Last Updated November 11, 2024

 

Please carefully read these Terms of Service (“Terms”). By accessing or using the Platform (defined below) or signing up for an account, you agree that you have reviewed and understood, and, as a condition of your access to or use of the Platform, you agree to be bound by these Terms, which are a legal agreement between you and Secretsos LLC and our affiliated entities (collectively, “Company”, “we”, “us”, or “our”). 

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND THE COMPANY AGREE THAT ALL DISPUTES RELATING TO THESE TERMS OR YOUR USE OF OUR PLATFORM WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Our site is operated by the Company and is offered through our website, https://secretsos.net, and any other website or mobile application owned, operated, or controlled by us (the “Company Site,” and together with the insights, analytics, and other features we make available through our products and services, is collectively referred to as the “Platform” or “Product”). Any new features or tools added to the current offering will be deemed part of the Platform and subject to these Terms.

Company has employees, affiliates, officers, directors, independent contractors, and representatives (our “Team”). As a customer of Company or a representative of an entity that’s a customer of Company, we refer to you as a “Customer” (or “you”). A “Contact” is any person you may contact through our Platform or who has otherwise interacted with you via the Platform. “Content” means your trademarks, copyright content, any products or services sold or accessed through the Platform, and any software (including machine images), data, text, audio, video or images, coaching offerings, and personal data uploaded, collected, posted, stored, displayed, distributed, or transmitted on or in connection with you on our Site or Platform.  

These Terms, along with our Privacy Policy and all other policies found on our Site or Platform define the terms and conditions under which you’re allowed to use the Platform. Our Privacy Policy describes how we’ll treat your account and the data we collect and process about you, Customers, and Contacts. If you don’t agree to the Policies, you must immediately discontinue using the Platform.

We may modify or change these Terms at any time. When we change these Terms, we will post the revised Terms on our Site. Any changes will be effective immediately or on the published effective date. Your use of the Platform after any modification or amendment means you agree to the new Terms. If you do not agree to the new Terms, you must stop using the Platform.

If you have any questions about these Terms, please contact us at support@secretsos.net.

When you subscribe to our Platform, or otherwise use or access the Platform, you agree to be bound by these Terms, all other Policies, and all applicable laws, rules, and regulations.  Our Customers, users, entrepreneurs, experts, and partners are not our employees, contractors, or representatives of the Company.  We are not responsible for any interactions between you and any other Customers or other Contacts, other than providing the Platform.  We are in no way liable for any disputes, claims, losses, injuries, or damages arising from your relationship with any Customers or other Contacts, including their reliance upon any information or Content on the Platform.

‍1. Your Company Account

‍1.1. Registering An Account  ‍

a. To access and use the Platform, you must subscribe to Company and register for a Company account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information requested. We may reject a subscription for an Account, or cancel an existing Account, for any reason, at our sole discretion.

b. You confirm that you are using the Platform or any other services provided by the Company to carry on a business activity and not for personal, household, or family purposes.

‍1.2. Eligibility  

‍To use the Platform or any other Company product or service and open an Account, you must:

a. Be at least (18) years old (or the applicable age of your jurisdiction) and able to enter into contracts. 

b. If you are not an individual, warrant that you are validly formed and existing under the laws of your jurisdiction of formation, have full power and authority to enter into these Terms, and have duly authorized your agent to bind you to these Terms.

c. Complete the Account registration process.

d. Agree to these Terms and all other terms, conditions, and policies of the Company.

e. Provide true, complete, and up-to-date contact and billing information.

f. You may only use the Platform as permitted by applicable law. You may not use the Platform if you are located in a country embargoed by the United States (such as Cuba, Iran, North Korea, Syria, Russia, the Crimea, Donetsk, or Luhansk regions) or if you are on the U.S. Department of Commerce’s Denied Persons List or Entity List or the U.S. Treasury Department’s list of Specially Designated Nationals. 

g. By using the Platform, you represent and warrant (make a legal promise) that you meet all of the requirements listed above and will not use the Platform in a way that violates any laws or regulations. 

‍1.3. Account Management‍

a. The person signing up for the Platform by opening an Account will be the contracting party for our Terms, and will be the person who is authorized to use any corresponding Account in connection with the Platform. 

b. If you are signing up for the Platform on behalf of your employer or other entity, your employer or such other entity will be the Account owner. You must use your employer-issued email address and represent that you have the authority to bind your employer or such entity to these Terms.

c. You may not share an Account, unless authorized through an enterprise account or as authorized in writing by the Company.  

d. Based on your pricing plan, you can permit employees or independent contractors acting on your behalf and at your direction (each, an “Admin User”) to access or use your Account and/or the Platform, provided their use is for your benefit only and remains in compliance with these Terms. Each Admin User must provide a full legal name and a valid email address. With Admin Users, you can set permissions and let other people work in your Account while determining the level of access by an Admin User to specific business information. You will be responsible and liable for all Admin Users’ access and use of your Account and/or the Platform and their compliance with these Terms. In addition, you will be responsible and liable for all access, activity, and use of your Account and/or the Platform, whether or not you authorized such activity. You are responsible for safeguarding your password and any other credentials used by any Admin User to access your Account. Company will not be liable for any loss or damage from your failure to maintain the security of your Account and access credentials. 

