PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND AUTHENTIC CEO, LLC. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS, CREATE AN ACCOUNT, OR USE THE SERVICES (AS DEFINED BELOW).

Effective Date: February 1, 2022

In these Terms & Conditions (referred to as these “Terms” or this “Agreement”), the terms “you”, “your”, or “Customer” refer to you. If you are creating an account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to us that you have the authority to bind that organization to these Terms (and, in which case, the terms “you”, “your”, or “Customer” refer to that organization). The exception to this is if that organization has a separate written agreement with us covering the use of the Services, in which case that agreement will govern such use. The terms we”, “us,” “our” or “Authentic CEO” refer to Authentic CEO, LLC, a Utah corporation. Authentic CEO or Customer may also be referred to individually as “party” and together as “parties” in these Terms. Prior to purchasing or using our Services, you must review and accept these Terms. By purchasing or using our Services, you are agreeing that you have fully read, understood, and agreed to comply with all the Terms herein.

When we refer to the “Services” in these Terms, we mean all products and services provided by us or our Partners, as applicable, that are used by you, including, without limitation, products and services that are purchased for a fee, on a trial basis, or otherwise free of charge.

When we refer to a “Partner” in these Terms, we mean any entity that provides products or services that is contracted with us to assist us in providing our Services.

Acceptance and Changes to These Terms

Your purchase of our Services is your acceptance of and agreement to comply with our current Terms. Our Terms may be updated periodically with the latest Terms publicly published at https://www.authentic.ceo/termsandconditions. The updated version of these Terms will supersede all prior versions. Your continued use and/or payment for our Services is your continued agreement to the updated Terms. 

If during the purchase of our Services you disagree with our Terms, do not proceed with the purchase. If during the term of use and/or payment of our Services the Terms change such that you no longer accept those changed policies, discontinue use and/or cancel the payment plan for our Services within 30 days of the Terms change and the previous version of the Terms will remain valid for your account, although no new Services can be purchased without agreeing to the latest version of the Terms. If you do not accept our updated Terms and are unable to cancel your Services due to the terms of the Service, reach out to [email protected] within 30 days of the Terms update and we will work with you to come to an agreeable resolution.

Terms of Service

Account Creation and Information
To use the Services, you will be asked to create an account. When creating an account, you must provide true, accurate, current, and complete information about yourself as requested during the account creation process. You must keep that information true, accurate, current, and complete after you create each account. 

Service Availability
We will make the Services available to you in accordance with these Terms. Some of our Services are delivered in a format that is tailored to the Customer(s). As such, the scope of those Services may vary from the originally advertised scope. You understand that some of our Services rely on other service providers (such as Karta to deliver online course content, Zoom for live online calls, etc.) and the availability of our Services is dependent on their availability. In the event of an outage, we will reschedule our Service delivery. You agree that the Service will not be refunded for outages unless we have been unable to reschedule within 180 days after the outage. In addition to outages, our Services may be subject or changes in scope or availability due to major disasters and/or acts of God. We will make every attempt to modify the Services to provide equivalent alternate value in the format and timeline that is consistent with a reasonable recovery from the major disaster or act of God. You understand and agree that the location where our products and services are delivered is not the key value and that equivalent value can be provided from an online, remote format when necessary. You agree that the Service will not be refunded for major disasters and acts of God unless we have been unable to reschedule or to provide an equivalent alternate value within 365 days after the event. 

Suspension of Services

We may suspend the Services immediately upon notice to you for cause if, we in good faith, determine: (a) that you materially breaches any provision of these Terms; (b) there is an unusual and material spike or increase in your use of the Services and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Services; (c) that our provision of the Services is prohibited by applicable law or regulation; (d) there is any use of the Services by you that in our judgment threatens the security, integrity, or availability of the Services; or (e) that information in your account is untrue, inaccurate, or incomplete. You remain responsible for the Fees. If we suspend the Services pursuant to the Terms of this Agreement, we will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur in connection with any such suspension.

Your Responsibilities
You will: (a) be solely responsible for all use of the Services under your account, including the quality and integrity of any data and other information made available to us by or for you through the use of the Services under these Terms (“Customer Data”); (b) not transfer, resell, lease, license, or otherwise make available the Services to other parties; (c) use the Services only in accordance with these Terms, the applicable Documentation, and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of yourself while utilizing the Services; and (e) do your best to prevent unauthorized access to or use of the Services and notify us promptly of any such unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your account.

Ownership 

As between the parties, we exclusively own and reserve all right, title, and interest in and to the Services, the Documentation, our Confidential Information (as defined below), and any data that is derived from the use of the Services that does not directly or indirectly identify you, subject to any restrictions under applicable laws. As between the parties, you exclusively own and reserve all right, title, and interest in and to your Confidential Information in accordance with these Terms.
 

