THE I DO SOCIETY MEMBERSHIP AGREEMENT


Welcome to The I Do Society (hereafter referred to as “The I Do Society,” “we,” “us,” “our,” etc.), an online learning community that strives for the education of our Learning Members.  The I Do Society website and services including and without limitation all websites, mobile applications, and other interactive properties through which the services are delivered (hereafter “Site”) are owned, operated, and distributed by The I Do Society.  By interacting with any part of the Site, you are agreeing to the terms and conditions described below, the terms and conditions of our privacy policy, and any other legal notices published by us on the Site.  If you do not agree with all of these terms, you shall not use the Site and shall discontinue use of the Site immediately.  The terms of this Membership Agreement (hereafter “Agreement”) apply to all users, including both users who are simply viewing content available via the Site and users who have registered as members of The I Do Society.


The I Do Society may, at our sole discretion, modify this Agreement at any time.  By accessing the Site at any time after such modifications, you are agreeing to such modifications.  This Agreement was last modified as of March 17, 2021.


1.    DEFINITIONS


1.1    “Effective Date” shall mean the date by which this Agreement becomes effective which shall be the date you click “Agree” to this Agreement or some equivalent on the Site.  


1.2    “Site” shall mean The I Do Society’s website, accessed at theidosociety.com as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto.


1.3    “Learning Member” shall mean a Member of the Site who is not a Teaching Member and who has paid for membership on the Site, or who is accessing via a free trial, period of free membership or some other equivalent.


1.4    “Teaching Member” shall mean a Member of the Site who makes Content for The I Do Society for the Site.  


1.5    “Content” shall mean content created by a Teaching Member for The I Do Society for the Site.


1.6    “Member” shall mean an individual, whether a Learning Member or Teaching Member, who signs up and registers on and to the Site, or creates Content to be published on the Site.


1.7    “Members” shall mean the entire body of Learning Members and Teaching Members.  


1.8    “Membership” shall mean the status in which a Learning Member has by signing up for the Site and paying the required fees if required, and which Teaching Members have by creating Content for use on the Site with permission from The I Do Society.  


1.9    “User” or “Users” shall mean any Member or person, individual, or entity who has interacted with the Site in any way.  


1.10    “Governing Documents” shall mean this Agreement, the Privacy Policy placed on the Site, and any other documents relating to use of the Site, whether physical or digital.  


1.11    “You” shall mean the person, individual, or entity reading this Agreement.


1.12    “Member Submission” shall mean any content submitted by a Member of the Site for inclusion on the Site including, without limitation, any information submitted on message boards, forums, comment sections, replies to comments or other replies, or any other public area of the Site.  


2.    DESCRIPTION OF SERVICE


2.1    The I Do Society Site allows those interested in educating themselves to find educational and instructional videos, media, and materials to help run businesses, learn new ideas, and conduct other activities.


2.2    The I Do Society reserves the right to refuse to provide Membership to the Site to any person, entity, or organization for any reason and/or to discontinue the Site in whole or in part at any time, with or without prior notice.  


3.    INTELLECTUAL PROPERTY


3.1    Intellectual Property Overall.  The entire contents of the Site are protected by international copyright and trademark laws and other proprietary rights.  The owners of any and all intellectual property are The I Do Society, our affiliates, and/or independent contractors of The I Do Society.  YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE, VIDEOS, SOFTWARE, HANDOUTS, MATERIALS, OR ANY OTHER CONTENTS.  You may print and download portions of material as permitted and/or noted on the Site solely for your own non-commercial use or for a commercial use supported or endorsed by The I Do Society provided that you agree not to change or delete any copyright or proprietary notices from the materials, and provided that you agree not to share any material you paid for with any one else who has not purchased a license for that material or is otherwise unauthorized and/or unpermitted to view or handle such material.  


3.2    Data Mining.  You may not use any robots, spiders, or similar data mining, data gathering, or extraction tools or manual processes to collect, gather, or copy any content or data on or related to the Site in a manner not authorized by The I Do Society in writing.  You may not engage in practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Site, in any manner and in any quantities not authorized by The I Do Society in writing.  You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, but not limited to, images, text, page layout or form) of The I Do Society or its affiliates without express written consent.  You may not use meta tags or any other “hidden text” utilizing The I Do Society name or trademarks or any other intellectual property or proprietary information without the express written consent of The I Do Society.  