e. You agree that Company can provide all disclosures and notices, including tax forms, to you by email. You must monitor your email address and ensure it can send and receive messages. Any disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is emailed to you. Your email communications with Company can only be authenticated if they come from your email address. You must keep your email address and your contact and payment details associated with your Account current and accurate.

f. Company may terminate your Account and delete any Content or other data contained in it if there has been no account activity (such as a log-in event) for over 12 months. However, we will attempt to warn you by email before terminating your Account to allow you to log in to your Account so that it remains active.

‍1.4. Ownership Disputes  

‍In a dispute regarding Account ownership, Company reserves the right to request documentation to determine or confirm Account ownership. Documentation may include, without limitation, a scanned copy of your business license, organizational documents, government-issued photo ID, the last four digits of the credit card on file, etc.  Company retains the right to determine, in our sole judgment, rightful Account ownership and to transfer an Account to the rightful owner. If we cannot reasonably determine the rightful Account owner, we reserve the right to deactivate an Account until the dispute is resolved.

‍2. Fees And Payments‍

2.1. Fees

‍a. You agree to pay Company all applicable fees for access, use, links, or sponsorship of the Platform per the pricing and payment terms presented to you. You will be charged the applicable fees one-time, monthly or annually, depending on the pricing plan you choose (“Fees”). You acknowledge and agree that all Fees made are deemed earned when paid and are non-refundable. We use third-party payment processors to bill you through a payment account linked to your Account. The processing of your Fees will be subject to the applicable payment processor's terms, conditions, and privacy policies. In addition to these Terms, you will also be responsible for all transaction fees relating to using such payment processors (“Transaction Fees”). You may also incur additional fees (“Additional Fees”) relating to your purchase or use of any other product or service, such as any experts’ premium content, or other Third Party Services (as defined in Section 6). The Fees, Transaction Fees, and Additional Fees are collectively referred to as the “Fees”.

b. You must keep a valid payment method on file with us to pay for all Fees. You will be billed using the billing method you select and authorize through your Account (“Authorized Payment Method”), and Company will continue to charge the Authorized Payment Method for applicable Fees until your Account is terminated and all outstanding Fees have been paid in full.

c. Through our third-party providers, we will keep on file your detailed payment information, such as non-sensitive credit card partial numbers and expiration date. We do not access this information except through provided programmatic methods by the provider(s). You are responsible for keeping your payment details up-to-date by changing the details in your Account.  When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details, including your card number, expiration date, and CVV (or equivalent).  You authorize us to continue to charge your credit card using the updated information. If you have elected to pay the Fees by credit card, you represent and warrant that the credit card information you provide is correct, and you will promptly notify Company of any changes to such information. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. In no event will Company credit, refund, or reimburse you for a foreign exchange fee charged by your credit card or any difference in fees due to currency conversion.

‍2.2. Billing Cycle

You will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are one-time, monthly or annual, depending on your selection at time of checkout. We will charge your Authorized Payment Method at purchase confirmation and the start of every new billing cycle. Your access will automatically renew at the end of each billing cycle unless you cancel your Account through your online account management page or by contacting us at support@secretsos.net before the end of the billing cycle. If you cancel your Account, you will still have access through the end of your billing cycle. You can view your renewal date(s), cancel, or manage your Account through your online account management page or by contacting us at support@secretsos.net.

‍2.3. Promotional Offers

‍We may offer special promotional offers, plans, or memberships at any time. Company determines offer eligibility at its sole discretion, and we reserve the right to revoke an offer and put your Account on hold if we decide you are not eligible. We may use information such as payment method or an account email address used with an existing or recent Company membership to determine offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the offer or in other communications made available to you. You may not use multiple offers or discounts, unless authorized expressly by the Company. 

We may offer a promotional fee or discounted trial period (“Trial Period”) anytime. To activate the Trial Period, you must (i) subscribe to the eligible plan of your choice; and (ii) provide an Authorized Payment Method at enrollment. Upon the expiration of the Trial Period, we will charge your Authorized Payment Method the full price of the applicable plan starting on the day the Trial Period ends unless you have canceled before the expiration of the Trial Period. You will then be charged monthly or annually, as applicable, at the then-current rate for your selected plan. Before the expiration of the Trial Period, we will notify you of the upcoming end of your Trial Period by email. If the Authorized Payment Method we have on file for you is declined, you must provide us with a new, valid Authorized Payment Method, or we reserve the right, without further notice, to immediately suspend or cancel your Account and your use of the Platform. 

‍2.4. Upgrades Or Downgrades

‍Any change (including any upgrade, downgrade, or other modification) to any plan by you in a Trial Period will end the trial immediately.  Upon upgrading, you will immediately be billed for your first annual period. Your Authorized Payment Method will automatically be charged the new rate on your next billing cycle for any upgrade or downgrade in plan level after any trial period. You will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher-priced plan during that billing cycle. If a plan downgrade causes a credit to your Account, this credit will be used toward your next billing cycle(s). This credit will not be refunded.

