Terms of Service Agreement

Last updated: June 21, 2021

Our Terms of Service Agreement (“Agreement”) is between you and Velaction, LLC. (for the purposes hereof, “Velaction,” “we” or “us”). The Agreement governs your use of the “Thinkific Service,” currently branded as “Continuous Improvement Central” an online platform that allows consumers like you to access training and resources (“Content”) from content owners and licensors (“Producers” or “Velaction”).

Notice: Section 10 of this Agreement contains a mandatory ARBITRATION AGREEMENT. By using this service, you agree that any claims you may have against us relating to the Thinkific Service must be ARBITRATED, and you waive the right to (1) assert claims against us in court; (2) participate in a class action; and (3) have a jury hear your case.

1. Acceptance

By creating an account, viewing videos, making a purchase, downloading Producer-branded applications that we power, or otherwise visiting or using the Thinkific Service, you accept this Agreement and consent to contract with us electronically.

If you are an entity other than a natural person, the person who registers the account or otherwise uses the Thinkific Service must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use the Thinkific Service, you accept any revised Agreement.

You may terminate the Agreement at any time by deleting your account. No refunds will be given for any remaining access to our site. Any licensing and copyright terms for previously downloaded content remain intact upon deletion of your account. We reserve the right to suspend or terminate your account for your breach of the terms hereof. If we delete your account for breach, you may not re-register. In the event of any termination or expiration of the Agreement, the following sections will survive: Section 7 (Disclaimers), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Arbitration Agreement; Jury Waiver; Class Action Waiver), and Section 11 (General Provisions).

2. Accounts

Registration: You must create an account to use certain features we offer (e.g., to view content or download material). To do so, you must provide an email address. By creating an account, you agree to receive notices from us at this email address. This may include information specific to the product, or marketing information, newsletters, updates, and/or similar messaging. If you request not to receive these messages for free products, your account will be deleted. If you have a paid service, we will limit messages to the administration of the course or product. If you do not agree to that, you will lose access to the product and your account will be restricted and/or deleted without any refund.

Age Requirements: You may not create an account if you are younger than 18 years of age. By creating an account, you represent that you are at least 18 years of age.

Parents and Guardians: By granting your child permission to use the Thinkific Service through your account, you agree and understand that you are responsible for monitoring and supervising your child's usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.

Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

3. Privacy

Please review our Privacy Policy to learn about the information we collect from you when you use the Thinkific Service, how we use it, and with whom we share it.

By creating an account, you agree that certain service providers or other entities, including, but not limited to, our payment gateway, online store, email marketing system, and course platform, will have access to some or all of your account information and account activities. Velaction is not responsible for the use or disclosure of the data shared to the parties listed in the privacy policy.

4. Program Viewing and Purchase Options

We may offer the following purchase options through our Thinkific Service. No ownership of any intellectual property rights is conveyed with any transaction.

To make a purchase, you must provide a valid payment method. We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If we provides you access to content on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement.

ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.

Free trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If a we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If we offer a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period.

How to Decline Renewal: To pause (if available) or cancel a subscription, visit your account settings. Your changes will be applied to your next subscription period.

In-App Purchase: We may allow you to purchase subscriptions within apps you download. When you make such “in-app” purchases, you will be billed by the app platform, not us. To turn off automatic renewal for subscriptions, access your platform’s account settings (not ours). Any billing inquiries should be directed to the app platform.

5. Licenses and Intellectual Property

License to Online Programs: Subject to the terms hereof, you have the right to stream, read, and/or (if specifically offered) download for your personal entertainment and education purposes: (i) Content that you have rented during the stated rental period; (ii) Content that you have purchased; and (iii) Content made available within a channel that you have subscribed to during your subscription period.

Individual Licenses for Downloadable Content: Unless specifically stated otherwise, downloadable content is licensed for individual use. You may not share this content whether in digital or print form. Licenses, unless specifically stated otherwise, are permanent and non-transferrable. You may not post this content in a location where it may be accessible to others.

Corporate Licenses for Downloadable Content: Many items come with corporate licenses. The following terms apply unless specified stated otherwise. Corporate licenses are permanent and non-transferrable. It is conveyed to the company the account holder is employed by at the time of download. Licenses may also be purchased on behalf of a third-party company but must be specifically designated. This license allows the content to be shared only with any current employee of the licensee company. Rights to use corporate licenses end when an individual’s employment ends. Content must not be accessible outside of the company. Corporate licenses are for a single reporting entity of a company and are limited to organizations of 20,000 people for fewer. A reporting entity is often identifiable by having its own financial reporting, and/or its own president or other chief executive. This most often applies to multinational companies operating with separate units defined by geography, conglomerates with distinct operating divisions, or by holding companies that have a corporate umbrella owning distinct organizations.

Thinkific Service: Subject to the terms hereof, we grant you permission to use the Thinkific Service for the sole purpose of accessing content for your entertainment and education. All rights not expressly granted by us are reserved.

Producer Apps: If you download a Producer application that we power (an “app”) that operates on a third-party platform (e.g., iOS, Roku): (i) you have the right to use such app on devices permitted by the platform operator; (ii) as between us and the platform operator (but without creating any obligation by us), we shall be responsible for the apps and their content and providing any warranty, support, or indemnification with respect to such apps as required by law; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app.

