Subscription Services Agreement
This Subscription Service Agreement is made and entered into on the day of registration (“Start Date”) between you and The Paulson Seven INC DBA Sober Mom Squad (“SMS,” “we”, “our”), a Washington State S-Corp with a principal place of business in Spokane Valley Washington. SMS and Client are together referred to herein as the “Parties,” or each may be referred to individually as a “Party.”
1. THE SERVICES
SMS offers a variety of subscription services. These subscription services, together with any and all information, articles, feedback, tips, advice, recommendations, messages, comments, posts, text, graphics, photographs, information, videos, data, and other materials (collectively, “Content”) which is provided or made available on our website, SOBERMOMSQUAD.COM (the “Website”) shall be referred to as the “Services.” You may choose to change your level of Services at any time in your online “User Profile” located in the upper right hand of the membership site at join.sobermomsquad.com.
A. SMS Community. In the event that you purchase a subscription to the Services, you will:
receive access to SMS staff and employees (“Coaches”) and other members of the SMS community via online, unrecorded, meetings offered multiple times each daily, the schedule for which is made available on the Website;
have the ability to participate in such meetings, if you so choose; and
receive access to our private group and member forums (“Groups”).
B. SMS GROUP COACHING, COURSES, OR REWIND PROGRAM. In the event that you purchase a subscription to the SMS GROUP COACHING, COURSES OR REWIND PROGRAM, you will:
have the ability to participate in exclusive coaching;
have the ability to submit questions to SMS for review prior to each call (REWIND) or ask questions live (GROUP COACHING);
have access to discounted courses offered by SMS;
gain access to an archive of prior meetings for listening at your leisure; and
have the ability to participate in up one (1) monthly expert webinar offered by SMS.
2. YOUR ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES
By purchasing the Services, you represent and warrant that you:
have read this Agreement in its entirety and that you agree to be bound by this Agreement in its entirety;
you have presented any and all questions about this Agreement to SMS and that they have been sufficiently answered before you have entered into this Agreement;
have read our full Medical Disclaimer, which is incorporated herein by reference, in its entirety and that you understand and agree to such disclaimer in its entirety;
have read our Intellectual Property Policy, which is incorporated herein by reference, in its entirety and that you understand and agree to such disclaimer in its entirety;
that, in the event of a conflict between this Agreement and any of the documents incorporated herein by writing, this document shall prevail as it relates to the use and purchase of the paid Services;
are purchasing the Services freely and that you understand that the Services are provided as-is by SMS without guarantee or warranty of any performance results;
understand that SMS will utilize suitable methodologies in accordance with your general needs, and in accordance with its Coaches’ training, but that the Services are not a one-size-fits-all solution and that they may not be adequate or appropriate for your needs or desires;
understand the nature of the scope of the Services and that one’s journey and commitment to a sober lifestyle is personal;
have or will be evaluated by your physician and obtain medical clearance prior to using the Services or starting any fitness, exercise, diet, health or wellness-related program in connection with the Services and that you will continue under the care and guidance of a physician or such other medical or mental health professionals as may be required;
understand that the Services may include elements of diet and exercise, which bring inherent risks of illness, injury, or other similar unanticipated consequences and that you agrees that you are aware of such risks and assume such risks by way of purchasing the Services;
understand that the Services may not be suitable for all persons and all fitness levels, and that you may need to modify the Services for your health and lifestyle; and
Further, you acknowledge and understand that, acknowledge and agree that, if, at any point during Services, SMS, in its sole reasonable discretion, believes that you need medical treatment or other services that SMS or its Coaches cannot provide, SMS may advise you of such concerns. You have the right to disregard SMS’s concern; however, you may be asked to cease use of Services and the Website, until such treatment can be provided. In the event that you choose to disregard SMS’s concern and to continue to use the Services and the Website, you may be asked to sign a waiver memorializing your decision.
The receiving Party of the Confidential Information agrees to use Confidential Information solely in connection with the Campaign and not to disclose such Confidential Information to any third party, or make commercial use of such Confidential Information, except as permitted under applicable law. The receiving Party agrees to take all precautions necessary to safeguard the Confidential Information, that is in receiving Party’s custody or control. The receiving Party shall disclose the disclosing Party’s Confidential Information to any other person or entity without the prior express authorization of SMS. Because each Party will have access to and become acquainted with the Confidential Information of the other Party, each party agrees that its breach of this section will result in irreparable harm to the other Party and that the disclosing Party will have the right to enforce these Terms by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that the enforcing Party may have.
