Last Modified April 18, 2024

The General Terms set forth the terms and conditions of a binding contract between you (referred to herein as “you” or “your” or “Client”) and KT Merry Courses, Inc. doing business as KT Merry Education (referred to herein as “we” or “us” or “Company”) related to your access or purchase of any of our Programs or Program Materials (as both terms are defined below). These General Terms are incorporated with any additional terms or conditions in our online or printed enrollment or order form ("Enrollment Form") that you complete to purchase any of our business training or development programs (including, but not limited to The Abundance Plan (aka “TAP” program) the TAP Mastery program, TAP Summit, the Merry Method as well as our other video webinar content, online course aids or other website content (individually a “Program” and collectively “Programs”). Any Program materials related to such Programs are referred to as “Program Materials”). The General Terms and any Enrollment Form are collectively referred to as the “Agreement”. 

As you will also use various websites related to the Programs, you are also subject to and bound by our then-current website terms of use (“Terms of Use”) and privacy policy (“Privacy Policy”). Please read the Terms of Use and Privacy Policy carefully as they supplement these General Terms. In the event of any conflict between the General Terms, Terms of Use and Privacy Policy, the General Terms shall prevail over the Terms of Use and the Terms of Use shall prevail over the Privacy Policy. You agree to be bound by our then-current General Terms, Terms of Use and Privacy Policy in relation to the purchase of any of our Programs.

DISCLAIMERS
You understand that neither we nor any of our employees, shareholders, directors, agents act as your employer or employee or as your agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician financial analyst, psychotherapist or accountant. You understand that your participation in any Program will not treat or diagnose any disease, illness, or ailment and if you should experience any such issues, you should see your physician or other applicable professional.

Unless expressly set forth in the Agreement, we make no representations warranties, guarantees, or promises of any of kind, including, but not limited to the following:

(1) That you will have any increase in your revenues, sales or any other business results as part of your participation in or completion of any Program. You acknowledge that any testimonials provided on our websites from prior or existing clients about increases in sales or improvements in their business are not meant as an indication that you will experience the same results. Results will vary as they are based on numerous factors within your direct control. 
(2) That we will provide you with additional assistance, as either coach or mentor, outside of a Program or provide future business referrals or consultations with any future business clients you engage. 
(3) That we will procure for you any publicity, social media exposure, interviews, write-ups, features, television, print promotions or any other promotional or marketing services.
(4) That we will introduce you to any party within our network of contacts, media, or business partners. 

Our Agreement shall terminate upon your completion your Program, or if you are enrolled in more than one Program after the completion of the last Program. 

THE SECTION BELOW TITLED “BINDING ARBITRATION” CONTAINS A BINDING ARBITRATION AGREEMENT. THIS SECTION AFFECTS YOUR LEGAL RIGHTS. PLEASE READ THIS SECTION CAREFULLY.

1. PRICES AND PAYMENT TERMS
The then-current pricing for each Program (or Program Materials) is set forth on the Enrollment Form for that Program. If you are enrolling in the TAP Mastery Program, please see the special terms for this Program below. Upon purchase, you will receive a username and password for each Program you order. 

2. METHODS OF PAYMENT
We accept Visa, Mastercard, American Express, and PayPal as a form of payment. We also accept debit cards. We may ask for a primary card as well as a secondary payment option. If we are currently offering a monthly payment option for any Program and you choose to pay in monthly installments, you agree and authorize us to charge the payment methods you indicate for the monthly charge. We are not required to provide any Programs, Products or services (and may discontinue the same immediately) including all access to our websites if we have not received the full required payment (whether that be a lump sum or monthly payment). We may charge interest on any unpaid amounts at the highest rate allowed by law.

3. REFUND POLICY; CONDITIONAL GUARANTEE
We DO NOT offer automatic refunds for any of our Programs or Program Materials. However, if you are not satisfied with a Program and wish to request either a partial or full refund or some other remedy (ability to re-enroll in the Program, etc.) we do make available our 365-day Conditional Guarantee. To request consideration for the Guarantee, you must complete or submit ALL of the following:

Requirement 1: Complete 100% of the Program lessons inside the Kajabi platform.
Requirement 2: Complete and attach 100% of the course workbook exercises for the entire Program.
Requirement 3: Submit proof that you attended all weekly live coaching/Q+A calls or have watched the replays.
Requirement 4: Complete and attach at least five sentences telling us specifics about your “Ideal Client Avatar”.
Requirement 5: Attach screenshots of two actual client email interactions where you used or adapted our email templates or proposal template. 
Requirement 6: Tell us specifically why the Program was not a good fit for you and your business needs. What did you expect that you did not get once inside the Program?

