Terms of Use

Terms of Use

Last Updated: September 3, 2020

Acceptance of the Terms of Use.


These Terms of Use are entered into by and between you (“you” or “your”) and Be Well By Kelly, Inc and its affiliated subsidiaries and related entities (collectively, “Company,” “we”, “our” or “us”). The following terms and conditions, together with the Privacy Policy, Liability Waiver and Release, and any other documents expressly referenced hereunder (collectively, these “Terms of Use”), govern your access to and use of the Fab 4 Fundamentals Course and website located at https://kellyleveque.mykajabi.com/Fab4Fundamentals (“Website”), any content, functionality, and services offered through the Website (collectively, the “Services”). You and Company may each be referred to herein as a “Party”, and collectively as the “Parties.”

Please read these Terms of Use carefully before accessing or using the Website and Services. By using the Website and/or Services, you accept and agree to be bound and abide by these Terms of Use, which include our Privacy Policy found at https://kellyleveque.mykajabi.com/pages/privacy-policy, and our Liability Waiver and Release found at https://kellyleveque.mykajabi.com/pages/liability-waiver-and-release,  and to comply with all applicable laws and regulations. Your use of the Website and Services are also governed by Kajabi, LLC’s (“Kajabi”) website Terms of Use found at https://newkajabi.com/policies/terms and Privacy Policy found at https://kajabi.com/policies/privacy.

BY ACCESSING OR USING THE WEBSITE AND SERVICES, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT ACCESS OR OTHERWISE USE THE WEBSITE AND SERVICES. 

All rights not expressly granted to users in these Terms of Use are hereby reserved by Company. 

Children Under 13. The Website and Services are offered and available to users who are at least 13 years of age or older. By using the Website and Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website and Services. Users younger than 13 years old shall only access and use the Website and Services upon specific and verifiable authorization from at least one of the parents or a legal guardian. We reserve the right to request proof of age of any user, at any time, to confirm if access and use are in compliance with these Terms of Use, as well as to cancel any noncompliant accounts.

Changes to Terms of Use.

Company reserves the right to amend or update these Terms of Use at any time with or without notice to users, and may also add new features or functionality to, or change or remove existing features or functionality from, the Website and Services that will be subject to the Terms of Use. Notwithstanding the foregoing, in the event any changes to these Terms of Use shall materially change your rights, Company will provide you with prominent notice under the circumstances. Any user who continues to use the Website and Services after any changes are made will be deemed to have agreed to those changes. 

ARBITRATION NOTICE. AS FURTHER SET FORTH HEREIN, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO RESOLVE ANY DISPUTES IN COURT (INCLUDING TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION). 

Basic Terms and Rules of Conduct.

Any unauthorized use of the Website and Services is expressly prohibited. For the avoidance of doubt, you hereby agree to the following:

  • You are responsible for making all arrangements necessary for you to have access to the Website and Services and ensuring that all persons who access the Website and Services through your internet connection are aware of these Terms of Use and comply with them. 
  • To access the Website and Services or some of the resources it offers, such as to make a purchase, you may be asked to provide certain registration details or other information, including Personal Information (as defined in the Privacy Policy). It is a condition of your use of the Website and Services that all the information you provide on the Website and Services is correct, current, and complete. You agree that all information you provide to register with the Website and Services or otherwise, including, but not limited to, the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
  • Unless otherwise noted, the Website and Services as a whole or in part, and all materials that are part of the Services, including without limitation, the Company name, trademarks, designs, logos, copyright, the Fab 4 Fundamentals Course materials, and other intellectual property, and products and services made available to users via the Website or Services (collectively, “Company Content”) are copyrights, trademarks, trade dress or other intellectual properties owned, controlled, or licensed by Company or its subsidiaries and affiliates upon the terms hereunder. Unless otherwise noted, the Company Content shall be available to you for access or download for four (4) months from the date of payment and acceptance of all Terms of Use. Conditioned upon your compliance with these Terms of Use, you may only use Company Content and the Website and Services for your personal, noncommercial use; any other use of the Company Content or Services without Company’s express written consent in each instance is strictly prohibited. No right, title, or interest in any Company Content is granted or transferred to you as a result of your access or use thereof. Unless otherwise noted herein, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell, or participate in any sale of, or exploit in any way, any of the Company Content or Services. Unauthorized use of the Company Content is expressly prohibited by law, and may result in severe civil and criminal penalties.
  • We welcome your comments and feedback regarding our Services and products. We do not, however, accept confidential or proprietary information. Thus, all comments, feedback, ideas, suggestions, materials, information, and other submissions disclosed, submitted or offered to Company using Website and Services or otherwise (collectively, “Communications”) are not confidential and will become and remain Company’s property. The disclosure, submission, or offer of any Communications will constitute an assignment to Company of all worldwide rights, titles, and interests, and goodwill in the Communications without payment of any compensation. Additionally, Communications submitted by you must not violate any right of any third party, and must not contain any libelous, abusive, obscene, or otherwise unlawful material. If your Communications violate these Terms of Use, you may bear legal responsibility for such Communications.
  • You may not use the Website and Services to participate in any activity that is in violation of any federal, state, or local law including without limitation, all regulatory, administrative and legislative authorities. 
  • You shall not disable, hack, circumvent or otherwise interfere with security related features of the Website and Services or features that prevent or restrict use or copying of any Company Content or materials.
  • You shall not destroy, interfere with or disrupt, or attempt to interfere with or disrupt (including scan, probe or test the vulnerability of), any web pages available on the Website and Services, servers or networks connected to the Website and Services or the technical delivery systems of Company’s providers or break any requirements, procedures, policies or regulations of networks connected to the Website and Services.
  • You are responsible for any activity that occurs in the real world and through your account. If available, Company prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide to Company, including at registration and at all other times, will be true, accurate, current, complete, and confidential, and you agree to update your information as necessary to maintain its truth, accuracy, and confidentiality.
  • You agree that you will not solicit, collect or use the login credentials or other confidential information of other users of the Website and Services (each and collectively, “Third Party Users”).
  • You are responsible for keeping your password secret and secure.
  • You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Website and Services, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
  • You may not use the Website and Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Website and Services and your Communications, including but not limited to, copyright laws.
  • You must not change, modify, adapt or alter the Website and Services or change, modify or alter another website so as to falsely imply that it is associated with the Website and Services or Company.
  • You must not create or submit unwanted email, comments or other forms of commercial or harassing communications (a/k/a "spam") to any Third Party Users.
  • You must not interfere or disrupt the Website and Services or servers or networks connected to the Website and Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any of the Services or Company Content is rendered or displayed in a Third Party User's browser or device.
  • If available, you must not create accounts with the Website and Services through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
  • You must not attempt to restrict any Third Party User from using or enjoying the Website and Services and you must not encourage or facilitate violations of these Terms of Use or any other Company terms.
  • You must not infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity.
  • You understand and agree that you use the Website and Services at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Company as Company may determine in its sole discretion, we can stop providing all or part of the Website and Services to you.

General Conditions.

We reserve the right to modify or terminate the Website and Services or your access to the Website and Services for any reason, without notice, at any time, and without liability to you. Upon termination, unless subject to specific software or other licenses, all licenses and other rights granted to you in these Terms of Use will immediately cease. We are not responsible if information made available on the Website and Services is not accurate, complete or current. The material on the Website and Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. The Website and Services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Website and Services at any time, but we have no obligation to update any information on the Website and Services. You agree that it is your responsibility to monitor changes to our Website.  We reserve the right to refuse access to the Website and Services to anyone for any reason at any time.

Linked Sites and Third Party Websites.

All matters concerning your use of any services, products, or other offerings from any third party operating any site or property to which the Website and Service contains a link (each a “Linked Site”) are solely between you and the Linked Sites. We make no warranties or representations whatsoever with regard to any services and products provided by the Linked Sites. You will not consider us, and we will not be construed as, a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to any such transactions. You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, code or other materials presented on or through such websites. The inclusion of any link to such Linked Sites on our Website or Services does not imply our endorsement or recommendation of that Linked Site and we do not represent or warrant that the contents of any third party website is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. From time to time, the Website and Services may contain affiliate links or sponsored content, and we will comply with applicable laws and regulations where applicable, including, without limitation, including appropriate disclosures in accordance with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. Any access to or reliance on the contents of a third party website, including any Linked Site, is done at your own risk.

Territorial Restrictions.

The information provided within or in connection with the Website and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Website and Services or any portion of the Website and Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, Website and Services or other feature that Company provides.

These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls. 