3.3    Member Submissions.  Whether or not any Member Submission is published, it will be subject to this Agreement.  The I Do Society does not guarantee any confidentiality with respect to a Member Submission, regardless of whether or not it is published.  You are solely responsible for your own Member Submission(s) and the consequences of posting or publishing them.  You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to your Member Submission(s) and all content included therein, including the right to authorize The I Do Society to use the Member Submission(s) in the manner contemplated by the Site and this Agreement.  The I Do Society neither endorses or assumes any liability for the contents of any Member Submission.  


The I Do Society and The I Do Society’s agents have the right at their sole discretion to remove any Member Submission or other content that, in our judgment, does not comply with this Agreement and/or any other rules of member conduct for the Site, or is otherwise harmful, objectionable, or inaccurate.  The I Do Society is not responsible for any failure or delay in removing any such Member Submission or other content.  You hereby consent to such removal and waive any claim against us arising out of such removal of any Member Submission, whether it is your own or another member’s.  See this Agreement for a description of the procedures to be followed in the event that any party believes that a Member Submission infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.  


3.4    License Grant.  You hereby grant to The I Do Society a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Member Submission(s) or any other materials or information (including, without limitation, ideas for new or improved products or services) you communicate to The I Do Society by any and all means and in any and all media now known or hereafter developed, unless otherwise stated.  You also grant to The I Do Society the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing, and promotional material related thereto.  You agree that you shall have no recourse against The I Do Society for any alleged or actual infringement or misappropriation of any proprietary right in your communications to The I Do Society.


3.5    Digital Millennium Copyright Act.  The I Do Society will not and does not tolerate violations of intellectual property rights on the Site.  If you are a copyright owner and believe that any Member Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”).  Per the DMCA, The I Do Society will respond expeditiously to claims of copyright infringement on the Site.  To provide The I Do Society notice of an infringement, you must provide a written communication to the attention of The I Do Society management at hello@theidosociety.com, setting forth the information specified by the DMCA including:

1.    A description of the copyrighted work or other intellectual property that you claim has been infringed;

2.    A description of where the material that you claim is infringing is located on the Site; 

3.    An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not The I Do Society, can contact you; 

4.    A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;

5.    A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf;

6.     Your electronic or physical signature.


The I Do Society may request additional information before removing any allegedly infringing materials.  In the event that The I Do Society removes the allegedly infringing materials, The I Do Society will immediately notify the person responsible for posting such materials that The I Do Society removed or disabled access to.  The I Do Society may also provide the responsible person with your email address so that the person may respond to your allegations.  You may be liable for damages (including costs and attorney’s fees) if you materially misrepresent that an activity is infringing your copyright.  


3.6    Teaching Member Content Creation.  Teaching Member shall provide Content to The I Do Society on an agreed upon topic or topics.  For purposes of clarity, “Content” shall include only those works which are specifically created by Teaching Member for The I Do Society.  The Content can be in many forms, including without limitation, in the form of training webinars, courses, training materials, webinar content, videos, audio(s), webinar workbooks, supplemental materials, books, e-books, blog posts and comments, and any other materials as agreed upon by the Parties.  


3.6    Content Ownership.  Teaching Member hereby grants The I Do Society, and to The I Do Society’s successors and assigns, an exclusive, worldwide, irrevocable, perpetual, and royalty-free license with the right to sub-license, display, transmit, distribute, reproduce, create derivative works of, and sell the Content, including all works based upon, derived from, or incorporating the Content.  This license shall cover all works and Content already created by Teaching Member for and delivered to The I Do Society, and all works and Content to be created in the future for The I Do Society.  Teaching Member hereby agrees that Teaching Member shall not, outside of the Site, utilize a title identical to any used on the Site by The I Do Society including that which was made by Teaching Member for The I Do Society or applied to Content made by Teaching Member.  To the extent any applicable law or treaty prohibits the transfer or assignment of any moral rights or rights of restraint the Teaching Member has in the Content, the Teaching Member waives those rights as to The I Do Society, its successors, licensees, or assigns.   Teaching Member agrees not to reproduce materials, courses, webinars, or any other content in any format for Teaching Member or for any other organization or individual.  


