CWALU has developed, created, compiled and owns certain proprietary animal communication and energy healing techniques, workshops, coursework, teaching materials, intellectual property, trade secrets and other proprietary information (collectively, the “CWALU Course”); and
WHEREAS, Student wishes to obtain from CWALU, and CWALU is willing to grant to AMP Students, authorization to enroll in the CWALU Course on the terms and conditions specified herein.
1. Definitions. In addition to other terms defined elsewhere herein, the following terms shall have the following corresponding meanings for purposes of these terms and conditions:
1.1. “CWALU Course” means the CWALU Course including any updates or revisions to the CWALU Course that CWALU may make at its sole discretion.
1.2. “Registration Period” means the period beginning on the Effective Date and ending on the Course Start Date.
1.3. “Course Start Date” means the date the CWALU Course intake process begins.
1.4. “Enrollment Period” means the period beginning with the Registration Period and ending after Eighteen (18) months have passed (“Course Completion Date”).
1.5. “Registration Fee” means payment in full of the Tuition amount or the first Initial Installment Payment in the amount specified in Section 4, which shall be due and payable on the Effective Date.
1.6. “Initial Installment Payment” is applicable only if Student chooses and is accepted by CWALU to pay CWALU Course tuition in financed installments and means a fee in the amount specified in Section 4, which must be timely paid in order to facilitate access to the CWALU Course as described in Section 2 below.
1.7. “Tuition Balance” means the balance of the full tuition amount specified in Section 4, which must be timely paid in order to facilitate and maintain access to the CWALU Course as described in Section 2 below.
1.8. “Payment Terms” means the terms surrounding payment of the Registration Fee, Initial Installment Payment (if applicable), Tuition Balance and other matters related thereto as specified in Section 4.
2. Terms of Enrollment.
2.1. CWALU Course Access. In consideration for and subject to Student’s timely payment of the Registration Fee and Student’s continued advanced payment thereafter of the Initial Installment Payment (if applicable) and the full Tuition Balance – either in full or via mutually-agreed financing terms – CWALU will provide Student access to the CWALU Course during the Enrollment Period according to the terms and conditions provided herein.
2.1.1. Under no circumstances shall Student sell, lease, assign, sublicense, or otherwise transfer or disclose, or permit the transfer or disclosure of the CWALU Course, in whole or in part, to any third party, or permit any third party to use or access the CWALU Course or materials associated with the CWALU Course, without the prior written consent of CWALU.
2.1.2. Under no circumstances shall Student disclose to any third party any image, instructions, diagram, text, or other information from the CWALU Course or that is based upon or aggregated or derived from the CWALU Course and that effectively discloses information contained in the CWALU Course or could allow a third party to ascertain information contained in the CWALU Course, without the prior written consent of CWALU.
2.1.3. Under no circumstances shall Student copy or duplicate by any means the CWALU Course or any materials associated with the CWALU Course (regardless of whether those materials were prepared by CWALU, Student, or a third party) without the prior written consent of CWALU.
2.1.4. Student acknowledges and agrees that CWALU shall exclusively retain all right, title, and interest in and to the CWALU Course, including without limitation all copyrights, trademarks, intellectual property, and other rights associated with CWALU and the CWALU Course and that at no time, whether during the term of your being a student or thereafter, shall Student have any right to use the copyrights, trademarks, trade secrets, or other intellectual property or proprietary rights of CWALU or the name, likeness (or other indicia) related to Joan Ranquet (“Ranquet”) without the prior written consent of CWALU. Student acknowledges and agrees that it will not contest or assist any third party in contesting CWALU’s ownership rights to the CWALU Course or any intellectual property or other proprietary owned by CWALU, Ranquet or any of their employees, members, officers, directors, affiliated entities, licensees, agents, or other representatives. CWALU will provide media release documents prior to course, events, and the like for Student to release rights to CWALU to use Student’s name, images, likeness, or other information about Student in CWALU’s advertising and/or promotion.
2.2. Support Services. Student acknowledges and agrees that CWALU shall not be responsible for any downtime or other service interruptions or technical issues associated with the provision of online access to the online course work contained in the CWALU Course.