‍2.5. Taxes

Our prices listed do not include any taxes, levies, duties, or similar governmental assessments of any nature, such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying all Taxes associated with your purchase and keeping your billing information up to date. If any amount payable by you to Company is subject to Taxes, Company may, at its sole discretion, collect from you the full amount of any such Taxes, even if Company has not previously collected such amounts. Any changes to your Account (including any upgrade, downgrade, or other modification) may result in Company collecting from you applicable Taxes. Company will notify you if the collection of Taxes results in a price change to your Account. 

a. United States Sales Tax.  If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based on the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority within the time frame required by law. If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate. If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected based on applicable state tax laws.

b. Non-United States Sales Tax.  If applicable, we will charge you VAT, GST, or any other sales, consumption, or use Taxes that arise in connection with your use of the Platform unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate, or other documentary proof issued by an appropriate taxing authority that Tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption, or use Taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate. 

‍2.6. Price Changes

‍Company may change the Fees charged to you at any time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next billing cycle following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Account after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by canceling your Account before the price change goes into effect. Please make sure you read any such notification of price changes carefully.

‍2.7. Cancellation Policy 

‍You may cancel at any time and are responsible for payment of all outstanding Fees through the end of your billing cycle - annual plan. Following any cancellation, you may continue to have access to the Platform through the end of your current billing cycle. All payments are nonrefundable, and there are no refunds or credits for partially used plans. We reserve the right to refuse refunds to anyone who abuses this Refund Policy.‍

2.8. Delinquencies‍

a. If we cannot process payment of any Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method and will provide you with a notice regarding the payment failure (a “Payment Failure Notice”). If the outstanding Fees are not paid within 14 days of providing a Payment Failure Notice, Company may (in its sole discretion) suspend and revoke access to your Account and/or the Platform. Your full access to the Platform will be reactivated upon your payment of all outstanding Fees, plus the Fees applicable to your next billing cycle.

b. Company may (in its sole discretion) terminate your Account and/or access to the Platform if the outstanding Fees are paid within 30 days of Company providing a Payment Failure Notice. 

c. You may not be able to access the features of your Account or the Platform during any period of suspension or after termination, which may impact your ability to access Content, products, and/or services. Company is in no way liable for any disputes, claims, losses, injuries, or damages of any kind that may arise as a result of any suspension or termination of your Account or access to the Platform. 

‍3. Your Content‍

‍3.1. You Retain Ownership Of & Responsibility For Your Content‍

a. You retain ownership of all your intellectual property rights in your Content (with exception to Content created by Experts exclusively for the Company or through the live sessions on the Platform that are deemed owned by the Company). You are responsible for your Content and the consequences of posting or publishing it. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Platform to you, and as otherwise described in these Terms. Should any of your Content involve third-party content, you agree that Company is not responsible in any way for such content and makes no representations or warranties as to such third-party content.

b. You are responsible for creating your Content, the courses, and other offerings sold or otherwise made available through the Platform. This includes, without limitation, any required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms. You represent and warrant that your Content, and any goods and services you sell through the Platform will be true, accurate, and complete and will not violate any applicable laws, regulations, or rights of third parties. 

c. You represent and warrant to us that: (a) you own or have the necessary licenses, rights, consents, or permissions to use or publish the Content that you include, submit, or use through our Platform; and (b) none of your Content or your Customers’ use of your Content or the Platform will violate any applicable laws, any third-party intellectual property, privacy, publicity, or other rights. 

d. You may not use the Platform for any illegal or unauthorized purpose. You will comply with all applicable laws, rules, and regulations, including but not limited to obtaining any required consents from Customers and/or Contacts and obtaining and complying with requirements of any license or permit that may be necessary in your use of the Platform and your performance of the obligations under these Terms. 

e. Company is not responsible for any actions you take concerning your Content, including sharing it publicly, and we assume no liability for your interactions with Customers, Contacts, or other users of the Content or Platform. Company is not obligated to monitor or review any Content submitted to the Platform. 

‍3.2. Limited License To Your Content

By uploading or making available Content through the Platform, you grant the Company a worldwide, royalty-free license to host, use, display, distribute, make publicly available, store, make available, create derivative works from and otherwise commercially exploit your Content. We may use our rights under this license to operate, provide, and improve the Platform, to promote Company and the Platform, and to otherwise perform our obligations and exercise our rights under these Terms. This license continues even after you stop using our Platform for aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of our business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Platform to you. You understand that your Content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the technical requirements of connecting networks or devices.

‍3.3. Company’s Right To Use Your Name, Image and Likeness 

‍You grant to Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, images, likeness, trademarks, service marks, and logos associated with you to operate, provide, market, and promote the Platform and to perform our obligations and exercise our rights under these Terms.  Any goodwill arising from the use of your name and logo will inure to your benefit. This license will survive any termination of these Terms solely to the extent that Company requires the license to exercise any rights or perform any obligations that arise under these Terms.