4.    MEMBERSHIP TERMS  

The following terms apply to your use of the Site and any account that you may open or attempt to open via the Site:

a.    You represent and warrant that you are at least 16 years of age.  If you are under age 16, you may not, under any circumstances or for any reason, use the Site;

b.    You must be a human to open an account and gain membership to the Site.  Accounts registered by “bots” or other automated methods are not permitted; and

c.    You are responsible for maintaining the security of your account and password.  We view any actions taken by your account as taken by you.  The I Do Society will not be liable for any loss or damage from your failure to comply with this security obligation.  


5.    OBLIGATIONS OF THE TEACHING MEMBER


5.1    Teaching Member will ensure that all Content is relevant and timely and is at a professional standard of quality.  During any presentation of the Content in any training video, or any other presentation, Teaching Member will present the material in a professional manner and at a professional standard of quality.  Teaching Member agrees to not take any action or make any statement which would place The I Do Society in false light or otherwise lower or injure the audience’s perception of The I Do Society.  


5.2    Teaching Member will ensure that any Content made by The I Do Society will be uniquely created for The I Do Society.  Teaching Member shall not share with an unauthorized third party any Content in full or in part, namely, Teaching Member will not repurpose, alter, edit, or cut-and-paste the whole or part of the Content for any purpose other than for the benefit of The I Do Society.  


5.3    Teaching Member will perform the duties as needed, in addition to working directly with The I Do Society and its authorized personnel, to ensure that the Content is of a high quality.  Teaching Member’s duties may include, but are not limited to, revising the Content, editing the Content, practicing any course or video through a dress rehearsal with The I Do Society, creating presentation slides, creating bonus material and supplemental material for any course or video, and revisions to bonus and supplemental material.    


6.    FEES; CANCELLATION AND REFUND POLICY


6.1    Learning Member Fees.  Learning Members must pay the fees as set forth on the Site.  Recurring Billing may be offered on the Site.  If recurring billing is in place, the membership fee for the Site will be billed on the beginning of the paying portion of your membership, whether it be each month, each quarter, or each year thereafter, unless and until you cancel your membership.  We automatically bill your Payment Method each term corresponding with the commencement of your paying membership.  The I Do Society reserves the right to change the time of our billing if your Payment Method has not successfully settled.  


6.2    Teaching Member Fees.  Upon agreeing to this Agreement, Teaching Member will become a Teaching Member on the Site, and will also automatically become a Member and Learning Member of the Site for no cost to Teaching Member.  However, Teaching Member understands and agrees that if Teaching Member becomes inactive as a Teaching Member, and continues to be a Member, The I Do Society reserves the right to start charging Teaching Member for membership fees.  


6.3    Cancellations.  Members may cancel Membership to the Site at any time and for any or no reason.  Note that cancellation of Membership will result in your loss of all membership benefits of the Site.  


6.4    No Refunds Policy.  Payments are non-refundable and there are no refunds or credits for partially used periods.  The I Do Society is not responsible for any refunds for any type of membership on the Site or any other services or goods that the Site offers now or in the future.  


6.5    Free Trials or Reduced Membership Price.  From time to time, The I Do Society or others on our behalf and authorized by us may offer trials of paid membership to the Site for a specified period without payment or at a reduced rate (hereafter, a “Trial”).  The I Do Society reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.  For some trials, we will require you to provide your payment details to start the Trial.  At the end of such trials, we may automatically start to charge you for the applicable paid subscription on the first day following the end of the Trial on a recurring term basis.  When you provide a Payment Method, we will attempt to verify the information you entered by processing an authorization hold.  We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced or affected in some way.  By providing your payment details in conjunction with the Trial, you agree to this charge using such payment details.  If you do not want this charge, you must cancel the subscription before the Trial is over and you are billed.  


6.6    Price Changes.  The I Do Society reserves the right, at any time, to change any fees or charges for using any services provided on the Site (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid or free services used prior to the time of the change.  


6.7    Teaching Member Payment.  Teaching Members are independent contractors as stated in Section 17 of this Agreement and will be compensated accordingly to the current Teaching Member Compensation Plan found [here].  The Teaching Member Compensation Plan and its calculations and figures may be altered and changed at any time without notice.  The I Do Society may begin use of a periodic bonus from time to time under certain circumstances.  The I Do Society has no obligation to install such a bonus, and is under no obligation to continue use of a bonus and therefore may remove any such bonus at any time without notice to Teaching Member. Teaching Member will be paid on a monthly basis, typically between two (2) to four (4) weeks after the end of the previous month.  