The Parties agree that the responsibility to refrain from disclosing or sharing Confidential Information SMS shall continue in perpetuity and survive the expiration or termination of this Agreement and Coaches services.
4. INTELLECTUAL PROPERTY
You agree to comply with our Intellectual Property Policy with regard to your use and access of any and all Content made available in connection with the Services at all times.
5. PAYMENT AND BILLING; RENEWAL AND AUTO-RENEWAL
A. General. You are required to render payment in full for the duration of the subscription of the Services via the electronic payment methods utilized by SMS. It is your responsibility to maintain your payment information that is on file. In the event that payment fails, your Services shall immediately be suspended until payment is rectified. For clarity, in the event that you purchase a monthly subscription to the Services, you will be required to remit payment on a monthly basis. In the event that you purchase an annual subscription to the Service, you will be required to pay for the full annual subscription upfront. Notwithstanding the foregoing, in the event that you have scheduled the remittance of payments on a monthly basis, you may change the cadence of your billing to an annual cadence at any time; however, and such change shall take effect at the start of the month following the month in which you made the change.
B. Taxes. All fees and payments stated herein are exclusive of all taxes and similar fees now in force or enacted in the future that may be imposed on the Services. You will pay any sales, use, VAT or any other tax related to the Parties’ performance of their obligations, including payment of fees, or the exercise of their rights under this Agreement, exclusive of taxes based on SMS’s net income. We will make all payments free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments by you hereunder will be your sole responsibility.
C. Autorenewal. We will automatically renew your subscription to the Services at our then-prevailing rates upon expiration of your subscription. Only credit cards are eligible for payment for subscriptions. It is your responsibility to update us and the purchase processor you have chosen to use in connection with your initial purchase in the event that your payment information changes. Unless you notify us before a charge that you want to cancel or do not want to auto renew, you understand your subscription will automatically renew and you authorize us (without notice to you, unless required by applicable law) to collect the then-applicable subscription price and any taxes, using any credit card we have on record for you.
5. CANCELATION AND TERMINATION
A. Cancellation Notice and Requests. You are solely and individually responsible for the initiation and completion of any cancellation requests. Cancellation requests must be submitted online via the provided cancellation mechanism set forth herein. You may cancel the Services by accessing your “Billing Information” in your Website User Profile. Cancellation instructions are provided on our Website for reference. If you are unable to access your “Billing Information” or if you have additional questions, please contact us at firstname.lastname@example.org. We will respond to your inquiry as soon as possible; however, your cancellation will not be deemed effective until it has been submitted through the provided online cancellation mechanism.
C. Effects of Termination or Cancellation. Upon termination or cancellation of the Services, access to Services and your account will terminate at the end of your billing cycle. Payment for the Services are non-refundable. Under no circumstance shall SMS be obligated to remit payment to you in connection with a cancellation or termination of the Services or this Agreement.
6. ASSUMPTION OF RISK AND DISCLAIMERS
A. Content Disclaimer
We make a variety of Content available on or through the Website and Services. Some of the Content is provided by the Company or its affiliates, partners, and suppliers, and other Content is provided by users. The Company cannot guarantee, and is not responsible for, the accuracy, completeness, or timeliness of any Content, whether provided by the Company or its suppliers, or by users of our Services. Any opinions, advice, statements, or other information expressed or made available by users or third parties are the responsibility of those respective users or other third parties and not of the Company. The Company does not endorse and is not responsible for the accuracy or reliability of any opinion, advice, or statement made anywhere in the Services, including, importantly, within any forums or community-type features. Our Content is for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. All Content and Services are provided for general educational and informational purposes only.
SMS does not have any obligation to prescreen, edit, or remove any Content provided by users that is posted on or available through the Services. Notwithstanding the foregoing, the Company will have the right (but not the obligation), in our sole discretion and for any reason, to prescreen, edit, refuse to accept, remove, or move any such Content.
