the refund policy within 90 days, you are required to complete the remaining payments of your payment plan.
All refunds outside of this policy are discretionary as determined by COMPANY.

10X Stages Digital Course:

We offer a 14-day conditional refund for purchases on the 10X Stages Digital Course. However, in order to qualify for a refund, you must submit proof that you did the work in the course and it did not work for you. In the event that you decide your purchase was not the right decision, within 14 days of enrollment, contact our support team at info@10xstages.com and let us know you’d like a refund by the 14th day at 11:59 PM MT.
You must include your coursework with your request for a refund (and when applicable, you must also return any physical items shipped to you as outlined below). If you request a refund and do not include your coursework and the return of any physical products originally shipped to you with a postmark or proof of shipping by the 14th day, you will not be granted a refund.
You must submit with your request for a refund completed handouts and/or worksheets for all exercises in Modules 1 and 2.
Return any physical products that you received with the 10X Stages Digital Course to the following address:
        ATTN: 10X Stages
        PO Box 63138
        Colorado Springs, CO 80962
A refund will NOT be given unless you have completed the exercises and submitted the proof explained above. If COMPANY cannot verify your compliance from the information you provided, then no refund will be given.
COMPANY will NOT provide refunds more than 14 days following the date of purchase. After day 14, all payments are non-refundable and you are responsible for full payment of the fees for the program regardless if you complete the program.
Please note: If you opted for a payment plan and have not refunded according to the refund policy within 14 days, you are required to complete the remaining payments of your payment plan.
All refunds outside of this policy are discretionary as determined by COMPANY.

STAGE CATALYST

If you are signing up for the Stage Catalyst product, you can sign up for either an annual or monthly payment plan with a 6-month minimum commitment on the monthly payment plan option. Your payment plan will automatically renew on a monthly or annual basis as applicable. You can cancel your payment plan at any time. If you cancel your payment plan, you will not receive a refund or credit for any amounts that have already been billed.

THE GREAT AMERICAN SPEAKOFF

Please see complete Competition Criteria here: https://10xstages.com/tgas-terms-2024

EVENT TICKETS (NOT INCLUDING WORKSHOPS)

ALL EVENT TICKET ACCESS LEVELS:

Tickets Received As A Bonus To Another Program: There are no refunds or in-kind cash value transfers for tickets received as a bonus. The ticket is non-transferable, regardless of circumstance, as this is a one-time virtual event. Participants that do not timely register for the virtual event may not be granted access and the ticket will be deemed forfeited.
Tickets You Purchased: Full-price tickets that you purchased are non-refundable and non-transferrable, regardless of circumstance.
Tickets You Upgraded: Upgrades you purchase are non-refundable and non-transferrable, regardless of circumstance.
COMPANY reserves the right to substitute any virtual or live event ticket, whether gratis or purchased, due to participation issues, technology issues, venue restrictions, venue cancellations or any other reason deemed necessary to ensure a successful event.
Gratis or purchased live event tickets may be limited in supply and failure to redeem a ticket or register for an event will result in forfeiture of that ticket.

IN-PERSON ACCESS TICKETS:

You are responsible for all costs associated with travel (flights, transfers, meals on the road) to attend and be present at this event.
You are responsible for your own lodging costs, which may be arranged at any hotel/venue you choose and not through a room block arranged by the Company.
If a virtual attendance level is available, you are able to request a virtual-only access ticket if your circumstances change and you are not able to attend in person. However, no refund or credit will be extended by the fulfillment of this request by Company due to the financial obligations already committed to on your behalf by Company.
COMPANY takes the health and safety of our community members seriously. You acknowledge and understand that you will not be allowed to attend the in-person component of the event should you begin feeling unwell or test positive for COVID-19 within 2 weeks of the in-person access to the event. There will be no refunds if your participation is required to be virtual instead of in-person due to illness or other such emergency.

4. PRODUCT DELIVERY / MEMBERSHIP SITE / CONDUCT

A. For products that you purchase from us that are delivered through a download link, you will be given a URL to access and download the product(s) you purchased. In such instances, you agree not to share the download link with other people who did not purchase the product(s).

B. For products that you purchase from us that are delivered through a membership site, you will be given a username and password to access the course materials and tools. In such instances, you agree not to share your login information with other people who did not purchase the product(s). You will not sell access to this program or duplicate and sell any of it’s content without written permission.

C. Where applicable, the membership site is meant for informational purposes only. It is not intended as specific medical, legal, commercial, financial, tax or other professional advice. Use of the information on the membership site and this web site are at your own risk.

D. Use of content, unless otherwise stated, is for your own personal, non-commercial use. You may not distribute content, print multiple copies, or use the content for public display or performance unless otherwise stated.