Confidentiality
Definition.  “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, the content of the Services, non-public information about the Services including pricing discounts, Confidential Information disclosed by other Customers as a part of the Services, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party. Confidential Information does not include any information which: (a) is publicly available through no breach of these Terms or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without breach of Disclosing Party’s rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

Use and Disclosure.  Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Terms and (b) disclose or make Confidential Information of Disclosing Party available to any party, except to its respective employees, legal counsel, accountants (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under these Terms. Receiving Party is responsible for its Representatives’ compliance with these Confidentiality Terms. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Agreement. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. 

Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party notice of a Compelled Disclosure (to the extent legally permitted). Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.

Injunctive Relief.  The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of Confidentiality and that, in the event of an actual or threatened breach of the Confidentiality provisions of this Agreement, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
Survival. These Confidentiality Terms survive indefinitely beyond the termination of this Agreement.
 

DISCLAIMER
WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, THE SERVICES ARE PROVIDED “AS IS,” AND WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. 

Limitation of Liability

LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES.  IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

LIMITATION OF LIABILITY.  IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH IN THIS SECTION IN DETERMINING WHETHER TO ENTER INTO OR OTHERWISE ACCEPT THESE TERMS. THIS LIMITATION OF LIBIALITY SURVIVES INDEFINITELY BEYOND THE TERMINATION OF THIS AGREEMENT.

Use of Marks and Quotes
You grant us the right to use your name, logo, and a description of your use case to refer to you on our website, or marketing or promotional materials, subject to your standard trademark usage guidelines. 

Relationship  
Each party is an independent contractor in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its respective employees and agents and its respective labor costs and expenses arising in connection with its respective employees and agents. Each party will also be solely responsible for any and all claims, liabilities, damages, or debts of any type that may arise on account of each of its respective activities, or those of its respective employees and agents, in the performance of these Terms. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.

Severability  
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

Notices  
Notices to us under these Terms will be provided via email to [email protected]. Notices to you under these Terms will be provided via (a) email to the email address on your account or (b) your account portal.

Force Majeure
No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of these Terms to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil, or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster. The party affected by such cause will take all reasonable actions to minimize the consequences of such cause.
 

Dispute Resolution  
In the event of a dispute, claim, or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity thereof (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), each party’s senior representatives will engage in good faith negotiations with the other party’s senior representatives to amicably resolve a Dispute. If parties are unable to resolve a Dispute within thirty (30) days after the first request to engage in good faith negotiations or within such other time period as the parties may agree to in writing, then either party may commence binding arbitration.

The parties will share equally the fees and expenses of the arbitrator. The arbitration will be conducted by a sole arbitrator chosen by the mutual agreement of the parties. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. Any arbitration proceedings will take place in Salt Lake City, Utah.
 

Governing Law and Venue  
These Terms will be governed by and interpreted in accordance with the laws of the state of Utah, without regard to conflicts of laws and principles that would cause the laws of another jurisdiction to apply. 

Acceptable Use Policy
 

No Inappropriate Content or Users: Do not use the Services to transmit or store any content or communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate, objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public. This prohibition includes use of the Services by a hate group or content or communications that originate from a hate group or are exploitive, abusive, or hate speech.
 

Prohibited Activities: Do not use the Services to engage in or encourage any activity that is illegal, deceptive, harmful, violating others’ rights, or harmful to Authentic CEO’s business operations or reputation, including:

• Violations of Laws. Violating laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction (collectively, “Applicable Laws”). This includes violating Applicable Laws requiring (a) consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications or (b) compliance with opt-out requests for any data or communications.
• Interference with the Services. Interfering with or otherwise negatively impacting any aspect of the Services or any third-party networks that are linked to the Services.
• Reverse Engineering. Reverse engineering, copying, disassembling, or decompiling the Services.
• Falsification of Identity. Creating a false identity or any attempt to mislead others as to your identity.

No Service Integrity Violations. Do not violate the integrity of the Services, including:

• Bypassing Service Limitations. Attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services.
• Security Vulnerabilities. Finding security vulnerabilities to exploit the Services or attempting to bypass any security mechanism or filtering capabilities.
• Disabling the Services. Any denial of service (DoS) attack on the Services or any other conduct that attempts to disrupt, disable, or overload the Services.
• Harmful Code or Bots. Transmitting code, files, scripts, agents, or programs intended to do harm, including viruses or malware, or using automated means, such as bots, to gain access to or use the Services.
• Unauthorized Access. Attempting to gain unauthorized access to the Services.

Billing Policies 

Payment Terms 
All Services are delivered on a prepaid basis. We must receive valid payment from you before any billable Service is provided/activated.  
 

If you have chosen a Service with recurring fees, you are required to keep a valid form of payment on file. All recurring subscriptions are automatically invoiced on your renewal date according to the payment terms originally specified at the time of purchase and charged to your form of payment that is on file.  
 