SMS is a web-based, online information-sharing and connection platform which seeks to provide opportunities for like-minded people to find each other and form connections by way of its services. SMS may also facilitate the sharing of information that improves the general public’s understanding of addiction, sobriety, sober living, and related information. SMS provides support for those on their sobriety journey through our memberships including support meetings and coaching sessions. Any and all Content provided or made available or accessible by way of the Website or the Services are provided for general educational and informational purposes only. The Content on our Website, including any health or medical information, is, at best, general, and does not and is not meant to be a substitute for the advice of a licensed medical professional (like a qualified doctor/physician, physician assistant, nurse, therapist, psychologist, psychiatrist, or other healthcare provider), and should not be used to diagnose or treat any kind of disease, illness or symptom. We cannot take any responsibility for the results or consequences of any attempt to use or adopt any of the Content on our Website. You should not interpret anything on our Website or in our Content or Services as an attempt to offer or render a medical or healthcare opinion or otherwise engage in the practice of medicine or therapy. To read our complete medical disclaimer, click here.
C. Assumption of Risk
You use our Services at your own risk. There is no guarantee that using our Services will result in a successful TREATMENT, JOURNEY TO SOBRIETY, OR PROLONGED SOBRIETY, nor that connecting you with OUR STAFF MEMBERS, VOLUNTEERS, OR EXPERTS WILL DO THE SAME.
In addition to any indemnification obligations included in any of the policies and other such documents incorporated herein by reference, You will indemnify and hold harmless SMS or its officers, directors, employees, volunteers, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (i) your access to or use of the Service and your direct or indirect participation in any programs, plans, or lifestyles suggested as part of the Services, (ii) and use or misuse of SMS’s Content, (iii) your breach or alleged breach of any representations and warranties made by you hereunder or your violation of any other provision of this Agreement, (iv) your violation of any law or the rights of a third-party, (v) property damage, personal or physical injury, or death. 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 in asserting any available defenses.
8. LIMITATION OF LIABILITY
USE OF THE CONTENT AND Services IS AT YOUR OWN RISK.
SMS AND ITS VENDORS, LICENSORS, EMPLOYEES, REPRESENTATIVES, VOLUNTEERS, STAFF AND PARTNERS HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OR RELIANCE ON ANY PRODUCT OR SERVICE YOU USE TO ENCOUNTER ON THE WEBSITE OR IN ANY SERVICES. IN PARTICULAR, BUT WITHOUT LIMITATION, YOU ARE AGREEING THAT SMS AND ITS VENDORS, LICENSORS, EMPLOYEES, REPRESENTATIVES, VOLUNTEERS, STAFF AND PARTNERS ARE NOT LIABLE UNDER ANY THEORY OF LAW FOR ANY COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, FAILURE TO OBTAIN OR MAINTAIN SOBRIETY OR A SOBER LIFESTYLE, TO ACCOMPLISH ANY GOALS, A FAILURE TO OBTAIN MEDICAL TREATMENT OR ANY OTHER ACTION OR OMISSION OF BEHAVIOR FOLLOWING ANY INFORMATION OR ADVICE FOUND ON OUR WEBSITE, COMMUNITY FEATURES, IN OUR CONTENT, OR IN ANY SMS SERVICE, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE. OUR SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS AND IF YOU DO NOT AGREE TO THESE LIMITATIONS, PLEASE DO NOT USE THE SERVICES ON OUR WEBSITE. NO ADVICE OR INFORMATION YOU OBTAIN FROM US THROUGH THE SERVICES OR IN SUPPORT OF THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT SMS IS FOUND TO HAVE A LIABILITY TO YOU, YOU AGREE THAT OUR AGGREGATE LIABILITY FOR ANY CAUSE WHATSOEVER (EXCEPT FOR A VIOLATION BY SMS OF OUR PRIVACY LAW) AND REGARDLESS OF THE FORM OF ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT THAT YOU, IF ANYTHING, TO SMS WITH RESPECT TO YOUR INDIVIDUAL USE OF THE SERVICE IN QUESTION. IN ADDITION, YOU SPECIFICALLY AGREE AND ACKNOWLEDGE THAT SMS IS NOT LIABLE FOR THE CONTENT SUBMITTED BY ANY OTHER USE, OR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF A THIRD PARTY.
THE WEBSITE, SERVICES, AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS. SMS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
SPECIFICALLY, SMS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE FOLLOWING:
THE ACCURACY, RELIABILITY, COMPLETENESS, CORRECTNESS, OR TIMELINESS OF THE CONTEXT, TEXT, GRAPHICS, LINKS, RECOMMENDATIONS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF THE WEBSITE OR SERVICES.
