T E R M S O F U S E
By purchasing any of our products, you (hereinafter “Client”) agree and understand you are purchasing information created by Shawna Shipley-Gates and Cupcake Noire (hereinafter “we” “us” “Service Provider”). Client agrees to be bound by the terms and conditions outlined herein, as well as the general policies and procedures that can be found in this Agreement. Client also agree they are voluntarily entering into this legally binding Agreement with Service Provider, inclusive of the following terms and conditions mutually agreed upon.
G U I D E S
Client agrees and understands that they are purchasing a document aimed to educate and encourage sexual health and wellness. Client understands this product is being purchased in “guide” form, meaning Client will need to complete the product as directed, in order for it to become personalized and useful to their own needs. By purchasing this guide, Client acknowledges that they have conducted any additional research necessary to feel they understand what is being provided, as well as what the guide is NOT intended to replace.
As indicated above, Client agrees and understands that in order to be properly utilized, Client must complete the guide in accordance with the tips provided. If Client has any questions or needs any additional help, Client understands they may contact Shawna Shipley-Gates at firstname.lastname@example.org.
Client understands that it is solely their responsibility to seek additional information, assistance, or guidance from Service Provider regarding how to complete Guide, and that any failures or inabilities to take adequate steps to understand how to use Guide are not the fault of Service Provider. Should Client incorrectly complete any portion of Guide, or otherwise make any errors, Client acknowledges and agrees Service Provider has no fault or ownership of these errors, and Client will not seek to blame Service Provider for any errors or mistakes stemming therefrom. Client agrees to hold Service Provider harmless from any misuse of Guide, failures to adequately complete Guide, incorrect placement of Guide on Client website, or
other misuse or failure to properly utilize Guide which may render Guide
ineffective or unenforceable, whether in whole or in part.
L E G A L D I S C L A I M E R
While Shawna Shipley-Gates is a sexual health and wellness educator, the information contained herein on this Website and via our products is not intended as a substitute for therapy, coaching, healthcare, or medical and one-on-one based advice that should be provided by your own therapist/coach/healthcare provider regarding your own personal situation(s). You should always seek additional consult to discuss any specific circumstances related to your personal life
and other circumstances.
By using our Website, and/or purchasing any material from our Website, you agree and understand that a therapist-client or coach-client relationship has not been formed between you and Shawna Shipley-Gates. The content found on this Website and within Guide is not intended to take the place of a personal consultation between you and professional in your state or country.
3. You agree to hold Shawna Shipley-Gates harmless should any information contained on this Website or within any Guide prove inaccurate, or otherwise unhelpful to your personal situation, and understand our disclaimers herein.
L I M I T E D L I C E N S E
Client understands they are purchasing Guide, which constitutes proprietary intellectual property belonging to Shawna Shipley-Gates. Following Client’s decision to purchase one or more Guides, Client will have gained access to the intellectual property of Shawna Shipley-Gates in the form of copyrighted information and writing. Client understands and acknowledges that they are being granted a limited, revocable license to make the appropriate suggested responses to the Guide(s) purchased and use the Guide(s) purchased as directed. Client understands that this information is not to be openly shared with others who have not purchased Guides, and Client agrees not to share, copy, use as their own material, or repurpose without written permission of Service Provider, or otherwise disclose or use any information provided to Client
by virtue of their purchase of Guides.
Client also understands that this limited license may be revoked at any time, without refund, should Service Provider become aware of facts suggesting or confirming that Client has engaged in infringing misuse of the Guide, or otherwise made the Guide(s) available to anyone who has not purchased Guide. Client understands that should their license to use purchased Guide become revoked, they do not have a cause of action against Service Provider, understands and agrees that their limited license will be revoked without refund or reimbursement of funds paid, and agrees that they were made aware of the consequences of distributing or otherwise engaging in unauthorized sharing of Guide prior to choosing to engage in such action.
T E S T I M O N I A L S
Client understands that following their use of Guide, Service Provider may request Client provide a testimonial to be published on Service Provider’s website, or on various sales materials for this or any other program or product created by Shawna Shipley-Gates. Client understands that they are not required to give any testimony, and understands that the choice to do so is freely up to Client. There will be no ramifications or change in relationship if Client refuses testimonial.