7.    RULES FOR MEMBERS  

The following rules apply to both Learning Members and Teaching Members.  The I Do Society is a community of learners and educators involved in the wedding and marriage industry.  When you sign up for the Site, you agree to the following rules:


7.1    You will use the Site only for lawful purposes and agree to not use the Site in any way that infringes or will infringe upon the use or rights of any other member.  You will not use the Site to breach any local, state, federal, or international laws.  


7.2    Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications including without limitation Member Submission(s) through the Site.  


7.3    You will not upload any copyrighted, trademarked, or proprietary materials on the Site without the express permission of the owner.  You will not post any content that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party.  


7.4    You understand that classes posted are publicly available to be viewed and accessed by any member of the Site, or from time to time, to the general public for marketing or promotional purposes.  


7.5    You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.  


7.6    You will not share content from the Site with anyone who is not properly licensed or authorized to access the content.  


7.7    You will not upload, share, post, distribute, or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies.


7.8    You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.


7.9    You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.


7.10    You will not impersonate any person or entity, including any of our employees or representatives.


7.11    You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server.  Not all parts of the Service may be available to you or other authorized members of the Site.  You shall not interfere with anyone else’s use and/or enjoyment of the Site.  Members who violate systems or network security may incur criminal or civil liability.  


7.12    You will not take and/or create and/or save any screenshot(s), screen recording(s), picture(s), photograph(s) or any other method of copying, recording, and/or saving any information or pages on the Site. 


7.13    You accept all terms and conditions including the cancellation and refund policy as well as everything in this Agreement.


7.14    You will follow all reasonable rules set by a Teaching Member with respect to a class, video, or any other form of educational material, and you will not take any actions to interfere with the Teaching Member or any other members or users.


7.15    You may access the Site’s content for your information and personal use only.  


7.16    You will not copy any materials or techniques for purposes of your own or others’ classes or educational endeavors, or for interfering with any class, video, or any other form of educational material or the Teaching Member’s ongoing relationship with any member or members participating on the Site.


7.17    The I Do Society reserves the right to delete or suspend your account and membership if you violate any of these rules, or at any time and for any reason.  


8.    ADDITIONAL RULES FOR TEACHING MEMBERS 

The following rules apply to Teaching Members of the Site:


8.1    Teaching Member will use the Site only for lawful purposes and agrees to not use the Site in any way that will or does infringe upon the use or right of any other Teaching Member or Learning Member.  


8.2    Teaching Member’s use of the Site is subject to all applicable laws and regulations, and Teaching Member is solely responsible for the substance of Teaching Member’s communications on and/or through the Site.  


8.3    Teaching Member will not submit for upload any copyrighted, trademarked, or proprietary materials on the Site without the express permission of the owner.  Teaching Member will not post any content that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party.  


8.4    Teaching Member assumes full responsibility for the Content offered on the Site.    


8.5    Teaching Member understands that Content posted to the Site is publicly available to be viewed and accessed by any Learning Member or Teaching Member, or from time to time, to the general public for marketing or promotional purposes.  


8.6    Teaching Member agrees to not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.  


8.7    Teaching Member will not share content from the Site with anyone who is not properly licensed or registered to access the content.  


8.8    Teaching Member shall not artificially increase the number of views of his or her own Content.  Teaching Member acknowledges that such actions may result in the immediate termination of this Agreement, any relationship with The I Do Society, and that liability on the part of Teaching Member may result.  


8.9    Teaching Member will honor any registrations through the Site at the price and time listed at the time the Learning Member registered, and not to refuse enrollments or participation by any Learning Member for any discriminatory or other illegal reason.  


8.10    Teaching Member grants The I Do Society the right to place advertisements on Teaching Member’s Content at The I Do Society’s sole discretion. The information the Teaching Member submits to us, including name, email address, bio, photos, and website address will be used for marketing activities including, but not limited to publications, promotions or showcase of programs on our website or social media, and similar purposes. The I Do Society will make edits for clarity and length, as needed and in our sole discretion.


8.11    Teaching Member represents and warrants to The I Do Society that Teaching Member is qualified to create Content on the topic or topics that Teaching Member chooses and/or the Parties agree on.


8.12    Teaching Member shall at all times conduct himself or herself in a professional matter and in compliance with all applicable laws.