E. We reserve the right to discontinue or modify without notice or liability, any portion of this web site. However, in the rare event that We decide to discontinue a particular online product or service you have paid for, We will either fulfill the services for the duration of the specific term that you paid for, or in our sole discretion, We will offer you a refund for the services that were not yet rendered. If no specific duration was specified for how long a particular online product or service will be available, such product or service will be made available to you for a minimum of one year, or for however long We continue to support that version of the program, whichever is later.

F. You affirm, represent, and warrant that your participation on this web site and the content you submit does not relate to pornography, illegal activities of any kind, occult, hate, or racism. You also represent and warrant that content you submit does not violate the intellectual property rights of third parties. Company reserves the right to make the final decision regarding what is appropriate. Company further reserves the right to remove content or terminate your account without prior notice for a violation of this provision.

G. You understand and agree to not place an unreasonable burden on the server hosting this web site or membership site, to not interfere with the running of this web site and to not attempt unauthorized access to any portion of this web site.

H. You understand and agree not to provide false information about yourself, to impersonate another individual or provide misleading or false content.

I. You understand and agree not to post or transmit any information, software or other material that contains a virus or other harmful component.

J. You agree that any ideas, suggestions, or improvements that you provide to Company about Company’s products or services shall be owned by Company and that Company is free to include such ideas in future products without compensation to you.

K. You agree and understand that by participating in any group coaching program with Company, Company reserves the right to record such group coaching calls/meetings and Company shall be the owner of such recordings. Company shall have complete authority to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display the group coaching calls, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. If you do not wish to be recorded, then please do not participate in any group coaching calls/meetings.

5. PRIVACY

Please read the Privacy Policy carefully to understand how COMPANY collects, uses and discloses personally identifiable information from its users. The Privacy Policy is hereby incorporated by reference as part of these Terms and Conditions.

6. THIRD PARTY REFERENCES/HYPERLINKS

This site may link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of COMPANY, and you acknowledge that COMPANY is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by or any association with its operators.

7. CONTACTING US

If you need to contact us, you can email us at info@10xstages.com, call us at 719-960-4989 ext. 759, or send us a letter at: 10X Stages (℅ AYR Stage Agency, LLC), PO Box 63138, Colorado Springs, CO 80962.

8. DISCLAIMER OF WARRANTIES

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY AND ITS AGENTS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. Any provision herein to the contrary notwithstanding, the maximum liability of COMPANY to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Content delivered to You hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to COMPANY by You for the Content whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of COMPANY arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the web site and any services rendered hereunder and that, were COMPANY to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.

10. INDEMNIFICATION

Upon a request by COMPANY, you agree to defend, indemnify, and hold COMPANY and its other affiliated companies harmless, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your misuse of this site.

11. SEVERABILITY AND INTEGRATION

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and COMPANY with respect to this site and supersedes all prior or contemporaneous communications between you and COMPANY with respect to this site. If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

12. GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware. You hereby consent to binding arbitration in the State of Delaware to resolve any disputes arising under this Terms and Conditions.

13. ARBITRATION OF DISPUTES

Except for payment/collection issues or infringement of Company’s intellectual property, which can be heard by a court of competent jurisdiction, the parties agree that any dispute or claim in law or equity arising between them regarding the use of this web site or these Terms and Conditions, including any dispute regarding the enforceability or applicability of this arbitration provision, shall be decided by neutral, binding arbitration conducted in Colorado Springs, Colorado and based on Delaware law or conducted in the State of Delaware, based on Company’s preference. The arbitrator shall be a retired judge, justice, or an attorney with at least ten (10) years of legal experience relating to the subject matter of this Agreement, unless the parties mutually agree otherwise, who shall render an award in accordance with the substantive laws of Delaware. In all other respects, the arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, subject to the parties being allowed limited discovery. Judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction.

NOTICE: BY USING THIS WEB SITE YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE ANYHOW PURSUANT TO A COURT ORDER. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. IF YOU DO NOT WISH TO AGREE TO ARBITRATION, THEN YOU MAY NOT USE THIS WEB SITE.

14. CLASS ACTION WAIVER

ARBITRATION OR ANY OTHER LEGAL ACTION ARISING IN CONNECTION WITH THE USE OF THIS WEB SITE, THE SERVICES OFFERED THROUGH THIS WEB SITE, OR THESE TERMS AND CONDITIONS MUST BE ON AN INDIVIDUAL BASIS, WHERE ALLOWED BY APPLICABLE LAWS. THIS MEANS NEITHER YOU NOR COMPANY MAY JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

15. ATTORNEYS’ FEES

In any dispute, action, proceeding, or arbitration regarding the use of this web site or these Terms and Conditions, including the enforcement of any arbitration provision herein, the party prevailing in such action or proceeding shall be entitled to recover, in addition to any other award of damages or other remedies, its reasonable attorneys’ and experts’ fees, costs and expenses (including, without limitation, expenses for expert witnesses and all reasonable attorneys’ fees, costs and expenses upon appeal).