If Client accepts and provides Service Provider with a testimonial, Client understands the material, along with a photo of Client, will likely be published on www.cupcakenoire.com or other locations or pages. Should Client agree to provide a testimonial, Client will agree to review and sign an additional Release, confirming same, and confirming Service Provider’s rights to use Client’s testimonial. No payment or additional services will be provided in return for Testimonial.
P A Y M E N T
Client understands the cost of each Guide is clearly marked on the Website, whether selected individually or as part of a bundle. This payment is payable up front, in full. Client understands they are responsible for the full payment and agrees to pay the total sum requested on www.cupcakenoire.com electronically, via the website, in full.
R E F U N D
As Client will have access to the purchased Guide via the website immediately upon purchase, and will be able to download and utilize the purchased Guide, Service Provider is unable to control what happens to the Guide following Client’s purchase of same. Therefore, unless Service Provider is unable to offer the Guide(s) purchased by Client and Client does not end up with the Template purchased, Service Provider is not able to offer refunds once a Guide has been purchased. Should any technical issues arise following purchase of one of more Guides, Client understands and agrees they will contact email@example.com
for further customer service and troubleshooting.
D I S C L A I M E R
Client understands that any Guides purchased through cupcakenoire.com are solely to provide educational information to those wishing to view or use it. Service Provider cannot and does not guarantee any type of specific results, outcomes, changes, protections, or gains through use of our Guides. Client understands and agree to this, and acknowledge that they the use of any information contained within one or more Guides herein is purely voluntary,
and at Client’s own risk.
Client understands and agrees that Guides produced are not to take the place of professional advice received via a consultation with a therapist, coach, healthcare professional or other expert regarding the details of Client’s specific personal issue, situation, or concern. Client is encouraged to consult with their own professional for any questions Client may have regarding their particular and individual situation.
Client understands and agrees that their decision to visit our website, purchase one or more Guides, and incorporate them is purely voluntary, and Client understands Service Provider is not responsible or liable for any harm or damage from direct or indirect use of one or more Guides. Client agrees to hold Shawna Shipley-Gates, harmless from any damages directly or indirectly resulting from Client’s use of one more Guides on Client’s website or in the course and agrees they will not make any claims against Service Provider, Shawna Shipley-Gates.
While Service Provider will act in their full capacity to ensure your satisfaction with any Guides purchased, Client acknowledges and agrees that services provided by Service Provider to Client, purchased via cupcakenoire.com are provided without any representation or warranties regarding quality, specific results or guarantees, fitness for use in specific states or countries, noninfringement of materials, or relief from legal action. Client understands Service Provider is not and cannot guarantee any specific or general results from use of one or more Guides, and Client understands that they have no expectation of any particular or specific results or outcomes as a result of use of one or more Guides by Service Provider. Client understands and agrees they are choosing to purchase this/these Guide(s) freely and voluntarily, and understands they have no claims against Shawna Shipley-Gates, Service Provider, or www.cupcakenoire.com should any unexpected or unfavorable results stem from use of a Guide.
Client agrees to hold Service Provider harmless should any injury occur – physical, financial, emotional, or otherwise –as a direct or indirect result of using one or more Guides. The information provided in each Guide is information that has worked for Service Provider and other clients, and may or may not be useful to you in your business. Client understands Service Provider cannot guarantee any specific results or outcomes from use of Guides, and Client has no expectation of a specific result that they hold Service Provider responsible for.
I N T E L L E C T U A L P R O P E R T Y
Client understands that Service Provider maintains all copyrights and intellectual property rights in the Guides created, regardless of any edits/updates completed by Client to personalize the document as instructed by Service Provider. Client understands they do not gain any intellectual property rights in a Guide once it has been edited to reflect Client’s personal information, and agrees not to seek ownership of any portion of the Intellectual Property rights contained within Templates, owned by Service Provider.