8.13    Teaching Member acknowledges that Learning Members may comment and reply to comments on Content posted on the Site, and that Learning Members may also review and evaluate Content.  Teaching Member acknowledges that The I Do Society cannot control the contents of any comments, replies to comments, reviews, or evaluations and that The I Do Society will not be held responsible for any information or opinions that a Learning Member may include in any comments, replies to comments, reviews, or evaluations.  


8.14    Teaching Member agrees that any and all Content created for the Site is exclusive to the Site.  Teaching Member may promote Teaching Member’s Content on third party websites such as Teaching Member’s social media account, but shall not share any substantial amount or portion of Content with any other third party, third-party website, or physical source.  


8.15    Teaching Member agrees and understands that Teaching Member does not have the right to demand that The I Do Society remove any Content from the Site.  Teaching Member also agrees and understands that The I Do Society may remove, add, or edit Content.


8.16    Teaching Member agrees that Teaching Member will not submit Content that violates anything in this Agreement, or any other governing documents relating to the Site, and Teaching Member understands that any of these may be updated and/or changed at any time without notice.


8.17    The I Do Society reserves the right to, but is under no obligation to, delete Content at any time and for any reason.  


9.    REFERRAL PROGRAM


9.1    The I Do Society may put in place a “Member Referral Program” (hereafter “Referral Program”).  Members may participate in this Referral Program by referring potential members to the Site, and subsequently that potential member registers for Membership on the Site.  Under this program, Teaching Members and Learning Members can earn particular rewards (hereafter “Referral Rewards”) for directing potential members to the Site and those individuals subsequently registering and paying for membership to the Site.  


9.2    The I Do Society has the right to at any time set in place such a Referral Program, change or alter any Referral Rewards that may be earned via such a Referral Program, or to stop the use of such a Referral Program at any time without notice to any Member or Members of the Site.  


9.3    The Referral Rewards that Member can accrue can be accrued and used solely by the Member that earned them.  Member may not earn Referral Rewards by permitting another individual to use Member’s The I Do Society account or Membership.  Referral Rewards accrued in multiple The I Do Society accounts on the Site may not be combined to one account or moved from account to account, or from member to member.  Member may not earn Referral Rewards by creating multiple The I Do Society accounts or memberships.


9.4    The I Do Society reserves the right to suspend Member’s account and remove any referrals should The I Do Society notice any activity The I Do Society determines as an abuse of the Referral Program or any other similar program offered on the Site.  


10.    THE I DO SOCIETY RIGHTS 

The I Do Society reserves these rights.  Note that The I Do Society is not liable for any damages as a result of any of these actions, and it is our policy to not comment on the reasons for any such action:


10.1    We can make changes to The I Do Society Site and services provided without notice or liability.  


10.2    We have the right to terminate your Membership, account, payment, or other affiliation with the Site at any time and for any reason.  We can change our membership eligibility criteria at any time.  If these things are prohibited by law where you live, then we revoke your right to use the Site in that jurisdiction.  


10.3    We will cooperate fully with investigations of violations or systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.  


10.4    We have the right to reject, cancel, interrupt, remove, or suspend any class, comment, or other posted comment, or educational materials or services at any time and for any reason.  


11.    CONFIDENTIALITY

  

11.1    Data Policy.  When a Learning Member participates in an educational activity on the Site, The I Do Society may share that Learning Member’s username and profile with the Teaching Member for the purposes of teaching and continuing education of Learning Members on the Site.  By registering as a Member, you grant The I Do Society permission to share your information with any and all Teaching Members on the Site, as well as any other The I Do Society personnel.  Teaching Members are required to respect the privacy of each and every Member.  The Teaching Member has a limited license to use this information for only The I Do Society-related communications or for The I Do Society-facilitated transactions.  The Teaching Member may use that personal information for no other purpose, such as sending unsolicited commercial messages or unauthorized transactions.  


11.2    Teaching Member recognizes that the business interests of The I Do Society require a confidential relationship between Teaching Member and The I Do Society, and that Teaching Member is expected to provide the fullest protection and confidential treatment of The I Do Society’s business information, including but not limited to Member information, computer passwords or any other log-in information, website traffic statistics and information, course viewership numbers or information, and any other information relating to The I Do Society that may not be commonly known to the public (hereafter “Confidential Information”), which may be conceived, learned, or obtained by Teaching Member in the course of Teaching Member’s relationship with The I Do Society.  