THE ACCURACY, RELIABILITY, COMPLETENESS, CORRECTNESS, OR TIMELINESS OF THE CONTENT TEXT, GRAPHICS, LINKS, RECOMMENDATIONS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF THE WEBSITE OR SERVICES.
THE ACCURACY, COMPLETENESS OR CORRECTNESS, TIMELINESS, OR USEFULNESS OF ANY OPINIONS, ADVICE, SERVICES, OR ANY OTHER INFORMATION PROVIDED THROUGH THE WEBSITE OR SERVICES.
THE SERVICES WILL BE INTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.
IN NO EVENT WILL SMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, VOLUNTEERS, REPRESENTATIVES, AFFILIATES, AGENTS, ATTORNEYS, REPRESENTATIVES, VENDORS, LICENSORS, OR PARTNERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE WEBSITE, THE SERVICES, AND ANY CONTENT. YOU WILL HOLD SMS, ITS OFFICER, DIRECTORS, EMPLOYEES, VOLUNTEERS, REPRESENTATIVES, AFFILIATES, AGENTS, ATTORNEYS, REPRESENTATIVES, VENDORS, LICENSORS, AND PARTNERS HARMLESS FOR ANY SUCH ACTIONS OR DECISIONS TAKEN BY YOU IN RELIANCE UPON SUCH INFORMATION AND FOR ANY CLAIMS ARISING FROM YOUR USE OF THE WEBSITE, THE SERVICES, AND ANY CONTENT.
13. DISPUTE RESOLUTION AND ARBITRATION
A. Dispute Resolution. Should a dispute arise between you and SMS, the Parties agree to work in good faith to resolve the dispute informally without the involvement of legally binding third parties. Client agrees that failure to see or maintain desired results is not a basis for a “dispute.”
B. Arbitration. If unable to reach a resolution informally, the Parties agree the dispute will be submitted for arbitration as set forth in this Section 13 within a reasonable amount of time of the issue giving rise to the dispute. We encourage you to read these important terms, which include an arbitration requirement (except for small claims) and require claims to be brought individually.
C. Applicability. You agree that any dispute or claim relating in any way to your access or use of the Website, mobile apps, and service, or to any aspect of your relationship with SMS, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
D. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Section 13. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to SMS in writing to our mailing address listed in our terms and conditions. The arbitration will be conducted by the American Arbitration Association, an established alternative dispute resolution provider. The arbitration shall be conducted in Washington State unless the Parties mutually agree in writing to conduct the arbitration by telephone, based on written submissions, or in person or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
E. Authority of the Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Section 13 and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Section 13 including, but not limited to, any claim that all or any part of this Section 13 is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and SMS. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forums rules, and this Agreement (including the Section 13). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
F. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
G. Waiver of Class of Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 13 MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR MEMBER. If a decision is issued stating that applicable law precludes enforcement of any of this subsections limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the federal or state court located in Washington State. All other claims shall be arbitrated.
A. No Agency
You agree that no joint venture, partnership, employment, or agency relationship exists between you and SMS as a result of these Terms or use of the Website or the Services.
The Terms and any rights and licenses granted hereunder may not be transferred or assigned by you without the Company’s prior written consent, but may be assigned by SMS without restriction. Any assignment attempted to be made in violation of these Terms shall be void. These Terms shall be binding upon and inure to the benefit of the parties hereto, and their permitted successors, heirs, and assigns.
C. Complete Agreement
D. Modifications and Amendments
The Parties understand and acknowledge that the Contract may be amended in a writing dually executed by the Parties.
The following provisions survive the expiration or termination of these Terms for any reason whatsoever: limitation of liability, any and all disclaimers and disclaimers of warranties, indemnification, user submissions, jurisdiction, arbitration agreement, and complete agreement.
These Terms are governed by the substantive laws of Washington State (excluding its choice of law rules). You consent to the exercise of exclusive jurisdiction by the state or federal courts in Washington State for any claim relating to these Terms. You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Washington State in connection with any such dispute including any claim involving SMS or its affiliates, subsidiaries, employees, volunteers, representatives, contractors, officers, directors, telecommunication providers, and content providers.
Last Updated: February 27, 2022