3. Updates and Revisions; Upgrades.
Updates and Revisions to CWALU Course. Student understands and agrees that any updates and revisions to the CWALU Course shall be made in CWALU’s sole discretion based on CWALU’s then-current business practices, the availability of relevant information to be included therein, and other factors. CWALU shall have no obligation to make updates and revisions to the CWALU Course.
4. Payment Terms
4.1. Payment Plans. In the sole discretion of CWALU, CWALU will allow Student to pay the tuition in payments to be decided on prior to student enrollment. The first payment shall be due prior to the commencement of the course and the remaining payments shall be due and payable on the first day of each subsequent month. In the event that Student fails to pay a monthly payment within Fifteen (15) days of the due date, CWALU may declare that the entire remaining Tuition Balance then outstanding accelerated and immediately due and payable without any notice to Student. A service charge of 1.5% per month will accrue on any balances due on Tuition not timely paid.
4.2. Termination of Enrollment. Student acknowledges and agrees that any failure to make timely payment as provided in your agreement with CWALU, in addition to rendering Student in breach of these conditions and resulting in Student’s dismissal from the CWALU Course, shall render Student liable for any and all costs of collection, including but not limited to any and all fees and expenses incurred by CWALU and/or any third party on behalf of CWALU, including but not limited to fees to collection agencies, interest, court costs, filing fees and attorney’s fees.
5. Cancellation or Discontinuation of Enrollment Period.
5.1. Cancellation/Termination of Enrollment Period. Student may at any time cancel his/her enrollment in the CWALU Course subject to these terms and conditions , including but not limited to the Refund Policy as specified in Section 5.3. The Enrollment Period for the CWALU Course will expire effective immediately upon such cancellation by Student or in the event of termination of your Agreement by CWALU, including but not limited to termination of your Agreement by CWALU for any breach by Student of the Attendance and Academic Standards Policy (as specified in Section 6), the Code of Conduct (as specified in Section 6), the Payment Terms (as specified in Section 4), failure to timely pay the Registration Fee/the Initial Installment Payment (if applicable), any installment payment or the final balance of the Tuition (as specified in Section 4) or any other covenant, condition on, or representation by Student in these terms or any other obligation of Student arising under these terms.
5.2. Expiration of Enrollment Period. Upon expiration of the Enrollment Period, Student will not be entitled to: (1) receive any further access to the CWALU Course; (2) download or receive from CWALU any copies of or materials from the CWALU Course; or (3) receive any further training, services, assistance or instruction from CWALU with respect to the CWALU Course.
5.3. Refund Policy. Students who withdraw for any reason from the CWALU Course during the first Three (3) weeks after the Course Start Date are entitled to a prorated refund of the tuition as follows:
Withdrawal Dated Percentage Refund
First Week from the Course Start Date 90%
Second Week from the Course Start Date 70%
Third Week from the Course Start Date 50%
Fourth Week or More from the Course Start Date 0%
Any refund due the Student shall be paid within Thirty (30) days from the date Student withdrew from the Course.
6. Code of Conduct. CWALU sets forth standards of conduct and by enrolling in the CWALU Course the Student hereby acknowledges and agrees to the following:
6.1.1. Student will attend and fully participate in all learning sessions and complete all requirements and assignments therein.
6.1.2. Student will exhibit an attitude of respect toward others and present themselves professionally during all CWALU activities and learning opportunities.
6.1.3. Student shall not take any action and/or inaction that would bring shame, embarrassment, public recrimination, harm to reputation or ill repute to Student, CWALU, the CWALU staff, Ranquet, any of the animals with whom the Student communicates or heals, or any employees, officers, directors, other students, vendors, suppliers, affiliates or personnel of CWALU. Student shall not make any disparaging, hurtful, harmful or negative statements, whether orally or in writing, about CWALU, the CWALU staff, Ranquet, or any employees, officers, directors, other students, vendors, suppliers, affiliates or personnel of CWALU.
6.1.4. All course materials including but not limited to printed and online materials are the copyrighted intellectual property of CWALU. The Student will not reproduce or distribute any course materials, and will not use CWALU materials for any purpose other than for the enrolled Student’s personal educational use in the program in which the student is enrolled.
6.1.5. Any violation of the Student’s obligations as stated in these terms or as stated elsewhere in CWALU’s materials may be sufficient grounds for dismissal from the Course.