Payment failure: In the event of a payment failure, your account will be considered in default and access to the Services will immediately cease. In the event that we choose to allow you to continue to access the Services in good faith while payment is restored, you agree to work with us expeditiously to successfully complete payment retroactively to the payment failure date. At any time while your account is in default, we reserve the right to immediately terminate your access to our Services. 
 

Late Fees: Any past due amounts are subject to late fees at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum interest rate allowed by applicable law.  
 

Collections Fee: In the event your account is submitted to a third-party collections service, a $35.00 processing fee may be added to your existing account balance. This fee is in addition to any other fees previously assessed on your account. 
 

Chargebacks: If you initiate a chargeback, we may assess a $50.00 processing fee for each individual chargeback. 
 

Payment Methods 
Most of our Services are paid through our online platform provider, Kartra by Genesis Digital, and our integrated payment processors, Stripe and/or PayPal. You understand that Authentic CEO, LLC relies on these service providers for all online payment transactions and that Authentic CEO, LLC has no access to your specific credit card, debit, card, or PayPal account information. You agree to work directly with these service providers if there is ever an issue regarding the safety and security of your payment information. 

For larger purchases or for if you prefer to pay directly with a bank transfer, contact us at [email protected] to request our bank ACH information.     

Additional Fees  
Many of our Services allow you to purchase add-ons or related Services for an additional fee. Services which include retreats or travel are not inclusive of all the costs associated with traveling. You may be responsible for your plane ticket, food costs, hotel room costs, and entertainment costs as an example. You will never be required to pay these additional fees or costs, but that also mean that you are unable to attend that part of the program. We strive to be transparent about the additional costs that are not covered as a part of our program fees, or conversely, what costs are covered by the program fees. However, due to the nature of how these programs are started prior to all the retreats being planned, it is not feasible for us to understand all the potential additional costs ahead of time. If the additional costs are critical for your decision making or budgeting for a program, please reach out to us at [email protected] prior to purchasing the Services so that we can better understand your needs and assist you in making the most informed decision possible. 

 
Refund Policies 
It is our genuine belief that our Services have the ability to provide substantial value. However, if you have made a genuine effort to engage with the Service in the way in which it was intended and you are not getting value from it, we would like to know. Please reach out to customer support and share the details of your experience so we can make our Services better. If your Service has a policy that allows refunds and you are still within that refund window, filing a case with customer support or requesting a refund through the support portal is the proper route to go. Our refund policies vary depending on the Service. Each Service identifies its refund policy and by purchasing the Service you are agreeing to abide by that policy.  

If you are a previous or existing client who has abused our refund policy by refunding more than one of our Services, then we reserve the right to deny your refund request for all current and future Services regardless of that Service’s refund policy. In the event that there are any costs that we encountered on your behalf in the good faith belief that you would be continuing with the Service, we reserve the right to deduct those costs from the refunded amount.  

Accounts that are currently in default are not eligible for refunds. 

Cancellation Process for Recurring Subscriptions 
Our cancellation policies differ depending on the Service. Our Services with repeating payments fall into 2 categories: Subscriptions and Installments. 

Subscriptions are recurring payments (usually monthly) for a Service that you may use in the upcoming month. These subscriptions may be ongoing indefinitely with no end date, until canceled. Except where otherwise noted, such as a minimum number of months for the initial subscription, subscriptions can be canceled at any time. Since subscription Services are paid for in advance of their usage, you will continue to have access to that product/service up to effective date of your cancelation which is your regular renewal date. 

Installments are a specific number of payments (usually monthly) to pay for a Service. Instead of paying a larger upfront payment for the Service, we have broken down the payments into installments. Since the installments are not directly related to the value delivery of the Service, cancellation is not allowed for Services with installment payments unless otherwise stated. 

To cancel a subscription, log in to our customer service portal, find the Service you intend to cancel in your list of purchased Services and complete the cancellation actions. If you are having trouble cancelling via the customer service portal or if you would like our assistance in cancelling, you can contact us by submitting an online ticket for a billing issue at least 10 days prior to your next payment date. Once submitted, it is your responsibility to ensure the ticket is completed and your Service is showing as canceled before you consider the cancelation complete. 
Cancellation of an account does not dismiss outstanding invoices or nullify previously agreed charges. At the time of cancellation, any outstanding balance must be settled. All canceled accounts with an outstanding balance may be turned over to a third-party collection service. 
  
Billing Disputes 
If you notice we have charged you in a way that seems inconsistent with the terms for the Service, you agree to file a ‘billing issue’ support ticket through our customer service portal and to work with us for at least 30 days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. If we receive a chargeback from a third-party credit/debit card company or bank on your behalf before we have been given a chance to resolve the issue, we have the right to charge you for our time spent in resolving such disputes and any associated fees we incurred, in addition to the $50 chargeback fee mentioned above. Regardless of the outcome of the chargeback, we retain the right to collect on any fees that are due. If we have received a chargeback related to your account, we have the right to suspend your account until the matter is resolved.