Licensed Rights. 

By publicly posting information and materials relating to Company, its products or services on any social media site, website, or blog (e.g., Instagram, Facebook, Twitter, etc.) and using Company’s proprietary hashtags or handles, you hereby grant Company the worldwide, royalty free, irrevocable right and license to reproduce, display, distribute, re-post, re-share, or otherwise exploit such materials and information and your name, image, likeness, and any intellectual property controlled by you and all associated moral rights and goodwill, in whole or in part, on or through via Company’s social media and digital properties without further consent or compensation. Without limitation, such right and license includes Company’s right, though not obligation, to grant you attribution (e.g., tagging your profile, photo and/or video credit, etc.) via such social media platforms. Once posted, shared or otherwise distributed, Company shall have no obligation to remove such posts from its archival feed and you shall waive all claims related thereto.

No Special Relationship.

Except as otherwise described in the Privacy Policy, as between you and Company, you acknowledge and agree that your relationship with Company is not a confidential, fiduciary, or other type of special relationship.

Refund Policy. 

Services and other products available by and through the Site are non-refundable. Notwithstanding, and solely in connection with the Fab 4 Fundamentals course, if you are not 100% satisfied, you can request a refund if (i) you initiate the refund request within seven (7) days from the date of purchase, and (ii) you have accessed no more than five (5) videos from the course. If the request is eligible, you will be refunded for the full purchase price less any applicable processing fees. Please contact courses@kellyleveque.com to initiate a refund. Refunds processing times may vary.

Disclaimer of Warranties.

THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, COMPANY CONTENT, COMMUNICATIONS, FUNCTIONS, AND ALL OTHER MATERIALS PROVIDED OR DISPLAYED THROUGH THE WEBSITE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER COMPANY NOR ITS PARENT COMPANY NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,  INCLUDING WITHOUT LIMITATION AS TO INFORMATION, DATA, DATA PROCESSING, UPTIME OR UNINTERRUPTED ACCESS, THE AVAILABILITY, USABILITY, ACCURACY, PRECISION, CORRECTNESS, COMPLETENESS, OR USEFULNESS, AND SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO COMPANY OR VIA THE WEBSITE. THE COMPANY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE FOREGOING WARRANTIES AS WELL AS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. 

THE COMPANY PARTIES DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITE OR SERVICES, OR THE SERVER THAT MAKES THE WEBSITE OR SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE COMPANY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE WEBSITE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. THE COMPANY PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE AND SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE COMPANY PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE. 

BY ACCESSING OR USING THE WEBSITE OR SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE OR SERVICES. 

Limitation of Liability; Waiver.

UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE WEBSITE OR SERVICES; (B) THE COMPANY CONTENT (INCLUDING COMMUNICATIONS); (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE WEBSITE OR SERVICES; (D) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE COMPANY PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE WEBSITE OR SERVICES; (E) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (F) ANY ERRORS OR OMISSIONS IN THE WEBSITE’S OPERATION; OR (G) ANY DAMAGE TO ANY USER'S OR THIRD PARTY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE PROPERTY). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). 

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF COMPANY'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE COMPANY PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, COMPANY CONTENT, OR SERVICES OWNED OR CONTROLLED BY THE COMPANY PARTIES. 

BY ACCESSING THE WEBSITE OR SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." 

COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. 

Indemnification.

You (and any third party for whom you operate an account or activity on the Website or Services) agree to defend (at Company's request), indemnify and hold the Company Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities in connection with the Website or Services, or those activities conducted on your behalf): (i) your Communications or your access to or use of the Website or Services; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Company.

Dispute Resolution.

Unless expressly noted in these Terms of Use, we are ready to assist you and address your concerns via email at courses@kellyleveque.com. When contacting us, we ask that you include your name, address, phone number and email address, and a description of your problem or concern and any specific relief you seek. Customer service inquiries are typically returned within 2 business days. 

In the event that our customer service team is unable to resolve your concern, by using the Website or Services, you unconditionally agree that any and all Disputes (as defined below) between you and Company (whether or not such Dispute involves a third party) with regard to your relationship with Company, including without limitation Disputes related to these Terms of Use, your use of the Website or Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”).  Arbitration shall be before JAMS (formerly known as Judicial Arbitration and Mediation Services), www.jamsadr.com.  If you initiate arbitration, you shall have the choice as between these two arbitration forums; if Company initiates arbitration, it shall have the choice as between these two arbitration forums.  

