General terms

Please read this contract between you and Sentient Academy carefully before creating your account and accessing the site. By checking the box, you accept and agree to all of the terms and conditions imposed in this agreement. Some Sentient Academy content/services are available to you free of charge, while others require you to pay a fee. Both free and paid content/services are subject to the terms and conditions of this Agreement. If you do not agree to these terms, you may choose not to proceed with this site. Sentient Academy reserves the right to modify these terms at any time. Except as otherwise stated herein, any change to these terms is effective immediately after Sentient Academy gives reasonable notice to you through e-mail, a site posting, or any other means by which you may obtain notice. It is your responsibility to check periodically for changes to these terms. Any use of the site after changes have been made shall be deemed acceptance of the changed terms and/or conditions.

Account Access and Rights

Sentient Academy hereby grants you a limited, non-exclusive, non-sublicensable, and non-transferable license to access the content and information available on the website according to the provisions contained herein. Your license may be subject to the payment and/or the subscription fees and adherence to these Terms. You agree not to allow any other person access to your account and license. Sentient Academy’s mission is to provide a premium learning experience through its resources. We are continuously expanding these resources and will take reasonable commercial efforts to provide uninterrupted services and access to our library. Due to the nature of the internet and conditions beyond the Sentient Academy’s control, you may not be able to access our site occasionally. If the issue of connectivity to the site is an issue within Sentient Academy’s control, Sentient Academy will take reasonable steps to ensure services and access are restored within a reasonable time frame. This means Sentient Academy will make reasonable efforts in good faith without an unduly or burdensome use or expenditure of time, resources, personnel, or money. While Sentient Academy strives to deliver a top-quality learning experience to you, it is your sole responsibility to make sure your hardware, software, and Internet service are compatible with such performance. Sentient Academy may increase pricing for future purchases at any time and for any reason without notice. One-Time Course Access Purchase

• No discounts, rebates, or special offers can be applied after the purchase.

Prohibited Conduct Policy

To ensure that you do not engage in Prohibited Conduct, Sentient Academy reserves the right to monitor your use and to revoke or deny access to any party who performs the following:

• Permit or provide others access to the site using your account credentials or the credentials of another authorized user.

Proprietary Rights

Sentient Academy and its content providers shall retain all worldwide rights in the intellectual property available through the site, including, but not limited to, trademarks, inventions, trade secrets, the software code, design elements, and the copyrights in its original content. You are advised to assume that everything on the site is protected and owned or licensed by Sentient Academy except as expressly stated in the terms. You shall not reproduce, duplicate, distribute, display any information for commercial use without the prior written consent of Sentient Academy. If you submit any unsolicited intellectual property or proprietary information to Sentient Academy, you may forfeit your rights contained in such communication or material.

Feedback

In the course of using Sentient Academy’s services, we may ask, and you may provide, Sentient Academy with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports, and test results) (“Feedback”), Sentient Academy will own all right, title, and interest in and to such Feedback (and you hereby make all assignments necessary to achieve such ownership). You acknowledge and agree that all Feedback is given voluntarily and does not contain confidential or proprietary information, and shall be considered as non-confidential by Sentient Academy.

Indemnification

You agree to defend, indemnify and otherwise hold harmless Sentient Academy and its officers, directors, agents, employees, shareholders, content creators, successors and assigns from and against any cause of action or claim, including court costs, expenses, and attorney fees, related to or arising from Prohibited Conduct Policy or other improper or illegal use of the site, or breach of these Terms.

Privacy Policy

All Sentient Academy employees are required to adhere to ethical standards in gathering, using, and safeguarding any information you provide as outlined in Sentient Academy’s Privacy Policy below.

Security and Authorized Use

You are prohibited from violating or attempting to breach the security of the Site. Sentient Academy has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. You are encouraged to take reasonable steps to protect against unauthorized access to your account. You represent and warrant that you are the person on whose behalf you claim to accept these terms. If you are entering into these terms on behalf of a party, you represent and warrant that you have the power and authority to do so. You also represent and warrant that you are an adult who is legally able to enter into these terms. You agree to notify Sentient Academy immediately of any unauthorized use of your account information as well as any suspicion of such events. You may be held liable for any losses incurred by Sentient Academy, its affiliates, officers, directors, employees, consultants, agents, or representatives due to someone else’s use of Your account. Sentient Academy will NEVER ask for Your password. If you receive any suspicious email asking for your password or account information, please notify Sentient Academy at keith@sentientacademy.com.