‍3.4. Intellectual Property Infringement.  

‍Company fully respects the intellectual property rights of others, and we expect our users to do the same. If we receive a complaint that your Content infringes on a third party’s copyright, we must respond per the U.S. Digital Millennium Copyright Act (DMCA). If you believe your work has been exploited in a way that constitutes infringement, please notify us by email.

‍4. Privacy, Security & Confidentiality‍

‍4.1. Your Responsibility To Comply With Data Protection, Security & Privacy Laws

We are firmly committed to protecting the privacy of your personal information. By using the Platform, you acknowledge and agree that our Privacy Policy governs our collection, usage, and disclosure of this personal information. Further, you agree and warrant that you are solely responsible for complying with all applicable data protection, security, and privacy laws and regulations, including any notice and consent requirements. This includes, without limitation, the collection and processing by you of any personal data, sending marketing or other emails, and when using cookies and similar technologies on your Sites. If applicable law requires, you must provide and make a legally compliant privacy policy and cookie policy available to your customers. You must capture valid consent, both for you and us, for any cookies or similar technologies used on or through your Site where required. The Company or Platform will supply you with access to proprietary templates and systems, and you will treat such information as Company confidential information and will not disclose to any third party without prior written permission from the Company.

‍4.2. Privacy

‍We know that by giving us your Content, you trust us to treat it securely. Our Privacy Policy details how we treat your Content that is considered Personal Data, and we agree to adhere to our Privacy Policy. You agree that Company may use and share your Content per our Privacy Policy and applicable data protection laws.

‍4.3. Confidentiality 

‍Company will treat your Content as confidential and only use and disclose it per the Terms and as you authorize. However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through our breach of the Terms); (b) was lawfully known to Company before receiving it from you; (c) is received by Company from a third party without our knowledge of a breach of any obligation owed to you; or (d) was independently developed by Company without reference to your Content. Company may disclose your Content when required by law or legal process, but only after we, if permitted by law, use commercially reasonable efforts to notify you to allow you to challenge the requirement to disclose. 

4.4. Security  

Company will store and process your Content consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content. Company cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such Content for improper purposes.

If Company becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, Personal Data related to your Account (“Security Incident”), we will take reasonable steps to notify you without undue delay. Such notification shall not be interpreted or construed as an admission of liability or fault by Company. A Security Incident does not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems. Company will also reasonably cooperate with you regarding any investigations relating to a Security Incident by helping prepare any required notices and providing any other information reasonably requested concerning any Security Incident where such information is not already available to you in your account or online through updates provided by Company.‍

5. Company’s Intellectual Property‍

‍5.1. Company’s Trademarks

a. Neither the Terms nor your use of the Platform grants you ownership in the Platform or any content you access through the Platform. You agree that you may not use any trademarks, logos, or other brand elements of Company, whether registered or unregistered, unless you are authorized to do so by Company in writing. You agree not to use or adopt any marks that may be confusing with Company’s Trademarks. You agree that any variations or misspellings of the Company Trademarks would be considered confusing with the Company Trademarks.  

b. You agree that you will not purchase, register, or use a search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use any Company Trademark and/or variations and misspellings thereof. 

‍5.2. Company’s Platform  

‍We or our licensors own all right, title, and interest in and to the Platform and all related technology and intellectual property rights. Subject to the Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform solely per the Terms. Except as provided in this, you obtain no rights from us, our affiliates, or our licensors to the Platform, including any related intellectual property rights.

‍6. Third Party Services‍

‍6.1. Third-Party Services; Experts Marketplace

a. Company may recommend or provide you access to third-party software, applications, services, or websites for your consideration or use (“Third Party Services”), including any promoted material from our Industry Experts. These optional tools and integrations are made available to you as a convenience, and your use of these third-party providers is solely between you and the applicable service provider (“Third Party Provider”). In addition to these Terms, you agree to be bound by the terms, policies, and guidelines of any Third Party Provider whose products or services you purchase, access, or use. You should review such Third Party Provider’s applicable terms and policies, including privacy and data-gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Third Party Provider.

b. We may provide you with access to or promote our Industry Experts or Suppliers, which highlights or links to specific service offerings to help you build and operate your business or franchise. For purposes of these terms, Industry Experts and Suppliers are deemed “Third Party Providers,” and the services they provide are considered “Third Party Services.”

c. Any use by you of Third Party Services offered through the Platform, Industry Experts, Suppliers, or otherwise through Company’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Company may receive a revenue share from Third Party Providers that we recommend to you or that you otherwise engage through using the Platform or Company’s website.

