On Brand by Sarah

THE COZY CONTENT CORNER MEMBERSHIP PROGRAM


On Brand by Sarah, (“Company”, “Us”, or “We”) is excited to welcome You (“You”, “Your”, or “Member”) to The Cozy Content Corner Program (the “Program”)!

The Cozy Content Corner is a 3-month or 6-month (depending on which option you choose) recurring membership program designed to help You simplify your business and marketing with content prompts, monthly hot seat coaching and more!

As a condition of Your membership in the Program, You agree to be bound by the following Terms and Conditions (“Terms” or “Agreement”), as effective on the date of your initial purchase (“Effective Date”). If You do not wish to be bound by these Terms please do not join the Program. We reserve the right to change these Terms from time to time with or without notice to You. You acknowledge and agree that it is Your responsibility to periodically review these Terms. Your continued membership in the Program will constitute acknowledgment and acceptance of the modified Terms.

TERMS AND CONDITIONS

1. Program Platform Access and Content.
Platform Access.
We utilize ThriveCart (the “Platform”), a third-party software, to manage our Program. Upon joining the Program, You will be prompted to create a profile on the Platform utilizing credentials that are unique to You (“Access Credentials''). Under no circumstance are You to share Your Access Credentials with anyone.
Program Content.
Access to Content. As a benefit of Your membership, You will have access to Program Content through Our Platform during the duration of Your membership.
Ownership of Content. Any information, processes, communications, published works, photos, videos, graphics, or other materials (“Program Content”) that You receive access to during Your membership in the Program is solely owned by Company. By accepting these Terms, you agree that all content presented to You during Your membership is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of Us. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Company or its Affiliates.
Limitations on Use of Content. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Program Content in any form or any means whatsoever without prior written permission from us. Any unauthorized use of Program Content violates our intellectual property interests and will result in criminal or civil penalties.
2. Membership Fee and Cancellation.
Membership into the Program requires that You pay a membership fee of $291 every 3 months or $485 every six months (the “Fee”). You understand that You must maintain a card on file for processing of the Fee. In the event that Your card is declined, Your membership access will immediately terminate, unless or until Your card information is updated, and the Fee is successfully processed.

Membership into the Program is recurring on a 3 or 6 month basis. You may only cancel after your initial duration has been completed (i.e., your first 3 or 6 months depending on which option you selected at the time of initial purchase) All processed Fees are final and non-refundable.
3. Program Coaching Support and Q&A.
The Cozy Content Corner commits to hosting one live hot seat coaching call each month. You must attend the call to receive feedback and/or have your questions answered.
4. Program Results Disclaimer and Warranties.

While We operate to the best of Our ability and judgment, We cannot guarantee that this Program will yield or guarantee You any specific results. You agree and acknowledge that Your participation in the Program does not guarantee or yield any specific results to you. You agree to not hold Us liable for any results as a participant in this Program.

5. Confidentiality.
The Parties agree to keep confidential any and all proprietary information relating to the other party’s business, and any other information not generally made available to the public (collectively, “Confidential Information”). The term Confidential Information includes the terms of this Agreement. The Parties shall use all commercially practicable efforts to safeguard the secrecy and confidentiality of each other’s Confidential Information, and shall not disclose any of the Confidential Information to any third party (other than as required to fulfill its contractual obligations or with the written consent of the other party), during the Term and thereafter.


6. Indemnification.
Each party agrees to indemnify, defend, and hold the other party harmless from all foreseeable claims, losses, expenses, fees (including reasonable attorneys’ fees) costs, and judgments, that may be asserted against the other party that results from its breach of this Agreement, its negligence, or its willful misconduct.
7. Limitation of Liability.
Except for indemnification obligations, neither party will be liable for damages that are remote or speculative, or that the breaching party could not reasonably have foreseen when entering into this Agreement.
8. Term and Termination.
The Term of this Agreement shall commence on the Effective Date and will remain in effect until terminated. You may terminate this Agreement by ending your membership in the Program after your 3 or 6 month period. Company may terminate this Agreement at any time due to breach by You or by written notice to You.

9. Miscellaneous Provisions.

9.1 Governing Law and Dispute Resolution. This Agreement shall be construed under and in accordance with laws of the State of New Jersey without regard to conflict of law principles.
Any controversy or claim arising out of or relating to this Agreement, and any other disputes between the parties, shall be resolved in the courts in the State of New Jersey.
9.2 Representations and Warranties.

Each party represents and warrants to the other party that it has the right to enter into this Agreement and fulfill its obligations without violating any other agreement entered into with any third-party. Each party further represents and warrants to the other party that to the best of its knowledge, any and all materials or information of any kind that it provides: (i) does not infringe upon any third-party rights of any kind, including without limitation, any intellectual property rights, unfair competition, or publicity or privacy rights; and (ii) is true and accurate in all respects.

9.3 Assignments.

The benefits and obligations of each of the parties under this Agreement may not be assigned without the written consent of the other party.

9.4 Schedules and Exhibits.

All Schedules and Exhibits to this Agreement, if any, are incorporated by reference into, and made a part of, this Agreement.






9.5 Severability.

In case any one or more of the provisions contained in this Agreement, for any reason, is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.
9.6 Interpretation.
The fact of authorship by or at the request of a party must not affect the construction or interpretation of this Agreement.

9.7 Force Majeure.
Neither Party will be liable to the other or will be considered to be in breach of this Agreement, on account of any delay or failure to perform as a result of any acts of God, acts of any political entity, natural disasters, pandemics, and epidemics, or any other causes or conditions that are beyond such party’s reasonable control. Should any such event occur, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
9.8 Notice.
Any notice required to be given under this Agreement must be in writing and delivered to the other designated party via email.
9.9 Relationship of the Parties.
The relationship between the Parties under this Agreement is that of independent contractors. No joint venture, franchise, partnership, employment agreement, or agency is created under this Agreement.

9.10 Entire Agreement.
This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. You certify and acknowledge that they have had the opportunity to read this Agreement and that You have voluntarily entered into this Agreement fully aware of its terms and conditions.