Warranties

You agree to access this site at your own risk. The content and services are provided as-is and as available without any form of warranty. Sentient Academy does not warrant any guaranteed result from the use of the content and services. Sentient Academy does not warrant that your access to the site will be uninterrupted, error-free, virus-free, or completely secure.

Limited Liability

Under no circumstances and under no legal theory (tort, contract, or otherwise) shall Sentient Academy or any of its affiliates, agents, employees, shareholders, directors, officers, third party content providers, content creators, successors, or assigns be liable to you or any other person or entity for any indirect, special, incidental, punitive or consequential damages of any character, including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, loss of productivity or contract, or any and all other commercial damages or losses. Your use of this site is at your sole risk and you are solely responsible for any damage to your computer system in excess of the amount Sentient Academy received from our users. This disclaimer is applicable to any damage or injury resulting from the negligence of Sentient Academy, computer virus or security breach, telecommunications errors, or unauthorized use of user information. Sentient Academy is not liable for criminal, tortious, or negligent actions or omissions of third parties that affect this site. The laws of your jurisdiction may prohibit or modify the foregoing disclaimers and limitations on damages, and such disclaimers or limitations on damages may not apply to you.

Third-Party Content

In order to provide the best possible service, Sentient Academy partners with third-party content creators to provide professional classes and to enhance the user experience with Sentient Academy. In no way does your membership with Sentient Academy, nor your access to these materials, including but not limited to texts, templates, worksheets, and videos, presented by the third-party creators establish a professional relationship between you and these third-party creators. You are not their clients, and they do not represent you in any fashion unless you independently seek after their services and they agree to take you on as a client. While the information provided is valid, it is general by nature to fit a broad audience. You have no obligation to use our professionals as your personal service providers. You should always exercise your best judgment and seek local counsel from attorneys, CPAs, marketing professionals, and other professionals in your area for help in determining what would be best for you.

Termination of Agreement

In addition to Sentient Academy’s other rights, it may terminate this agreement at any time and at its sole and absolute discretion. Sentient Academy may also terminate access to the site without notice if it believes, in its sole judgment, that you have breached or may breach any terms or conditions, or engaged in conduct that Sentient Academy deems inappropriate. In the event of termination of this Agreement, each Subscriber’s obligation to pay outstanding subscription fees shall survive any termination of this Agreement.

Miscellaneous

These Terms constitute the entire agreement between Sentient Academy and you regarding the subject matter hereof. Any previous agreement, whether oral or written, between Sentient Academy and you dealing with the subject matter hereof is superseded. These Terms may only be modified or amended in writing. If any portion of these Terms is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions shall continue in full force and effect. Upon your breach or threatened breach of these Terms, Sentient Academy may pursue any legal or equitable remedy available. Sentient Academy’s remedies are cumulative and not exclusive. Failure of Sentient Academy to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the agreement at any time thereafter. You agree that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By accessing the site, you accept this shortening of the statutes of limitations. Sentient Academy makes no representation that the content of the site is appropriate or available for use in all locations. Sentient Academy operates this site from the United States and makes no representation that the site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this site. You may not assign your rights or delegate your duties under these Terms. The parties agree that no third party is an intended beneficiary of these Terms. Sentient Academy cannot provide notifications via post, only e-mail. These terms and any claim or action related to or arising from these Terms or content on the site shall be governed by Utah law, without regard to any provision that would make the laws of another jurisdiction applicable. All disputes between you and Sentient Academy shall be finally resolved through binding arbitration in Alpine, Utah. The arbitration shall be conducted by one (1) arbitrator who is a retired judge. The parties shall conduct discovery as agreed upon or as permitted by the arbitrator. A party may file for an order on the arbitration decision exclusively in the Utah Supreme Court or the United States District Court for the District of Utah. The parties shall share equally the costs of the arbitrator, arbitration body, and arbitration facilities (if applicable). Each party may bring a claim or action for injunctive relief without submitting the claim to final and binding arbitration. Neither party shall have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party consents to the exclusive jurisdiction and venue of the Utah Supreme Court or the United States District Court for the District of Utah for any equitable claim or other action related to or arising from these terms. Each party shall bear his/her/its own expenses and attorneys’ fees related to any arbitration, claim, or action.