d. We do not monitor or have any control over, and we make no claim, warranty, or representation regarding any Third Party Services, and we accept no responsibility for reviewing changes or updates to or the quality, content, policies, nature, or reliability of, any such Third Party Services. The availability of any Third Party Services, including through the Experts Marketplace, or the integration or enabling of such Third Party Services with the Platform does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Company. Your use of any Third Party Services is at your own risk, and you expressly release Company from any and all liability arising from your use of any Third Party Services. You acknowledge that Company has no control over such Third Party Services and shall not be responsible or liable to you or anyone else arising from or relating to your use of any Third Party Services. Company does not guarantee the availability of such Third Party Services, and you acknowledge that Company may restrict access to any Third Party Service at any time in its sole discretion and without notice to you. We are not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Company strongly recommends that you seek specialist advice before using or relying on any Third Party Services to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates you should charge your Customers.

e. If you install a Third Party Service for use with the Platform, (i) you represent that you have agreed to such Third Party Provider’s terms and conditions and are subject to such terms and conditions; and (ii) you grant us permission to allow the applicable Third Party Provider to access your Content or other data and to take any other actions as required for the interoperation of the Third Party Services with our Platform. If you do not agree to abide by the applicable terms and conditions for any such Third Party Service, then you should not install or use such Third Party Service with the Platform. Any data exchange or other Content or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. We are not responsible for any disclosure, modification, or deletion of your data or Content or for any corresponding losses or damages you may suffer due to access by a Third Party Service or Third Party Provider to your data or Content.

f. You acknowledge and agree that: (i) by submitting a request for assistance or other information through the Platform or directly to any Industry Expert or Supplier, you consent to be contacted by one or more Third Party Provider at your email address (or such other email address provided by you) as well as the applicable user email address; and (ii) Company will receive all email communications exchanged in any reply emails (each a “Reply”) that originate between yourself and Third Party Provider. You further agree that Company may share your contact details and the background information you submit to any Third Party Provider. 

g. The Platform may allow users to post reviews (e.g., a star rating) of Third Party Services and comments on your or other users’ reviews.

h. Company reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on the Platform. Company does not claim ownership of the content of reviews or comments you post on the Platform. However, you hereby grant Company a nonexclusive, worldwide, irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform, and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do so.

i. The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider. Company is not obligated to intervene in any dispute between you and a Third Party Provider.

j. Under no circumstances will Company be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages resulting from any Third Party Services or your contractual relationship with any Third Party Provider, including any Industry Expert or Supplier. These limitations will apply even if we have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

k. You agree to indemnify and hold the Company and our Team harmless from any claim or demand, including reasonable attorneys’ fees, arising from your use of a Third Party Service or your relationship with a Third Party Provider.

‍6.2. Beta Services‍

From time to time, Company may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to specific additional rules or restrictions, which Company will provide to you before your use of the Beta Services. Beta Services may be provided for evaluation or testing purposes only and, therefore, may contain bugs or errors and may not be as reliable as other features of the Platform. Such Beta Services and all associated conversations and materials relating thereto will be considered Company confidential information. When using our Beta Services, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Company’s prior written consent. Company makes no representations or warranties that the Beta Services will function, and the Beta Services are provided as-is. Company may discontinue the Beta Services at any time in its sole discretion, and we may decide not to make the Beta Services generally available. Company will have no liability for any harm or damage arising from or in connection with a Beta Service.

‍6.3. Company Communities

‍Company communities enable users of the Platform and Third Party Providers to create a community to connect, to message, post, comment, and to exchange information and content (collectively, “Messages”). The Company communities may be offered through a Third Party Provider, and you are subject to their separate terms and conditions, privacy policy, and acceptable use standards. Company and its Third Party Provider may terminate the ability of a Customer to send Messages at any time and for any reason without notice or liability to that Customer. If a Customer sends you or another Customer an objectionable Message, please notify us by emailing support@secretsos.net. You agree that we may monitor Messages for compliance with these Terms. Therefore, Messages are not confidential or proprietary, and you understand that any information sent using Messages has been disclosed beyond the parties to the Messages. 

‍6.4. Coaching & Consulting  

‍a. Any coaching, consulting, or similar add-on or recommended services are provided by Third Party Providers. Your use of the Third Party Service is subject to the Third Party Providers’ terms and conditions. A breach of their terms and conditions is a breach of Company’s Terms.

b. We and our Third-Party Providers reserve the right to change or discontinue any service at any time. We are not responsible for Third-Party Providers’ actions or links as a Third Party Service.

c. You are responsible for understanding and complying with all applicable laws, rules, and regulations, including recording laws, and determining whether the Third Party Services suit you in light of such laws, rules, and regulations. By using the Platform, you are giving Company consent to store recordings for any or all Third Party Service sessions if such recordings are stored in our systems.

d. You may not use the Platform to collect, store, or process any protected health information subject to HIPAA (as defined below), any applicable health privacy regulation, or any other applicable law governing health information processing, use, or disclosure.

‍6.5. Additional Support

‍The Company or any Third Party Provider may recommend supplemental services as additional one-on-one support. There are additional Fees for this additional support, which may be billed as a Subscription or billed directly by the Third Party Provider. Canceling your additional support will not cancel your Company Account. Your use of additional support is subject to such Third-Party Providers’ terms and conditions. Company will record your sessions for you to refer to later, and you hereby consent to such recording unless you request before the start of the session that the session not be recorded. 

