BEFORE NOON, INC.
Terms of Service
Effective Date: December 19, 2022
This document is legally binding, so you should read it in its entirety. References in these Terms of Service to “you” or “your” refer to you and any person or entity on whose behalf you act, if any.
Essentially, by registering for or receiving coaching services from Before Noon, Inc. (“Before Noon” or “we”) or using the Before Noon products (the “Products”), you agree to the following:
- You must comply with these Terms of Service and all applicable laws at all times whenever you use the Products or any coaching services.
- Before Noon and its licensors and suppliers hold all proprietary rights in and to the Products and the information made available through the Products, and Before Noon provides a license to you for the purposes of receiving its services subject to your compliance with these Terms of Service.
- We collect data from you to deliver our services as set out more fully in the Privacy Statement.
- You give us your informed consent to use the means necessary to provide you with our coaching services in compliance with applicable law, including remote-access communication features or functionality (such as video, text, audio, email, or platform communication) and the information you voluntarily provide to us.
- You understand and confirm that Before Noon is not a licensed medical provider and does not provide medical care, healthcare services or emergency services. We only provide coaching services and do not intend at any time to provide medical or healthcare services to you. All such information and content provided by Before Noon or in connection with any communications supported by Before Noon is provided for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law. Your interactions with Before Noon should not replace your relationship with your regular health care practitioners or primary care physician.
- Before Noon reserves the right to suspend or terminate your access to the Products and our services in accordance with applicable law where you violate these Terms of Service.
- To the fullest extent permitted by applicable law, you agree that any disputes relating to these Terms of Service shall be settled via mandatory binding arbitration in Delaware. However, Before Noon shall be entitled to seek equitable and injunctive relief in any court of competent jurisdiction.
IF YOU REGISTER FOR OR RECEIVE OUR COACHING SERVICES OR USE THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM, AND AGREE THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BEFORE NOON, INC. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST REJECT THEM BY NOT REGISTERING FOR OR USING OUR COACHING SERVICES OR USING THE PRODUCTS.
YOU AGREE THAT THE PRODUCTS, ANY COMPONENT OF THE PRODUCTS, AND ANY INFORMATION MADE AVAILABLE THROUGH THE PRODUCTS AND OUR COACHING SERVICES ARE NOT INTENDED TO BE USED FOR MEDICAL EMERGENCIES, SELF-DIAGNOSIS, TREATMENT, OR MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT.
- Grant of License. Subject to the terms and conditions of these Terms of Service, Before Noon hereby grants to you a personal, non-transferable, non-exclusive, revocable, royalty-free, limited license to use our software for the purposes of receiving and participating in our coaching services. In this Terms of Service, “software” shall mean any software provided by Before Noon now or in the future.
- Coaching Services. Subject to these Terms of Service, you may receive our coaching services, which include unlicensed personnel coaching and helping you to clarify and understand personal problems or the need for change/improvement, including related mental wellness exercises. Our coaching services are NOT INTENDED TO AND DO NOT PROVIDE CLINICAL COUNSELING OR THERAPY, MEDICAL ADVICE, DIAGNOSIS, OR MEDICAL TREATMENT. While coaching services may be provided by a licensed medical provider, coaching is not a licensed or regulated service and does not require licensed professionals.
- Modification of the Service. Subject to applicable law, Before Noon may change or discontinue, temporarily or permanently, any feature or component of our Products, software, or coaching services at any time without notice.
- By accessing or using our software or registering for or receiving our coaching services, you hereby give consent to such services being provided to you by us and our service providers.
- Software Use Restrictions. You shall not sublicense, distribute, hypothecate, lease, loan or otherwise convey or transfer the software to anyone, and under no circumstance may you use or allow the use of the software in any manner other than as expressly set forth in these Terms of Service. You shall not modify the software, incorporate the software in any other product, or create derivative works based on the software. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice(s) included on or embedded in the software. You shall not use the software in connection with a service bureau, time sharing or fee-for-service arrangement with third parties. Except to the extent permitted by applicable law, you shall not reverse assemble, decompile or disassemble or otherwise reverse engineer the software. If you dispose of any media embodying the software, you will ensure that you have completely erased or otherwise destroyed any software stored on such media. You shall also not engage in any activity that could interfere with, disrupt, negatively affect, or inhibit other users from fully using the software, or that could damage, disable, overburden, impair or otherwise negatively affect the functionality of the software or the networks or computer systems of Before Noon or its licensors and suppliers.
YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS. You represent that you are using the software for its intended purpose. If you are registering or using the software on behalf of a company or other organization, you represent that you have authority to enter into these Terms of Service and may bind such company or other organization hereunder by your actions. Any written materials provided in the software are for educational or informational purposes only, to be used in conjunction with our coaching services.
- Coaching Services Use Restrictions. You shall refrain from any abusive, dangerous, or threatening behavior when receiving or participating in our coaching services. You shall not violate any laws in using the coaching services. We reserve the right to immediately terminate your access to or use of our coaching services if we believe, in our sole discretion, that you exhibit such behavior or you violate or attempt to violate any laws or breach these Terms of Service or if we deem in our sole and absolute discretion that you are not suitable for our coaching services for any reason whatsoever, including no reason at all. We reserve the right to contact emergency services to the extent that we believe, at our sole discretion, that you pose an imminent threat of harm to yourself, to property, or to another person.
- Disclosure Restrictions. You acknowledge that the content developed relating to the coaching services, and any information derived therefrom, is proprietary to, and constitutes the intellectual property (including without limitation a valuable trade secret) of, Before Noon and its licensors and suppliers. If you should gain access to such materials, they cannot be reused in another capacity.
- Ownership of Software. You agree and acknowledge that, if applicable: (i) the software is licensed to you, not sold, and Before Noon transfers no ownership interest in the software, in the intellectual property in any software or in any software copy, to you under these Terms of Service or otherwise; (ii) that Before Noon and its licensors and suppliers reserve all rights not expressly granted to you hereunder; (iii) Before Noon and its licensors and suppliers own the software (including, but not by way of limitation, any code, images, algorithms, photographs, animations, video, audio, music and text incorporated in the software); (iv) subject to your privacy rights in any personally identifying information, Before Noon owns the data collected via the software and has the right to use such data in accordance with the our privacy practices, as may be amended from time to time in Before Noon’s sole discretion (the “Privacy Statement”); and (v) the software is protected by law, including without limitation the United States copyright law and international treaties relating to protection of copyright. The software includes, and these Terms of Service will cover, any versions, updates, upgrades or bug fixes for the software provided to you.
- Privacy Terms. For information about our privacy practices in connection with our services, please read the Privacy Statement. The Privacy Statement explains how Before Noon collects, protects, uses and shares your personally identifiable information in connection with your use of our services. In connection with creating an account or clicking an “I Accept” button or an equivalent indicator with regards to the access and use of our Products or services, you have indicated that you agree to the terms of the Privacy Statement.
- Email, text messaging, and video and audio conferencing allow us to exchange information with you efficiently in connection with the provision of our services. At the same time, we recognize that email and text messaging are not a completely secure means of communication because these messages can be addressed to the wrong person or accessed improperly while in storage or during transmission. Your use of the Products, software, or our coaching services means that you agree and consent to the use of email and/or text messaging as an acceptable form of communication for the purposes of receiving such services.
- Login Information and Access. Before Noon may issue to you, or prompt you to provide, a username/password for login to download, access and use the coaching services. Before Noon will protect as confidential any personally identifying information that you may provide to complete any applicable online forms to establish your username/password or account with Before Noon, if applicable (“Account Data”). You agree to provide, maintain and update true, accurate, current and complete Account Data, and represent that you will not misrepresent your identity or your affiliation with any person or entity. Before Noon reserves the right to authenticate any information you provide. You shall be responsible for all use and access of software by means of usernames/passwords issued to you. You will notify Before Noon promptly of any unauthorized use of your username/password or account or any other known or suspected breach of security, or other occurrence requiring username/password or account cancellations or changes. Before Noon cannot and does not assume any responsibility or liability for any information submitted by someone who has fraudulently accessed your account or for any third party's fraudulent use or misuse of information submitted by you. You are solely responsible for providing accurate information so that you can be provided with the appropriate coaching services. We are not responsible for your failure to provide the information needed to provide you with appropriate coaching services. Before Noon may provide tools that enable you to export information from third-party sites and services. By using one of these tools, you agree that Before Noon may transfer that information to the applicable third-party service. Third-party services are not under Before Noon’s control, and, to the fullest extent permitted by law, Before Noon is not responsible for any third-party service’s use of your exported information.