11.3    Teaching Member agrees to keep secret and treat as confidential all Confidential Information, regardless of the form it takes, and agrees not to copy, reproduce, use (directly or indirectly), advise, or aid others in learning of, copying, or using the Confidential Information.  Teaching Member will treat such information or documents confidentially and will treat such information or documents as proprietary and confidential, not to be reproduced, disclosed, or used without the appropriate written authority from The I Do Society.  


11.4    As mentioned in Section 11.1 above, when a Member participates in an educational activity on the Site, The I Do Society may share that member’s username and profile with Teaching Member for the purposes of teaching members and continuing education of members on the Site.  Teaching Member is required to respect the privacy of each and every member.  The Teaching Member may use this information for only The I Do Society-related communications or for The I Do Society-facilitated transactions.  The Teaching Member may use that personal information for no other purpose or purposes, such as sending unsolicited commercial messages or unauthorized transactions.  Without the express consent from an individual member, Teaching Member may not misuse any Member’s personal information in any way.  Teaching Member must comply with all relevant legal rules and laws when using the Site, including applicable data protection and privacy laws.   


12.    WARRANTIES AND REPRESENTATIONS


12.1    Teaching Member’s Warranties and Representations.  Teaching Member represents and warrants to The I Do Society the following:

a.    None of the Content that Teaching Member will create, access, use, incorporate, and/or turn over to The I Do Society will contravene any proprietary or intellectual property rights of any third person or entity;

b.    None of the Content will be libelous, scandalous, and/or defamatory;

c.    None of the Content created by Teaching Member for, and on behalf of The I Do Society violates the right of privacy or the right of publicity of any third person or entity; 

d.    Everything created by Teaching Member for, and on behalf of The I Do Society is original work and does not in any way infringe the rights of any third party; and

e.    Everything created by Teaching Member for, and on behalf of The I Do Society does not in any way infringe the rights of any third party and if third-party creative works are used then Teaching Member has copyright permissions to use such creative works (for example Creative Commons licenses).


12.2    The I Do Society’s Warranties and Representations.   The I Do Society makes no representation and warranties of any kind.  The I Do Society does not promise that Teaching Member will be paid any minimum amount of royalty, or any royalty at all.  The I Do Society does not promise to offer the Content for sale for any minimum time period and reserves the right to cease the offer of the Content at any time and for any reason.  The I Do Society does not promise that any content or material provided on the Site will have any beneficial or helpful effect.


13.    DISCLAIMER OF WARRANTIES


13.1    THE SITE AND ALL MATERIALS AND CONTENT INCLUDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGMENT.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SITE, SERVICES, AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SITE, SERVICES, AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CLASS THAT YOU ATTEND, VIDEO YOU WATCH, OR ANY OTHER EDUCATIONAL MATERIAL YOU ENCOUNTER AND/OR EXPERIENCE VIA THE SITE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.


13.2    THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS.  WE MAY MAKE CHANGES TO THE SITE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE.  THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.

THE USE OF THE SITE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. Through your use of the Site, you may have opportunities to engage in commercial transactions with other members, or vendors, including (without limitation) Learning Members and Teaching Members.  You acknowledge that all transactions related to any class or course or other merchandise or service offered by any party, including, but not limited to, the purchase terms, payment terms, warranties, guarantees, maintenance, and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and you.  THE I DO SOCIETY MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SITE, OR ANY RELATIONSHIPS FORMED ON THE SITE, AND YOU FULLY UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK.  ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY CLASS, PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY THE I DO SOCIETY OR ANY OTHER OF THE I DO SOCIETY’S AFFILIATES.  


13.3    Content available through the Site or presented in any other video or other place, material, or content on the Site represents the opinions and judgments of an information provider, user, member, instructor, or other person or entity not connected with us.  We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized The I Do Society spokesperson speaking in his/her official capacity.  


13.4    You understand and agree that temporary interruptions of the Site may occur as normal events.  You further understand and agree that we have no control over third party networks you may access in the course of the use of the Site, and therefore, delays and disruption of other network transmissions are completely beyond our control.  


13.5    You understand and agree that the Site is provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any user communications or personalization settings.  


13.6    SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 


14.    LIMITATION OF LIABILITY


14.1    IN NO EVENT SHALL THE I DO SOCIETY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, ITS CONTENTS, OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE SITE.  