Please note that all remedies are made in our sole and absolute discretion. At time of purchase, we donate 10% of your full Program Fee to causes of our choosing. As such, all donated monies shall be excluded from any potential refund consideration. We also do not consider refunds on out pocket amounts we incur in processing your payments (merchant fees, etc.) which are also excluded from refund consideration. If you have any questions, contact us at team@ktmerry.com. 

4. TAP MASTERY PROGRAM
TAP Mastery is a 12-month group coaching and implementation Program available only to our clients that have completed The Abundance Program. We do not offer shorter enrollment periods. Due to the expenses and preparation time we incur to prepare a client for enrollment into this Program, the TAP Mastery Fees are fully non-refundable and do not qualify for the Conditional Guarantee. You acknowledge and agree you are committing for the full 12- month Program period. Even if you have qualified for a monthly payment plan for TAP Mastery, we will bill your authorized payment method for remaining Fees due should you elect to cease the Program before the end of the 12-month Program period. After the initial 12-month period you will be given the option to renew for another 12-month commitment or discontinue the Program. 

If you are a TAP Mastery member who enrolled at our “beta” test Fee, should you discontinue TAP Mastery you will owe the full beta Fee for the 12-month period. If you wish to later re-enroll (either within the initial 12-month Program period or for a new Program period) you can only re-enroll if you are willing to pay the then-current TAP Mastery Fee. If during the same initial 12-month period, once you re-enroll you will be required to pay the difference between the then-current Fee and the beta Fee for the remainder of the initial Program period. 

5. INTELLECTUAL PROPERTY
You understand and agree that we solely own all rights to our Programs, Program Materials, and all other products and services as well as improvements and materials created during any such Programs (collectively, our “Products”). Our Products contain other proprietary information and materials that we own, including, but not limited to videos, coursework, training modules, photographs, software, text, graphics, images, and sound recordings, as well as the individual design elements, selection, layout, coordination, structure, expression, and sequencing, user interfaces, “look and feel,” and arrangements embodied in the Products (collectively, the “Product Content”). You acknowledge and agree that we retain all intellectual property rights in our Products and Product Content, including, but not limited to all copyright, trademark, patent and other applicable intellectual property rights. You agree not to duplicate, share, or upload any Products or Product Content or use in any manner except as set forth in these General Terms, including, but not limited to any sharing or social media sites. All copyrights, trademarks, and other intellectual property rights in and to the Products and the Product Content (including the compilation of content, postings, links to other internet resources, and descriptions of those resources) are owned by KT Merry Education, Inc. and/or its licensors, which reserve all of their rights, title, and interests in law and equity. THE USE OF THE PRODUCTS, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF KT MERRY EDUCATION, INC. AND/OR ITS LICENSORS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.

Failure to honor our ownership rights in the Products and Product Content or otherwise infringe on our rights, will result in the immediate termination of your access to our Programs and websites without refund of any Fees to you. You also acknowledge and agree that we reserve all rights available to us at law or equity to protect and preserve our ownership rights in our Products and/or Product Content, including, but not limited to money damages (including the payment of our reasonable attorneys’ fees to enforce our rights) and injunctive relief to cease your infringing use of our Products and/or Product Content. 

You agree you may only use our Products for your own personal, noncommercial use during the applicable Program term and only as necessary for you to participate in the Program. For the abundance of clarity, unless specifically authorized by us in writing for a specific Program, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works of (including but not limited to resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference us, the Products, or the Product Content), exploit, or distribute in any manner or medium (including by email or other electronic means) any Products or Product Content. You may, however, from time to time, download and/or print one copy of individual pages of the Product Content for your personal, noncommercial use, provided that you keep intact all copyright and other proprietary notices and destroy or return all such copies at the end of the Program.

Our trademarks, service marks, and logos (“Marks”) used and displayed in the Products are federally registered or common law trademarks or service marks of KT Merry Education, Inc. Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Marks inures to our benefit.