WE EACH AGREE THAT, EXCEPT AS PROVIDED IN THE DEFINITION OF DISPUTES BELOW, ANY AND ALL DISPUTES WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, INCLUDING ALL ISSUES RELATING TO THE ENFORCEABILITY, INTERPRETATION, SCOPE, AND APPLICATION OF THIS ARBITRATION AGREEMENT (SUCH AS “GATEWAY” ISSUES OF ARBITRABILITY, WHETHER THE ARBITRATION AGREEMENT IS UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION) WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT BY A JUDGE OR JURY, IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. 

Class Action Waiver.

By using the Website or Services, you agree that the arbitration of any Dispute shall be conducted on an individual, not a class-wide basis, and that no such arbitration proceedings may be consolidated with any other arbitration or other legal proceedings involving Company or any other person.  You may bring claims only on your own behalf. You further agree that you, and anyone asserting a claim through you, will not participate in a class action, be a class representative, or otherwise participate in a class, representative, or consolidated proceeding against Company or class-wide arbitration for any claims covered by these Terms of Use. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Company is a party to the proceeding. 

If the foregoing class action waiver (“Class Action Waiver”) or any portion thereof is found to be invalid, illegal, unenforceable, unconscionable, void or voidable, then the Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court.  Any claim that all or part of the Class Action Waiver is invalid, illegal, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

Definition of Dispute.

Except as described below, the term “Dispute” in this Arbitration Agreement and Class Action Waiver means any dispute, claim, or controversy between you and Company regarding any aspect of your relationship with Company, whether based in contract, statute, regulation, ordinance, tort (including without limitation fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal, statutory or equitable theory, whether related to the access to and use of the Website or Services or otherwise, and includes the validity, enforceability or scope of these Terms of Use, except for the scope, enforceability and interpretation of the Arbitration Agreement and Class Action Waiver.

However, “Disputes” SHALL NOT include claims that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable, or any claim for public injunctive relief, i.e., injunctive relief that has the primary purpose and effect of prohibiting alleged unlawful acts that threaten future injury to the general public. Such claims may be determined only by a court of competent jurisdiction and not by an arbitrator.

How Will the Arbitration Work? 

Either you or Company may initiate arbitration proceedings.  The arbitration will be conducted before a single arbitrator.  The arbitration will be an individual arbitration, and shall in no event be commenced as a representative or class arbitration. The JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply.  The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. 

If required for the enforceability of the Arbitration Agreement under the Federal Arbitration Act, Company will pay all arbitrator’s costs and expenses.  If not, those costs will be paid as specified in the above-referenced rules.

Where Will the Arbitration Be Held?

The parties agree to bring the arbitration in California in the County of Los Angeles.  As set forth in “Governing Law & Venue” section below, the arbitrator will apply California law.

Time Limitation on Claims.

You agree that any claim you may have arising out of or related to your relationship with Company must be filed within 1 year after such claim arose; otherwise, your claim is permanently barred. This provision expressly survives the termination of your relationship with Company. 

Governing Law & Venue.

The law applicable to the interpretation and construction of these Terms of Use and any transaction (including purchases made via the Website or Services) using or relating to the Website or Services, shall be the Federal Arbitration Act, applicable federal laws and the laws of the state of California, USA, without regard to principles of conflict of laws, but subject to the Federal Arbitration Act and other federal law relating to the arbitrability of claims. You agree that all matters relating to your access to or use of the Website and Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of California AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.

Severability

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Company's failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. No waiver of any of these Terms of Use will be deemed a further or continuing waiver of such term or condition or any other term or condition. Company reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Company. 

Entire Agreement.

If you are using the Website or Services on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between You and Company and governs your use of the Website or Services, superseding any prior agreements between You and Company. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company. Any purported assignment or delegation by you without the appropriate prior written consent of Company will be null and void. Company may assign these Terms of Use or any rights hereunder without your consent. Neither the course of conduct between the Parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.  

Contact Us: Questions regarding the Website, Services, or Terms of Use should be directed as follows: email to courses@kellyleveque.com; or physical mail to Be Well By Kelly, Inc. c/o 9744 Wilshire Blvd., Suite 400, Beverly Hills, CA 90212.

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