14.2    FURTHER, NEITHER THE I DO SOCIETY NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, NOR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS SHALL BE LIABLE IN ANY WAY FOR ANY CLASS, VIDEO, MATERIALS, OR OTHER CONTENT OR ANY THIRD PARTY GOODS OR SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING COMMERCIAL TRANSACTIONS WITH OTHER MEMBERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A MEMBER AND INSTRUCTOR.  


14.3    SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  


15.    INDEMNIFICATION


15.1    When you register and become a Member of the Site, you expressly and fully understand and agree to the following:


a.    You shall indemnify, defend, and hold harmless The I Do Society and its officers, directors, employees, agents, affiliates, and their respective successors or assigns against any loss, claim, or damage that The I Do Society may suffer as a result of your breach or any member’s breach of any one or all of the above rules and specifications stated in this Agreement or in any governing document relating to the Site, or as a result of any transaction that is directly or indirectly related to this Agreement or the carrying out of this Agreement.  


b.    To the fullest extent permitted by law, you hereby release The I Do Society and its officers, directors, employees, agents, affiliates, and their respective successors or assigns from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to any dispute relating to the rules and agreements surrounding and regarding the Site or any transaction or attempted transaction with Teaching Member or another member of the Site.  You agree and understand and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns.  


c.    You acknowledge and fully understand that participating in any manner and in any activity on the Site is at your sole risk.  You understand that you may be exposed to a variety of risks and hazards, which may or may not be foreseen, including, but not limited to, personal injury, property damage or loss, lost profits, any other losses, and death.  You are solely responsible for all costs and/or risks associated with participating on the Site.  To the fullest extent permitted by law, you hereby release The I Do Society and its officers, directors, employees, agents, affiliates, and their respective successors or assigns from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, related to your participation in anything related to the Site.  You agree and understand and intend that this assumption of risk and release is binding upon your heirs, executors, agents, administrators, and assigns.  


d.    If applicable, you waive California Civil Code Section 1542, which states, in relevant part: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


15.2    When you become a Teaching Member of the Site, you expressly and fully understand and agree to the following:


a.    Teaching Member shall indemnify, defend, and hold harmless The I Do Society and its officers, directors, employees, agents, affiliates, and its respective successors or assigns against any loss, claim, or damage that The I Do Society may suffer as a result of Teaching Member’s breach of any one or all of the above representations and warranties, or as a result of any transaction that is directly or indirectly related to this Agreement or the carrying out of this Agreement.  


b.    To the fullest extent permitted by law, Teaching Member hereby releases The I Do Society and its officers, directors, employees, agents, affiliates, and their respective successors or assigns from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to any dispute relating to the rules and agreements surrounding and regarding the Site or any transaction or attempted transaction with another Teaching Member or Member of the Site.  Teaching Member agrees and understands and intends that this assumption of risk and release is binding upon Teaching Member and Teaching Member’s heirs, executors, agents, administrators, and assigns.  


c.    Teaching Member acknowledges and fully understands that creating, teaching, or posting educational material or Content to the Site is at Teaching Member’s sole risk.  Teaching Member understands that Teaching Member may be exposed to a variety of risks and hazards, which may or may not be foreseen, including, but not limited to, personal injury, property damage and loss, lost profits, any other losses, and death.  Teaching Member is solely responsible for all costs and/or risks associated with creating and publishing educational materials and Content on the Site.  To the fullest extent permitted by law, Teaching Member hereby releases The I Do Society and its officers, directors, employees, agents, affiliates, and their respective successors or assigns from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, related to Teaching Member’s participation in anything related to the Site.  Teaching Member agrees and understands and intends that this assumption of risk and release is binding upon Teaching Member’s heirs, executors, agents, administrators, and assigns.  


D.    If applicable, you waive California Civil Code Section 1542, which states, in relevant part: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


16.    PUBLICITY WAIVER AND RELEASE


16.1    Teaching Member hereby irrevocably permits, authorizes, and licenses The I Do Society and its affiliates, successors, and assigns, and the employees, officers, directors, and agents of each and all of them (hereafter “Authorized Persons”) to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, and otherwise use and permit others to use Teaching Member’s name, image, likeness, appearance, voice, professional and personal biographical information, and other personal characteristics and all materials created by or on behalf of The I Do Society that incorporate any of the foregoing (hereafter “Materials”) on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on magazines, brochures, and other print publications, electronic, magnetic, and optical media, press releases, and the internet for the purpose of selling and presenting the Content and the advertising, public relations, publicity, packaging, and promotion of The I Do Society and its affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation except as otherwise expressly provided in this Agreement.  