You acknowledge and agree that Product Content may contain your name, image, likeness, appearance, voice, personal biographical information, and other personal characteristics and private information (“Persona”). You hereby irrevocably permit, authorize, grant, and license Company and its affiliates, successors, and assigns, and their respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, officers, directors, and agents of each and all of them ("Authorized Persons"), the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use your Persona, and all materials created by or on behalf of Company that incorporate any of the foregoing ("Materials") in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on: print publications; electronic, magnetic, and optical media; motion pictures; television broadcast, cablecast, and satellite; home video and video on demand; advertising and promotional materials; press releases; via any platform on the internet and other digital transmission or delivery methods; mobile applications; on any platform and any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Company and its affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation to you. Company shall be the exclusive owner of all rights, including copyright, in the Materials. You hereby irrevocably transfer, assign, and otherwise convey to Company your entire right, title, and interest, if any, in and to the Materials and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. You acknowledge and agree that you have no right to review or approve Materials before they are used by Company, and that Company has no liability to you for any editing or alteration of the Materials or for any distortion or other effects resulting from Company's editing, alteration, or use of the Materials, or Company's presentation of you, Any credit or other acknowledgment of you, if any, shall be determined by Company in Company's sole discretion. Company has no obligation to create or use the Materials or to exercise any rights given by this Agreement.

6. THIRD-PARTY MATERIALS AND WEBSITES
We may provide links to third-party materials and websites as a convenience to you. We make no endorsement, representation, or warranty of the contents on such third-party sites. We expressly disclaim any representations regarding the content or accuracy of the content or materials on such third-party websites. You acknowledge and agree that we 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 such content, goods or products available on or through any such linked site. You agree that it is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through such third-party sites. You agree that you will be responsible for all payment and other obligations associated with your use of any and all third-party materials and websites. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party. We will not be liable for your improper use of third-party materials and websites. Any affiliate links that are linked on the site will be clearly marked; however, we encourage you to reach out with any questions you may have regarding affiliate links. Company marks (whether or not registered) may not be used for any reason without our prior, written permission. You agree not to register, operate, or lease any domain with a confusingly similar name to any such mark without our prior, written permission.

7. REPRESENTATIONS AND WARRANTIES; WAIVER
THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PRODUCTS. WE’VE TAKEN REASONABLE EFFORTS TO ENSURE THAT WE ACCURATELY REPRESENT OUR PROGRAMS AND THEIR ABILITY TO HELP YOU GROW YOUR BUSINESS. HOWEVER, WE DO NOT GUARANTEE THAT YOU WILL GET ANY RESULTS OR EARN ANY MONEY USING ANY OF OUR PRODUCTS, IDEAS, TOOLS, STRATEGIES, OR RECOMMENDATIONS, AND NOTHING ON OUR WEBSITES OR IN OUR PRODUCTS IS A PROMISE OR GUARANTEE TO YOU OF FUTURE EARNINGS.

YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE PRODUCTS IS AT YOUR SOLE RISK. BY PURCHASING THE PRODUCTS, YOU ACCEPT, AGREE, AND UNDERSTAND THAT YOU ARE FULLY RESPONSIBLE FOR YOUR PROGRESS AND RESULTS FROM YOUR PARTICIPATION AND THAT WE OFFER NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES (EXPRESSED OR IMPLIED) REGARDING YOUR EARNINGS, BUSINESS PROFITS, MARKETING PERFORMANCE, AUDIENCE GROWTH, OR RESULTS OF ANY KIND. YOU ALONE ARE RESPONSIBLE FOR YOUR ACTIONS AND BUSINESS, WHICH ARE DEPENDENT ON PERSONAL FACTORS INCLUDING, BUT NOT NECESSARILY LIMITED TO, YOUR SKILL, KNOWLEDGE, ABILITY, DEDICATION, BUSINESS SAVVY, NETWORK, AND FINANCIAL SITUATION, TO NAME JUST A FEW. YOU ALSO UNDERSTAND THAT ANY TESTIMONIALS OR ENDORSEMENTS BY OUR CUSTOMERS OR AUDIENCE REPRESENTED IN OUR PRODUCTS, PROGRAMS, WEBSITES, CONTENT, LANDING PAGES, SALES PAGES, OR OFFERINGS HAVE NOT BEEN SCIENTIFICALLY EVALUATED BY US, AND THE RESULTS EXPERIENCED BY INDIVIDUALS MAY VARY SIGNIFICANTLY. ANY STATEMENTS OUTLINED IN OUR PRODUCTS, WEBSITES, PROGRAMS, CONTENT, AND OFFERINGS ARE SIMPLY OUR OPINIONS AND THUS ARE NOT GUARANTEES OR PROMISES OF ACTUAL PERFORMANCE. 