‍6.6. Company AI Tools

‍a. We or our Third-Party Providers may provide you access to tools, features, or functionality that utilize models trained by machine learning or artificial intelligence (“Company AI”). You may provide input to be processed by the Company AI (“Input”) and receive output generated and returned by the Company AI based on the Input (“Output”).  Input and Output are your Content, and you are responsible for any text, images, video, or other content you provide to the Company AI and the resulting material generated.

b. Due to the nature of machine learning, Output may not be unique across users, and Company AI may generate the same or similar output for you and a third party. For example, you may provide Input to the Company AI such as “What are the top 5 productivity tips?” and receive Output very similar to output generated for another person asking a similar question. Responses requested by and generated for other users are not considered your Content.

c. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve the Company AI to make it more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, using Company AI may, in some situations, result in incorrect Output that does not accurately reflect real facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output. 

d. Artificial intelligence and machine learning technologies have known and unknown risks and limitations. You acknowledge that you are solely responsible for developing your internal policies regarding the appropriate use of these technologies and training other users on your account on such policies. By using Company AI, you acknowledge and agree that the Company is not responsible for (a) any inaccuracies or errors in the Output, (b) any biases or limitations of the underlying algorithms or data, and (c) any Output that you may find harmful or offensive. If you encounter any Output that is harmful, offensive, or inappropriate, please report it to support@secretsos.net so that we can continue to iterate and improve these features. You acknowledge that Company AI is an optional feature of the Platform overall and that you are free to stop using Company AI at any time.

e. You will not use Company AI (a) to develop data sets, foundation models, or other large-scale models that may compete with the Company or Company AI; (b) to mislead any person or imply that Output generated using Company AI is unique or solely human generated; (c) in a manner which violates any Terms or any content and use policies We may implement from time to time; or (d) in a way that violates these Terms or any other Policies.‍‍

f. Company owns all right, title, and interest in and to Company AI and any resulting Statistical Data, including all intellectual property and proprietary rights therein. “Statistical Data” means data generated or related to the provision, operation, or use of the Platform, including Company AI, including measurement and usage statistics, configurations, survey responses, and performance results.

g. You grant the Company and its affiliates and its Third Party Providers a non-exclusive, royalty-free, perpetual, irrevocable, freely transferable, and freely sublicensable license to use your Content to improve the Platform and Company AI including training our data models using machine learning or artificial intelligence. If you do not want the Company to use your Content this way, you may opt out of using Company AI at any time at your sole discretion by emailing support@secretsos.net. We will cease using your Content and prohibit you from using Company AI starting from the timestamp of your opt-out.

6.7. University Impact 

a. You agree to receive recurring automated promotional and personalized marketing text (e.g., SMS and MMS) messages (e.g. cart reminders) from Secretsos Foundation or through our fiscal sponsor University Impact, a brand owned and operated by University Impact Foundation, a 501(c)(3) entity (“Foundation”), including text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate. Consent to receive automated marketing text messages is not a condition of any purchase or use of the Platform. Message and data rates may apply. Message frequency will vary. Foundation reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Foundation also reserves the right to change the short code or phone number from which messages are sent and we will notify you when we do so. Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Foundation, its service providers, and the mobile carriers supported by the program are not liable for delayed or undelivered messages.

b. Text the keywords STOP, END, CANCEL, UNSUBSCRIBE or QUIT to cancel. After texting STOP, END, CANCEL, UNSUBSCRIBE, or QUIT you will receive one additional message confirming that your request has been processed. You acknowledge that the Foundation text message platform may not recognize and respond to unsubscribe requests that do not include the STOP, END, CANCEL, UNSUBSCRIBE, or QUIT keyword commands and agree that the Foundation and its service providers will have no liability for failing to honor such requests.

c. If you sign up to receive text messages from the Foundation, the Foundation and the Company will not sell Personal Information collected specifically in connection with such service, including your mobile telephone number or consent data, to any third party, and we will not share such Personal Information with any third party for cross-context behavioral advertising or targeted advertising purposes.

d. The messaging program and grant program on the Platform is a service of Secretsos Foundation through our fiscal sponsor UNIVERSITY IMPACT FOUNDATION, located at 3507 N University Ave, Suite 125, Provo, UT 84604.