- Before Noon may ask for your feedback regarding the Products or coaching services, including any problems encountered with the Products or coaching services (the “Evaluation Data”). If you provide Evaluation Data to Before Noon, it will be deemed and remain the sole property of Before Noon to the fullest extent permitted by applicable law, and will not be subject to any obligation of confidence on the part of Before Noon. To the fullest extent permitted by applicable law, Before Noon shall have all ownership, right, title and interest in and to the Evaluation Data and any and all intellectual property and proprietary rights thereto and therein. You hereby transfer and assign to Before Noon any and all intellectual property rights you may have in and to the Evaluation Data, waive any moral rights you have in the Evaluation Data to the fullest extent permitted by applicable law, and agree to cooperate with Before Noon to perfect Before Noon’s sole and exclusive ownership in and title to the Evaluation Data. Complaints can be directed to Before Noon at the contact information listed below or on our website: www.beforenoon.co.
- Transfer Restrictions. You may not sublicense, delegate, assign or otherwise transfer these Terms of Service, the license granted herein, or any other of your rights or obligations under these Terms of Service, in whole or in part.
- Export Restrictions. You may not export or re-export any software except in full compliance with all applicable laws, regulations, judicial orders, executive orders and similar binding legal instruments, including in particular the Export Administration Regulations of the U.S. Department of Commerce.
- Breach and Termination. Subject to applicable law, Before Noon may, in its sole discretion, suspend or terminate your access to or use of the Products (and terminate these Terms of Service) and/or our coaching services at any time with or without notice if you breach or attempt to breach these Terms of Service or use or attempt to use the Products or our coaching services in a manner that: (i) impairs the operation of the Products or coaching services; (ii) causes or threatens to cause harm to our systems and servers or those of our suppliers; (iii) causes or threatens to cause harm to our coaches and personnel or other users of the Products or our coaching services; (iv) violates the law; or (v) is otherwise harmful to Before Noon, its licensors and suppliers, or third parties.
- Enforcement of Terms; Effect of Termination. If you contravene these Terms of Service, Before Noon and its licensors and suppliers may pursue all available legal remedies available to them. You agree that Before Noon’s licensors and suppliers are third-party beneficiaries of these Terms of Service, and may enforce them in connection with their intellectual property or any harm that you may have caused to them. Sections 2-5, 7, 9, 10, 11, 13 through 23 shall survive any termination or expiration of these Terms of Service. Upon any termination of these Terms of Service or your account, your ability to use the services shall terminate.
- Assumption of Risk. The program is designed to provide you with information and coaching services. The Products and any information supplied to you by Before Noon is not, nor a substitute for, medical advice. By granting you a license to use the software and providing coaching services to you, Before Noon does not assume any obligation or liability with respect to your health or your physical activity or condition. In no event shall Before Noon be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or any activity you undertake in connection with your receipt of our coaching services. As between you and Before Noon, you are solely responsible for your use of the Products and our coaching services, your health and medical condition, and any treatment related thereto. Before Noon shall have no liability for any unauthorized disclosure of your personally identifiable information due to your actions or omissions or that of your healthcare provider.
YOU AGREE THAT: (i) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT OR EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL EMERGENCY SERVICES IMMEDIATELY; (ii) BEFORE NOON DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS AND IS NOT A HEALTHCARE PROVIDER; (iii) BEFORE NOON IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE EMERGENCY SERVICES, AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (iv) DATA PROVIDED BY BEFORE NOON THROUGH THE PROGRAM IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (v) BEFORE NOON IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; (vi) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION; (vii) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE PRODUCTS OR COACHING SERVICES; (viii) You are encouraged to confirm any information obtained from or through the Products or coaching services with other sources and review all information regarding any medical condition or treatment with your physician; AND, (ix) BEFORE NOON IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH THE COACHING SERVICES.
If you do not agree to these Terms of Service, stop now and do not use the Products or our coaching services.
In connection with your use of the Products and our coaching services, you'll work with a coach who will provide personal support, encouragement, motivation, and mental wellness exercises. The coaches do not provide medical advice. The coaches do not provide professional clinical counseling or other clinical or psychotherapy services. None of the advice provided by the coaches or the Products should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your medical or other healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read from our Products or received through our coaching services. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other healthcare professional. The information provided from or through the Products or our coaching services is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor/physician, nurse, or any other medical or clinical healthcare professional.