7. No Warranties; Limitation of Liability.
7.1. Disclaimer of Warranties. THE CWALU COURSE(S) ARE PROVIDED “AS IS” AND CWALU MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO ITS CONTENT, TRAINING METHODS, INSTRUCTION, TEACHING MATERIALS, ANY OUTCOMES OR OPPORTUNITIES OR RESULTS FROM ENROLLMENT IN THE CWALU COURSE OR SUITABILITY FOR USE. CWALU FURTHER DISCLAIMS ANY WARRANTY THAT THE ONLINE PORTIONS OF THE CWALU COURSE WILL BE ACCESSIBLE AT ANY GIVEN TIME OR BY ANY PARTICULAR BROWSER OR OPERATING SYSTEM OR ON ANY PARTICULAR DEVICE. CWALU HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH REGARD TO THE CWALU COURSE.
7.2. Limitation of Liability. IN NO EVENT SHALL CWALU BE LIABLE TO STUDENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CWALU’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED, IN THE AGGREGATE, THE FEES PAID TO CWALU BY STUDENT UNDER THEIR AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
8. Consent and Release.
8.1. Consent. Audio recordings of student discussions and Animal Expert Teleseminars will be created during the Phone-In calls Student hereby consents to the audio recording of her/his statements and grant to CWALU and CWALU’s assigns, licensees and successors the right to copy, edit, mix, reproduce, and use all or a portion of the audio recorded statements for incorporation in the following work, the Animal Expert Teleseminar and/or student discussion series (the “Work”). Student permits the use of all or a portion of the audio recorded statements in the Work in all forms and media including the right to broadcast, exhibit, market, sell and promote throughout the world and in perpetuity. Student grants the right to use her/his image and name in connection with all uses of the audio recorded statements and waive the right to inspect or approve use of the audio recorded statements as incorporated in the Work. All audios are recorded and distributed to participating students. Any Student who does not want their audio recorded can mute and remain silent through session while utilizing the interactive chat function.
8.2. Release. Student releases CWALU and CWALU’s assigns, licensees and successors from any claims that may arise regarding the use of the audio recorded statements including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright. Student acknowledges that Student has no ownership rights in the Work. CWALU is not obligated to utilize the rights granted in these terms.
9. Term and Termination.
9.1. Term. Students Agreement shall commence on their Enrollment Date and, subject to Section 5 or unless earlier terminated pursuant to these terms, shall continue until expiration of the Enrollment Period for the CWALU Course unless terminated earlier as provided herein.
9.2. Termination Due to Breach. In the event that Student breaches these terms and conditions, either during or after the term, and whether the breach is material or not, CWALU may immediately terminate their enrollment. Upon termination, Student shall immediately discontinue all further access to and use of the CWALU Course, including any and all copies thereof downloaded by Student or other materials provided to Student by CWALU (and Student’s ongoing license pursuant to Subsection 2.2 shall be deemed terminated effective immediately), and Student shall immediately deliver to CWALU any and all such copies or, at the request of CWALU, shall destroy such copies and certify their destruction CWALU. Upon termination, Student shall refrain from contacting the CWALU Staff, Ranquet, or any employees, officers, directors, other students, vendors, suppliers, affiliates or personnel of CWALU.
9.3. Survival of Certain Provisions. For the sake of clarity, the Parties hereby acknowledge and agree that by their very nature certain provisions of these terms and conditions shall survive any termination.
10. General Provisions.
10.1. Entire Agreement. These contains the final, complete, and exclusive statement of the agreement between the Parties with respect to the transactions contemplated by the Agreement and supersedes all prior and contemporaneous terms, representations, understandings, negotiations, and discussions between the Parties, whether oral or written, with respect to the subject matter of these terms.
10.2. Assignment. These terms and the rights and obligations of Student hereunder are personal to Student. Neither Student nor any successor, receiver, representative, affiliated entity, employee, or permitted assignee of Student may directly or indirectly assign these terms or its rights hereunder, or delegate its obligations hereunder, to any third party without the prior written consent of CWALU. These shall be binding upon the Parties’ respective successors and permitted assigns. CWALU shall have the right to assign its rights hereunder.