‍7. Your Responsibilities & Our Rights

‍7.1. General Rules  

By agreeing to these Terms, you promise to follow these rules:

a. You will not send spam, use purchased, rented, or third-party lists of email addresses.

b. We provide image and data hosting only for use with our Platform in compliance with these Terms, so you may not host images or data on our servers for anything else.

c. The Platform is not directed at children under the age of 16, and the Company does not knowingly collect personal information from children. In your use of the Platform, it is your sole responsibility to comply with all applicable laws relating to the privacy rights of children, including the Children’s Online Privacy Protection Rule (COPPA). If you collect any personal information about a minor and store such information within your Account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction where the minor lives.

d. Neither you nor your authorized users will use the Platform in any manner or for any purpose other than as expressly permitted by the Terms. Neither you nor any of your authorized users will, or will attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of the Platform; (ii) reverse engineer, disassemble, or decompile the Platform or apply any other process or procedure to derive the source code of any software included in the Platform (except to the extent applicable law doesn’t allow this restriction); (iii) resell or sublicense the Platform, or (iv) access or use the Platform in a way intended to avoid incurring fees or exceeding usage limits or quotas; to develop data sets, foundation models, or other large scale models that may compete with Company or the Platform; for any illegal or unauthorized purpose; (v) to violate any laws in your jurisdiction, the laws applicable to you in your Customers’ jurisdictions, or the laws of the United States; or (vi) in a way that violates these Terms or any other Company Policies.

e. You will not misrepresent or embellish the relationship between you and us (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you.

‍7.2. Compliance With Laws And Regulations

You must always use the Platform in compliance with, and only as permitted by, applicable laws and regulations. You are responsible for determining whether the Platform is suitable for your use given your obligations under any federal, state, and international specific laws, requirements, guidelines, and/or standards (collectively, “Laws”) that apply or may potentially apply to you and your Content and business, including, but not limited to laws regarding accessibility, taxes, and subscriptions and auto-renewals, the Health Insurance Portability and Accountability Act (HIPAA), anti-corruption and anti-bribery laws and regulations, economic sanctions, and export control laws and regulations.

‍7.3. Global Trade Compliance

You agree to comply with all economic sanctions and export control Laws. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be involved with the use of the Platform are not: (a) on any sanctions lists in the countries where the Platform is available; and (b) doing business in any of the U.S. embargoed countries.

‍7.4. Public Forums

Company’s Facebook Community and other community features or forums include public forums, including, without limitation, discussion forums, message boards, blogs, chat rooms, or instant messaging features. You acknowledge these public forums are for public and not private communications. You further acknowledge that any Content you upload, submit, post, transmit, communicate, share, or exchange by means of any public forum may be viewed on the Internet by the general public, and therefore, you have no expectation of privacy concerning any such submission or posting. Further, you grant to Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use any such Content you post on a public forum to promote, advertise, and market Company and the Platform in any medium or format whatsoever now existing or hereafter created, without consent from or compensation or credit to you. You are, and shall remain, solely responsible for the Content you upload, submit, post, transmit, communicate, share, or exchange by means of any public forum and for the consequences of submitting or posting the same. You acknowledge and agree that Company is not responsible for any content posted on public forums by any third parties, including without limitation any content that you may find illegal, infringing, false, defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, negative, offensive, or harmful.

‍7.5. Mobile Networks; Texting  

‍When you access the Platform through a mobile network, such as one of our mobile applications, or sign up for our text message programs, your network or roaming provider’s messaging, data, and other rates and fees may apply. Not all Company products or services may work with your network provider or device.

When you sign up to receive text messages from us, you acknowledge and agree you will receive such text messages using an autodialer to the number you provide and that your consent for us to send you text messages is not a condition of purchasing the Platform or any other product or service. Not all carriers may be included within our text messaging programs. You can opt out of receiving text messages from us at any time. Please see any additional instructions provided to you at the time you sign up.

‍8. Suspension & Termination Of Your Account‍

‍8.1. Term

‍The term of these Terms will commence on the date you complete your Account registration and continue until terminated by us or by you as provided below.

‍8.2. By You  

You can terminate your Account at any time through your Account management page or by contacting us at support@secretsos.net, in which case your Account will continue until the end of that billing cycle before terminating. Terminations are confirmed immediately.

‍8.3. By Company 

Without limiting any other remedies available, we may suspend or terminate your Account for any reason, without notice, and at any time (unless required by Law), including if we suspect that you have engaged in fraudulent activity in connection with the use of the Platform or otherwise violated these Terms. Termination of your Account and these Terms will be without prejudice to any rights or obligations that arose before the termination date.

‍8.4. Effects of Termination

Upon termination of your Account by either party for any reason:

a. We will cease providing you access to the Platform and your Account.

b. Unless otherwise provided in these Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise.

c. Any outstanding balance owed to Company for your use of the Platform through the effective date of the termination will immediately become due and payable in full.

d. Your Site will be disabled, and you will no longer have access to the Platform or your Content.

e. Once your Account is terminated, you acknowledge and agree that we may permanently delete your Account and all data associated with it, including your Content.

‍9. Disclaimers & Limitations Of Liability‍

‍9.1. No Warranties  

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ANY INFORMATION, GUIDANCE, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND WE DO NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING THE AVAILABILITY, RELIABILITY, OR ACCURACY OF THE PLATFORM. BECAUSE HEROES USE THE PLATFORM FOR A VARIETY OF REASONS, WE CANNOT GUARANTEE THAT THE PLATFORM WILL MEET YOUR SPECIFIC NEEDS.