To the fullest extent permitted by applicable law, you agree that Before Noon shall not be liable to you or to any third party for any unavailability, modification, suspension or discontinuance of any feature or component of the Products or the coaching services.
To the extent Before Noon provides information from, or links or references to, websites operated by third parties, Before Noon does not monitor or investigate such websites and Before Noon is not responsible for the content, functionality, or practices of such websites. Inclusion of links to third-party websites does not imply approval or endorsement of the linked website by Before Noon. If you decide to access these third-party websites, you do so at your own risk. You agree that Before Noon has no liability for any damage or loss of any type that is a result of your use of a third-party website.
- Disclaimer of Warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN TYPES OF WARRANTIES AND CONDITIONS, SO SOME OF THE FOLLOWING DISCLAIMERS MAY NOT APPLY TO YOU.
BEFORE NOON PROVIDES THE PRODUCTS AND COACHING SERVICES TO YOU "AS IS", WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; AND, BEFORE NOON HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES AND CONDITIONS. BEFORE NOON MAKES NO REPRESENTATION AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF INFORMATION OR CONTENT CONTAINED IN OR AVAILABLE THROUGH THE COACHING SERVICES, AND SUCH INFORMATION AND CONTENT IS SUBJECT TO CHANGE WITHOUT NOTICE. BEFORE NOON MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS OR COACHING SERVICES, THE RESULTS THEREFROM, OR THE USE OF ANY DATA OR INTERACTIONS OF ANY USER. Before Noon does not recommend, endorse or make any representation about the efficacy, appropriateness or suitability of any specific tests, practices, products, procedures, treatments, opinions, health care providers or other information that may be contained In or available through the COACHING ServiceS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY BEFORE NOON EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE PRODUCTS OR COACHING SERVICES, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. BEFORE NOON’S LICENSORS AND SUPPLIERS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE PRODUCTS OR COACHING SERVICES. BEFORE NOON DOES NOT WARRANT THAT THE COACHING SERVICES, OR ACCESS THERETO OR USE THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE COACHING SERVICES WILL MEET ANY END USER’S REQUIREMENTS OR ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY STANDARDS. BEFORE NOON DOES NOT WARRANT THAT ANY FUNCTIONALITY, INCLUDING WITHOUT LIMITATION ANY SECURITY MEASURE OR SECURITY FEATURE, PROVIDED BY BEFORE NOON WILL BE ERROR-FREE, UNBREAKABLE, UNBREACHABLE, VIRUS FREE, OR INVIOLATE; AND, YOU ASSUME THE ENTIRE RISK (AND ARE SOLELY RESPONSIBLE) THAT, NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY BEFORE NOON OR ITS LICENSORS OR SUPPLIERS HEREUNDER, ANY SOFTWARE AND/OR THE DATA PROCESSED THEREBY MAY BE CORRUPTED, COMPROMISED, INACCESSIBLE OR LOST. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BEFORE NOON SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
- Limitation of Liability; Indemnification. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO SOME OF THE FOLLOWING LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL BEFORE NOON OR ITS LICENSORS AND SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT BEFORE NOON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS THESE TERMS OF SERVICE (INCLUDING WITHOUT LIMITATION ANY THEORY BASED IN TORT, CONTRACT OR OTHERWISE). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. WITH THE EXCEPTION OF CLAIMS ARISING FROM BEFORE NOON’S BREACH OF THE PRIVACY STATEMENT (FOR WHICH DAMAGES ARE LIMITED TO THE COST OF REQUIRED NOTICES UNDER APPLICABLE LAW AND ANY ADDITIONAL COSTS INCURRED BY YOU UP TO A MAXIMUM OF $1,000 (US DOLLARS) IN THE AGGREGATE), BEFORE NOON'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OF SERVICE AND/OR YOUR POSSESSION OR USE OF THE SOFTWARE OR YOUR USE OF OUR COACHING SERVICES, INCLUDING WITHOUT LIMITATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED $100 (US DOLLARS).
Upon request by us, you agree to defend, indemnify and hold Before Noon and its partners, affiliates, use providers, licensors, suppliers, officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages and costs, including but not limited to reasonable legal and accounting fees, arising from any claims, actions or demands related to or alleged to relate to: (a) your violation of these Terms of Service; or (b) your violation or infringement of any intellectual property or other third-party rights or any applicable law in connection with your use of the software or Products. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us.