WE make NO guarantee or other promise as to any results that may be obtained from using OUR PRODUCTS or PRODUCT CONTENT. To the maximum extent permitted by law, WE disclaim any and all liability in the event any information, commentary, analysis, opinions, advice and/or recommendations prove to be inaccurate, incomplete or unreliable, or result in any other losses. You assume full responsibility or liability for the accuracy of application of any INFORMATION WE provide whether or not arising from OUR negligence OR OTHERWISE. WHILE WE HAVE TAKEN REASONABLE CARE TO PREPARE AND PRESENT our PRODUCTS, WE ARE IN NO WAY LIABLE FOR YOUR USE OF THEM. ACCORDINGLY, YOU WAIVE AND RELEASE US FROM ALL errors or omissions OF ANY KIND, and YOU ACCEPT ALL liability whatsoever for any loss or damage you may incur FROM USING OUR PRODUCTS TO THE EXTENT ALLOWED BY LAW.

8.LIMITATION OF LIABILITY 
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: KT MERRY EDUCATION, INC., ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, SUCCESSORS, OR ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR OUT OF YOUR USE OF THE PRODUCTS OR PURCHASES HEREUNDER; AND (II) YOUR DIRECT DAMAGES SHALL BE LIMITED TO THE FEES YOU PAID FOR THE APPLICABLE PRODUCT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. We do not make any guarantee or other promise as to any results that may be obtained from using OUR PROGRAM, PROGRAM MATERIALS OR PRODUCTS errors or omissions, and accept no liability whatsoever for any loss or damage you may incur.

9. LEGAL, FINANCIAL, AND HEALTH DISCLAIMER; NO LEGAL, FINANCIAL OR OTHER ADVICE
All Program information and content is for informational purposes only. It should never be considered legal, financial or health advice, as none of Company Parties (defined below) are your licensed attorney, financial advisor, accountant, or healthcare practitioner. No Company parties are holding themselves out as an attorney, a financial advisor, an accountant, a doctor/physician, nurse, physician’s assistant, advanced practice nurse, or any other medical professional (“Medical Provider”), registered dietician or licensed nutritionist, or member of the clergy in their offering of Products or services to you or any other client. Your use of the information on the website, any of our Products or other educational material or materials linked from our websites is at your own risk.

The views and opinions expressed in any Program are expressly those of KT Merry, derived from her experiences, and should never replace the opinion of a licensed attorney, financial advisor, accountant, or healthcare practitioner. All Program information or content is the opinion of KT Merry or the authorized speaker, derived from their personal experiences, and is not licensed advice. It is important for you to note that the needs of every individual, and every business are unique, and there is no “one size fits all” advice. You should consult with a licensed attorney, financial advisor, accountant, or healthcare practitioner if you independently decide that you want to act on any information you read on our websites or hear in any Programs to determine what may be best for your individual needs. 

The information provided in or through any Program pertaining to the topic of health or wellness, business/career choices, finances, or any other aspect of your life is not intended to be a substitute for the professional medical advice, diagnosis or treatment provided by your own Medical Provider. You agree and acknowledge that no Company Parties or other Company authorized speakers provide medical advice, mental health advice, or religious advice in any way. Always seek the advice of your own Medical Provider regarding any questions or concerns you have before implementing any recommendations or suggestions from any Program. Do not disregard medical advice or delay seeking medical advice because of information you have read or heard in any of our Programs or Program Materials. The information contained in our Programs has not been evaluated by the Food and Drug Administration.   

10. ADDITIONAL TERMS AND CONDITIONS
A. GOVERNING LAW. The Parties have entered into this Agreement in the State of Florida and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes arising out of the Agreement shall be determined in accordance with the laws of the State of Florida, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction. 

B. BINDING EFFECT. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. We may free assign this Agreement to an affiliate or other corporate assignee. Your only remedy if we must cancel or replace a speaker for a Program is your ability to cancel your participation in the Program and the return of any Fee you have paid for such Program. You may not assign this Agreement, by operation of law or otherwise without our prior, written consent. 

C. TERMINATION; OUR RIGHT TO CEASE ACCESS AND USE TO PROGRAMS AND PROGRAM MATERIALS. Should you fail to comply with this Agreement, our then-current code of conduct, with applicable law or in any other manner that casts a negative light or is disparaging, demeaning, offensive, harassing or in any way disruptive to us, other clients, our employees or agents, we may in our sole discretion, upon notice to you, (a) limit, suspend, or terminate your participation or access to any Program, Products Program Materials, and our websites with or without refund (as we may choose in our sole discretion) and/or (b) terminate this Agreement. Notwithstanding the foregoing, we may elect to terminate access to a Program, Program Materials or any Product or terminate this Agreement for no reason or any reason for our convenience upon notice to you, in which case we may refund to you any Fees you have paid for Products or Programs that have not yet been delivered to you. This shall be your only remedy in the event of this cessation of access or cessation or termination of this Agreement.