‍9.2. Exclusion Of Certain Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU ASSUME FULL LIABILITY FOR ANY LOSS THAT RESULTS FROM YOUR USE OF THE PLATFORM; AND (B) COMPANY AND TEAM WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.FOR THE AVOIDANCE OF DOUBT, IN NO INSTANCE WILL WE OR OUR AFFILIATES BE LIABLE FOR ANY LOSSES OR DAMAGES YOU SUFFER IF YOU USE THE PLATFORM IN VIOLATION OF THESE TERMS, REGARDLESS OF WHETHER WE TERMINATE OR SUSPEND YOUR ACCOUNT DUE TO SUCH VIOLATION.

‍9.3. Limitation Of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ANY CALENDAR MONTH, THE AGGREGATE TOTAL LIABILITY OF EACH OF COMPANY AND TEAM ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM AND THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO COMPANY FOR YOUR USE OF THE PLATFORM THE PRECEDING MONTH.

9.4. Limitation on Services.

1. You understand and agree that Our services are not counseling services and are not a substitute for professional counseling by a licensed psychotherapist or other licensed professional. You understand that the Company does not consist of any licensed psychotherapists or counselors.

 

2. You understand and agree that Company’s services are not specific financial advice, and that Company cannot guarantee financial success. You acknowledge that Company is not a financial advisor, and that Company shall not provide financial advising services that require any licensing on a state or federal level.

 

3. You understand and agree that Company’s services shall not be construed to be legal advice. While the Company co-founders are licensed attorneys, the Company does not provide legal advice or legal services. Nothing in this agreement or any content throughout Platform should be construed as an offer to represent you, nor it intended to create an attorney-client relationship, nor shall the receipt of any information provided throughout the Platform constitute an attorney-client relationship.

9.5 No Promise of Outcome.

While We strive to assist you and your business with the highest and best level of services, you acknowledge and agree that our Services and Platform are advisory. You understand that with any program, the Company is unable to make promises or guarantees with respect to any outcome from participation in the Platform and therefore Company does not guarantee success, or any specific level of income or results associated with the Services provided or the Platform. You understand that ultimately you are solely responsible for the use and implementation of these services in your personal and professional life.

‍10. Indemnification‍

‍10.1. General.  

You agree that you are solely and exclusively responsible for your use of the Platform and your Content. To the fullest extent permitted by law, you will indemnify and hold harmless Company and Team from all liabilities, damages, and costs (including settlement costs and attorneys’ fees and expenses) arising out of a third-party claim regarding or in connection with (a) your use of the Platform, including but not limited to your Content; (b) your breach of these Terms or any other policies incorporated herein; (c) violation of applicable Law by you or your business; (d) any misrepresentations by you; or (e) a third party claim alleging that any of your Content infringes or misappropriates that third party’s intellectual property rights.

‍10.2. Process  

We will (a) endeavor to give you prompt written notice of the claim; (b) permit you to control the defense and settlement of the claim; and (c) reasonably cooperate with you in the defense and settlement of the claim. You may not agree to any settlement of any claim that requires our commitment without our written consent.

‍11.  Resolving Disputes; Arbitration Agreement; Governing Law

‍11.1. Resolving Disputes  

If you have a concern, we want the opportunity to address it without needing a formal legal case. Before filing a claim against Company, you agree to try to resolve the dispute informally by contacting support@secretsos.net. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of the date we receive your initial email, you or Company may bring a formal proceeding.

‍11.2. Judicial Forum For Disputes

You and Company agree that any judicial proceeding to resolve claims relating to these Terms or the Platform will be brought in the federal or state courts of St. Louis County, Missouri subject to the mandatory arbitration provisions below. Both you and Company consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.

‍11.3. Mandatory Arbitration Provisions

‍IF YOU’RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

‍a. We Both Agree to Arbitrate.  You and Company agree to resolve any claims relating to these Terms or the Platform through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising from or relating to the interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.

‍b. Opt-out of Agreement to Arbitrate.  You may decline these arbitration terms with respect to these Terms within thirty (30) days of first registering your Account by contacting us at support@secretsos.net.  

‍c. Arbitration Procedures.  The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, St. Louis County, Missouri, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.

d. ‍Exceptions to Agreement to Arbitrate.  Either you or Company may assert claims, if they qualify, in small claims court in St. Louis County, Missouri, or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Platform or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in St. Louis County, Missouri to resolve your claim.

‍e. NO CLASS ACTIONS.  You may only resolve disputes with us individually. You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then this “Mandatory Arbitration Provisions” section will be deemed void.

‍11.4. Governing Law

‍These Terms will be governed by New Mexico law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.

‍12. Other Terms‍

‍12.1.   Assignment.  

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.

‍12.2. Independent Contractors

The relationship between you and Company is that of independent contractors and not legal partners, employees, or agents of each other.

‍12.3. No Waiver‍

A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

‍12.4. Severability  

If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of the terms will remain in full effect.

‍12.5. Third-Party Beneficiaries  

Except as otherwise provided herein, there are no third-party beneficiaries to these Terms.