BEFORE NOON IS NOT RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD-PARTY INFORMATION, SERVICE OR PRODUCTS THAT YOU OBTAIN THROUGH THE PRODUCTS OR COACHING SERVICES.
- You agree that Before Noon may provide you with notices and other disclosures in connection with our coaching services by communications sent to the email address or mailing address provided by you when you registered for our coaching services.
Notices to Before Noon shall be sent to:
Before Noon, Inc. 7053 West 28th Place, Wheat Ridge, CO 80033.
Each party may change such address upon written notice to the other party.
- Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. To the fullest extent permitted by applicable law, the parties shall seek resolution exclusively through binding arbitration using a single arbitrator and the rules promulgated by the American Arbitration Association. The decision of the arbitrator shall be binding on the parties and may be entered into a court of competent jurisdiction. All such arbitration shall be conducted in Delaware. To the extent that the above mandatory arbitration clause is invalid under applicable laws, the parties hereby consent to, and hereby agree to submit to, the exclusive jurisdiction and venue in the state courts in Delaware or any federal court located therein. In any action, arbitration or proceeding to enforce or interpret these Terms of Service, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action, arbitration or proceeding and enforcing any judgment or order obtained. Notwithstanding the above, Before Noon shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction and, in the event of a breach, or threatened breach, of these Terms of Service by you which may harm the intellectual property or proprietary rights of Before Noon (or its licensors and suppliers), the parties agree that (i) Before Noon may suffer irreparable harm for which monetary damages may be insufficient as a remedy, (ii) Before Noon shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, (iii) no bond or surety shall be required to be posted for such relief, and (iv) such relief shall be in addition to any and all other remedies in law or in equity to which Before Noon may be entitled. Other than the foregoing injunctive or equitable relief, the parties agree to waive their right to trial by jury.
- Complete Agreement; Waiver; Severability. These Terms of Service contain the complete and entire agreement and understanding of the parties regarding the subject matter hereof, and supersede all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Before Noon relating thereto. In the event any term in these Terms of Service is held by a court of competent jurisdiction to be unenforceable, such unenforceability shall not affect the remaining terms of these Terms of Service in such jurisdiction or render unenforceable or invalidate such terms and provisions of these Terms of Service in other jurisdictions. Upon such determination that any of the terms or provisions of these Terms of Service are held to be invalid under any applicable statute or rule of law, they shall be severed from the rest of these Terms of Service and the remaining provisions of these Terms of Service shall survive and be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order for the transactions contemplated hereby to be consummated as originally contemplated to the greatest extent possible. Before Noon's failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision unless such waiver is in writing and signed by Before Noon.
- Consent to Electronic Contracting. You agree that execution of these Terms of Service may occur by your manifesting your acceptance of it when you used the Products or coaching services, and that no signature on a paper copy of these Terms of Service is required in order to form a binding contract.
- Force Majeure. Before Noon shall not be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed or impracticable due to circumstances beyond Before Noon’s reasonable control, including without limitation earthquakes, fire, flood, war, embargo, strike (other than Before Noon’s employees), riot, civil unrest, inability to secure materials, transportation, or power/utilities, intervention of any governmental authority, or acts of God/nature.
- No Joint Venture; Independent Contractors. The parties will at all times be independent contractors and will so represent themselves to all third parties. Neither party has granted to the other the right to bind it in any manner whatsoever and nothing herein will be deemed to constitute either party the agent or legal representative of the other nor to constitute the parties as joint venturers.
- Any attempted assignment, sublicense, transfer, encumbrance of these Terms of Service (or of any of your rights or obligations herein) by you shall be void and shall constitute a material breach thereof. Before Noon reserves the right to assign these Terms of Service, and the rights and obligations hereunder, to any third party without notice to or consent from you. Subject to the foregoing, these Terms of Service will be binding on, inure to the benefit of, and be enforceable against you and your respective successors and assigns.
- We may make changes to these Terms of Service from time to time upon 7-days’ notice and will seek your consent thereto as required by applicable law. A link to the most current Terms of Service that will govern your use of the Products and coaching services will be available through our website and we will indicate the date of the latest update at the top of the posted Terms of Service. We may also communicate significant changes by email or on our website.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.