We may also cancel access to any Products, Program Materials, websites or any other information on our websites at any time and for any reason including, but not limited to, the cancelation, or retirement of a Program, the winding up or shut down of our operations or business or for any other reason of our choosing. Except for your obligation to pay Fees for future Products, your other obligations and acknowledgements under this Agreement will survive expiration or termination of this Agreement for any reason.

D. MODIFICATIONS AND AMENDMENTS. We reserve the right at any time to modify, change, or introduce new Programs or to impose new or additional terms or conditions on your access and use of the Products. Such modifications and additional terms and conditions shall be effective immediately and incorporated by reference into this Agreement. Your continued use of the Products or a Program will be deemed your acceptance thereof. While we are not required to do so, the changes may be listed in an area accessible to you on our website or you may be notified by either email or U.S. mail. If you have any questions, please contact us directly at team@ktmerry.com.

E. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless the Company, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns (“Company Parties”) from and against any and all liabilities and expense whatsoever — including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, disbursements and expenses of any kind — which the Company Parties may incur or become obligated to pay arising out of or resulting from your actions or omissions.

F. WAIVER OF JURY TRIAL CHOICE OF LAW, VENUE, BINDING ARBITRATION. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The provisions of the Agreement shall be interpreted in accordance with the current laws of the state of Florida. Binding arbitration shall be held in Dade County, Florida and administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, which shall constitute the exclusive remedy for the settlement of any controversy, dispute, or claim. Any decision rendered by the arbitrator at such arbitration will be final, binding, and conclusive and judgment shall be entered pursuant to Florida law. Except as expressly set forth in this Agreement, the arbitrator shall determine the manner in which the proceeding is conducted, including the time and place of all hearings, the order of presentation of evidence, and all other questions that arise during the course of the proceeding. All proceedings and hearings conducted before the arbitrator, except for trial, shall be conducted without a court reporter unless specifically requested by a party. The party making such a request shall have the obligation to arrange for the court reporter and the costs of the court reporter shall be borne equally by the parties. The Florida rules of evidence and discovery will be applicable to the proceeding. The arbitrator will be empowered to enter equitable as well as legal relief, to provide all temporary, or provisional remedies and to enter equitable orders that will be binding upon the parties. The arbitrator shall issue a single judgment at the close of the proceeding which shall dispose of all of the claims of the parties that are the subject of the proceeding. The parties hereto expressly reserve the right to findings of fact, conclusions of law, and a written statement of decision. If any proceeding is commenced between the parties hereto or their representatives concerning any provision of this Agreement or the rights or duties of any person hereunder, the party or parties prevailing in such proceedings, as determined by the arbitrator, will be entitled to the reasonable attorneys’ fees and expenses of counsel and costs incurred by reason of such litigation. THE PARTIES HEREBY ACKNOWLEDGE THAT BY AGREEING TO ARBITRATION OF DISPUTES AS DESCRIBED ABOVE, THEY ARE GIVING UP ANY RIGHTS THEY MIGHT POSSESS TO HAVE THE DISPUTES LITIGATED IN A COURT OR BY JURY TRIAL. THE PARTIES UNDERSTAND THAT IF THEY REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THEY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL LAW. THE PARTIES VOLUNTARILY CONSENT TO THIS ARBITRATION PROVISION.

G. EQUITABLE RELIEF. You acknowledge and agree that the protection of our intellectual property rights is a material consideration under this Agreement and that a breach or threatened breach of those rights will cause us irreparable harm and result in money damages that would be difficult to calculate. Accordingly, in the event of your breach or threatened violation of our intellectual property rights we will be entitled to injunctive relief (without posting of a bond) to protect our rights. We may, without waiving any other remedies under this Agreement (including money damages), seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property. You agree that we may seek injunctive relief under this section outside or as part of the arbitration above. If we elect to pursue this outside of arbitration, you consent to the personal and subject matter jurisdiction of the federal and state courts in Miami-Dade County, Florida, United States of America for such purposes.

H. COMPLIANCE WITH LAW. The Parties shall comply with all applicable laws in performing this Agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail. 

I. NO WAIVER. The failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. The failure of either Party to exercise any power or right to require performance by the other Party of any part of this Agreement shall not affect the full right to exercise such power or to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision of this Agreement constitute a waiver of any later breach of the same or any other provision. 

J. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the Parties. The terms and conditions of this Agreement shall be binding upon the Parties, their personal representatives, successors and permitted assigns.