16.2    Teaching Member acknowledges and agrees that Teaching Member has no right to review or approve Materials before they are used by The I Do Society, and that The I Do Society has no liability to Teaching Member for any editing or alteration of the Materials or for any distortion or other effects resulting from The I Do Society’s editing, alteration, or use of the Materials.  The I Do Society has no obligation to use the Materials or to exercise any rights given by this Agreement.  


16.3    To the fullest extent permitted by applicable law, Teaching Member hereby irrevocably waives all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure throughout the world (collectively, “Claims”) arising directly or indirectly from the Authorized Persons’ exercise of their rights under this Waiver and Release and the use and exploitation of the Materials, and further covenants not to make or bring any such Claim against any Authorized Person and forever releases and fully discharges the Authorized Persons from any liability under such Claims whether caused in whole or in part by the negligence of The I Do Society or any other person.  


16.4    Teaching Member represents and warrants to The I Do Society that the Authorized Persons’ use of the Materials and the rights and license granted hereunder do not, and will not, violate any right of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from any third party is required in connection herewith.  

17.    MISCELLANEOUS


17.1    Jurisdiction and Choice of Law.  You agree that the Site shall be deemed a passive interactive service based solely in California and shall not give rise to personal jurisdiction over The I Do Society, either specific or general, in jurisdictions other than California.  This Agreement, together with any other Governing Documents, shall be governed and construed in accordance with the internal laws of the State of California, without regard to conflicts of law provisions.  You agree that any legal action or proceeding between The I Do Society and you for any purpose concerning this Agreement or any other Governing Documents related to the Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the state of California.  


17.2    Statute of Limitations.  Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.  


17.3    Arbitration.  You and The I Do Society agree that any dispute or claim arising from or relating to this Agreement, the Privacy Policy, or any other governing document(s) relating to the Site shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this Section).  Our arbitration will be handled by a sole arbitrator in accordance with those rules.  Judgment on the arbitration award may be entered in any court that has jurisdiction.  Any arbitration under the Agreement, the Privacy Policy, or any other governing document(s) related to the Site will take place on an individual basis: class arbitrations and class actions are not permitted.  You understand that by agreeing to this Agreement, you and The I Do Society are each waiving the right to trial by jury or to participate in a class action.  Notwithstanding the foregoing, each Party shall have the right to bring an action in a court of proper jurisdiction for injunctive relief or other equitable or conservatory relief, pending a final decision by the arbitrator.  Notwithstanding the foregoing, in the event of a breach of any intellectual property rights of The I Do Society, The I Do Society and all Members agree that The I Do Society shall suffer irreparable harm and shall be entitled to seek injunctive relief without the posting of a bond.


17.4    Relationship Between The I Do Society and Teaching Member.  Teaching Member is an independent contractor and not an employee or agent of The I Do Society.  Teaching Member shall have no authority to bind The I Do Society in any matter whatsoever.  Teaching Member has no right to participate in any of The I Do Society’s presently existing or future employee benefit plans, including stock option plans, retirement plans, medical plans, or other benefits provided for employees of The I Do Society from time to time.  


17.5    Complete Agreement.  This Agreement, together with any other Governing Documents, constitute the entire agreement between you and The I Do Society concerning the Site and the services provided by The I Do Society.  If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect.  The I Do Society’s failure to insist upon or enforce strict performance of any provision of this Agreement or any other governing document(s) relating to the Site shall not be construed as a waiver of any provision or right.  Neither the course of conduct between the parties not trade practice shall act to modify any provision of this Agreement.  The I Do Society may assign its rights and duties under this Agreement or any of the other governing documents to any party at any time without notice to you.  


17.6    Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  


17.7    Merger.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  


17.7    General.  Teaching Member shall not subcontract or assign this Agreement without the prior written consent of The I Do Society.  This Agreement is binding on and shall inure to the benefit of the Parties hereto and their respective successors and assigns.  You agree that all electronic communication between The I Do Society and you shall satisfy any legal requirements that such communications be in writing.


17.8    Rights Reserved.  Any rights of The I Do Society not expressly granted herein are reserved.