Your Content; Feedback: To the extent that you submit any content to us (i.e. in your profile, a comment, or forum), you grant us an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. Any content submitted must comply with the Acceptable Use Policy set forth in Section 6. If you make suggestions to us on improving our products or services, we may use your suggestions without any compensation to you.

6. Acceptable Use Policy

We may allow you to upload, submit, or publish (collectively, to "submit") content such as images and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 6. We may (but are not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. We may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

6.1 Copyright Policy

You may only upload content that you have the right to upload and share. Copyright owners may send us a takedown notice if they believe we are hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

6.2 Content Restrictions

You may not submit any content that:

6.3 Code of Conduct

In using the Thinkific Service, you may not:

6.4 Prohibited Technical Measures

You will not:

6.5 Restricted Users

You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties.

7. Disclaimers

YOUR USE OF THE THINKIFIC SERVICE AND ANY PROGRAM IS AT YOUR OWN RISK. WE PROVIDES THE THIKIFIC SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PRODUCERS PROVIDE PROGRAMS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE AND EACH PRODUCER DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the above, Velaction makes no representations or warranties concerning:

Velaction or producers may provide links to other Producer websites or third-party websites. Velaction is not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VELACTION, ITS PARENT, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, AND PARTNERS (INCLUDING PRODUCERS) SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; (II) DAMAGES RELATING TO ANY DISPUTE BETWEEN YOU AND A PRODUCER OR OTHER VELACTION USER; OR (III) DAMAGES EXCEEDING THE GREATER OF USD $100 OR THE AMOUNTS PAID BY YOU TO VELACTION OVER THE 12 MONTHS PRECEDING THE FILING OF YOUR CLAIM.

The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Velaction (or a Producer) has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.

9. Indemnification

You shall indemnify, defend, and hold harmless Velaction and its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of any Program; (ii) your breach of this Agreement or violation of any law or third-party right; or (iii) any content that you upload or submit to us.

10. Arbitration Agreement; Jury Waiver; Class Action Waiver

This Section 10 sets forth a binding arbitration agreement between you and Velaction (the “Arbitration Agreement”). In this Arbitration Agreement, you agree:

10.1 Arbitration Agreement

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), or your use of the Thinkific Service shall be BINDING ARBITRATION administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures as modified by our Arbitration Procedures, or by an alternate arbitrator selected by Velaction.

10.2 Overview

Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and Velaction are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing (if any). The arbitrator will decide all issues relating to the dispute, including the question of arbitrability, and can grant any relief that a court could grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

10.3 Location of Hearing

Unless legally required to take place elsewhere, the hearing (if any) shall take place in Snohomish County, Washington State, United States of America, or as close to that location as practical.

10.4 Class-Action Waiver

EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM SUBJECT TO ARBITRATION.

10.5 Exception for Small Claims Court Matters

Notwithstanding the above, each party has the right to bring an individual claim against the other in a small claims court of competent jurisdiction pursuant to Rule 1 of JAMS’ Consumer Minimum Standards. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.

10.6 Jurisdiction and Venue

The Federal Arbitration Agreement (“FAA”) shall govern this Arbitration Agreement. To the extent not preempted or inconsistent with the FAA, the choice of law provisions in Section 11 are incorporated and are applicable to this Arbitration Agreement. Any arbitration award may be entered in a court of competent jurisdiction.

10.7 Binding Arbitration with Producers

To the extent that the Producer has agreed to resolve disputes with consumers through arbitration in its agreements with Velaction, you agree that any dispute with a Producer arising out of or relating to your purchase or viewing of a Producer’s Program or subscription channel shall be resolved by BINDING ARBITRATION administered by JAMS in accordance with this Section 10.

11. General Provisions

Choice of Law: Any disputes relating to this Agreement or your use of the Thinkific Service will be governed by the laws of Washington State and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

Choice of Venue for Litigation; Jury Trial Waiver: Any proceeding to enforce the Arbitration Agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that the Arbitration Agreement is for any reason held to be unenforceable, any litigation (except for small-claims court actions) shall be commenced only in the federal or state courts located in Snohomish County, Washington. You hereby irrevocably consent to the exclusive jurisdiction of those courts for such purposes and, to the extent permitted by law, both Velaction and you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.

No Waiver: The failure of Velaction (or any Producer) to exercise or enforce any term of this Agreement will not constitute a waiver of such term.

Provisions Severable: If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.

No Third Parties: No third parties shall have any rights under this Agreement, except that Producers may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.

Force Majeure: Neither Velaction nor any Producer shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

U.S. Export Compliance: You may not use the Thinkific Service if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Thinkific Service would violate U.S. law. You represent and warrant that you are not subject to such sanctions.

Entire Agreement: Links to pages on the Velaction website or any third party materials are for convenience only and do not form part of this Agreement.

This Agreement sets forth the entire understanding between you and Velaction concerning your use of the Thinkific Service and supersedes all prior agreements regarding the same. This Agreement may only be modified by us. Any changes will be posted to the Velaction website and will apply prospectively.

Contact Us: If you have any support questions, please contact us at customerservice@velaction.com. You must send any notices of a legal nature to us at:

Velaction LLC, Attention: Legal, PO BOX 14700 Mill Creek WA 98012