10.3. Severability. If any part of the terms are found invalid or unenforceable for any reason, that part will be deleted from the terms and the remainder of the terms will remain in full force and effect.
10.4. Waiver. The failure of either Party to insist upon strict adherence to any of these terms will not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other terms. Any waiver of any provision of these terms must be in writing and signed by an authorized representative of the Party to be bound.
10.5. Amendment. No addition or modification of these terms will be effective or binding on either of the Parties unless reduced to writing and executed by the respective duly authorized representatives of each of the Parties.
10.6. Notice. Unless otherwise expressly provided, all notices pertaining to these terms shall be in English and in writing and shall be transmitted by personal hand delivery; recognized express courier service; the United States Postal Service, return receipt requested; or electronic mail to the other Party at the address and to the contact set forth above and on file with CWALU. Notice given by personal service or express courier service shall be deemed effective on the date it is delivered to and received by the addressee, and notice sent by United States Postal Service shall be deemed effective on the third day following its placement in the mail addressed to the addressee. Either Party may change its address by giving notice to the other Party as provided in this subsection.
10.7. Force Majeure. Neither CWALU nor any of its employees, members, officers or representatives shall be in default or otherwise liable for any delay in or failure of its/his/her/their performance of these terms if such delay or failure arises by any reason beyond its/his/her/their control, including but not limited to any act of God, acts of an enemy, earthquakes, floods, fires, illness, family emergency, prior personal or professional commitments, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by Student.
10.8. Equitable Relief. Student agrees that any breach of these terms by Student may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, CWALU shall have the right to an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirements of posting a bond or undertaking or proving injury as a condition for relief.
10.9. Governing Law. These terms, and any claims, whether in contract, tort or otherwise, arising from these terms shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law and the Parties hereby waive any and all defenses to venue or forum, including but not limited to that of non-conveniens.
10.10. Compliance with Laws. Student shall comply with all foreign, federal, state, and local laws, regulations, and rulings of governmental bodies having jurisdiction. In particular, Student shall comply with all laws, restrictions, and regulations of any applicable city, state, municipality and the United States or other applicable foreign agency or authority, at Student’s sole expense. Nothing in these terms shall be construed to require CWALU to perform any act in violation of any laws, regulations, or rulings.
10.11. Construction. The section and subsection headings used throughout these terms are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope or intent of the terms. These terms shall be construed according to its fair meaning, as a whole, as if both Parties had prepared it and shall not be interpreted for or against a Party by virtue of that Party having drafted, or having failed to draft, these terms.
10.12. Relationship of the Parties. The relationship established between the Parties is that of independent contractors, and nothing contained in the terms shall be construed to (a) give either Party the power to direct or control the day-to-day activities of the other Party (b) constitute the Parties as partners, joint venturers, employee/employer, co-owners, or otherwise as participants in a joint or common undertaking, or (c) allow either Party to create or assume any obligation on behalf of the other Party for any purpose.
10.13. Counterparts. These terms may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The Parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.
10.14. Dispute Resolution. In the event of any controversy or claim arising out of or relating to these terms or the existence, validity, breach or termination thereof (“Disputes”) that is not resolved in the normal course of business, either Party may give the other Party written notice of such Dispute. CWALU and Student will thereupon attempt in good faith to resolve such Dispute. If the Dispute has not been resolved within sixty (60) days after such written notice is received, whether during or after the individuals term as a student, it will be finally settled by compulsory arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and this Subsection 10.14, except as specified below. The Parties expressly agree that the arbitrators will be empowered to, at either Party’s request, grant injunctive relief. An award granted by the arbitrators will be the exclusive remedy of the Parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrators except as specifically provided below. The prevailing party in the arbitration shall be entitled to recover its costs, including reasonable attorneys’ fees. Judgment upon the arbitral award may be entered in any court that has jurisdiction. Any additional costs, fees, or expenses incurred in enforcing the arbitral award will be charged against the Party that resists its enforcement. Notwithstanding anything to the contrary herein, nothing in this Subsection 10.14 will prevent CWALU from seeking interim or permanent injunctive relief or taking any other action in any court to enforce or protect its intellectual property rights, including but not limited to any action for money damages and/or equitable relief, including but not limited to injunctive relief.