Client also acknowledges and understands that Service Provider maintains any and all copyrights and intellectual property rights in any additional information provided to Client via telephone, any information spoken on webinars, blog posts or any social media now in use or created at a later date in the future. Nothing in this agreement shall transfer ownership of or rights to any intellectual property of Service Provider to the Client, nor grant any license to use materials, other than that which is specifically outlined in this Agreement or in each Guide.
Client agrees and understands they are not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Service Provider or obtained through working with Service Provider, without Service Provider’s express written consent. If such behavior is discovered or suspected, Service Provider reserves the right to immediately end Client’s participation in the Program without refund, as well as access to any program or materials Client may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.
Limited License: Client understands that in purchasing one or more Guides from Service Provider, they are gaining access to view an editable, manipulatable document, drafted and owned by Shawna Shipley-Gates, as well as any additional information or content shared with them by Service Provider. Client understands this means they have been granted a limited, revocable, non-transferrable license to read and use the Guide(s) and information provided to be used for their specific, designated purpose only. As a “Licensee,” Client understands and agrees to not:
1. Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitutes infringement and/or theft of our work, and a violation of this Agreement and United States Federal laws.
2. Share purchased materials or information with others who have not purchased them.
3. Claim any content or portion of Template or information otherwise given to Client is their own, meaning they cannot claim any content created by Service Provider was Client’s work, and use as their own.
4. Post, distribute, copy, steal or otherwise use any portion of the Guide or its content, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.
5. Copy, edit, distribute, duplicate or steal any information from Guides or through discussions with Service Provider without written permission by Service Provider.
O N L I N E P U R C H A S E S
Client understands that in order to complete payment for purchase of one or more Guides, they will be required to provide information about their self, including name, address, credit card information, method of payment, billing information, and other personally identifiable information. This information may be collected by us, as well as our payment processing company. Client also understands and agrees that any information provided by Client is true and accurate, to be relied upon by Service Provider in processing payment and delivering our products to Client. Should Client’s payment fail to process, we reserve the right to withhold the purchased product from Client unless and until payment is properly rendered.
We will take reasonable precautions and take measures to keep any information obtained by Client in connection with the purchase of Guides private. While we will attempt to monitor and resist any third party hacking or third party ability to gain access to confidential information held by us, Client agrees and understands we are not liable for any unauthorized access to or use of Client information or property, regardless of negligence, failures, tort, breach of implied or express contract, or any other causes of action or legal theories of liability, even if such theories could have been foreseeable or preventable, or if Shawna Shipley-Gates
was made aware of such a possibility.
Client also acknowledges and agrees that we have no responsibility or liability for policies of third party payment processing companies we select and use to facilitate purchases through our Website. When Client makes a purchase on our Website, they may also be subject to the terms and conditions, policies, and/or guidelines of the payment processing company. For more information, we encourage Client to visit the website of the payment processing company, and read their policies and terms and conditions as well. Client agrees to release us as well as the payment processing company we choose from any damages they incur as a result of this process, and agrees not to file or assert any claims against us or the payment processing company arising from Client’s purchase of a Guide.
Client acknowledges and understands that any information provided to us is done so on a purely voluntary basis. By choosing to provide us with this information, Client agrees and represents that any information provided to us in order to purchase Guide, will be accurate and current, and belong to Client. Client understands they may not hold themselves out as someone else or use anyone else’s information, and agrees to bear the consequences should they use anyone else’s information as their own. Should client choose to impersonate another, they understand this may constitute a legal violation and understand and agree they will be financially responsible for any consequences therein, and agree to hold Shawna Shipley-Gates and cupcakenoire.com harmless from any resulting legal action.
Client also agrees that they are to remain financially responsible for any purchases made through cupcakenoire.com of Guides by Client or any other person acting on Client’s behalf, regardless of the information provided at checkout. Should information become available at a later date confirming Client performed unauthorized use of a credit card or other payment information belonging to someone other than yourself, or that the payment information was not valid, Client understands and agrees that Client remains financially responsible for any
and all purchases made, without exception.
I N D E M N I F I C A T I O N
Client agrees at all times to defend, fully indemnify and hold harmless Shawna Shipley-Gates, cupcakenoire.com, and any affiliates, agents, team members or other party associated with Shawna Shipley-Gates and Cupcake Noire from any causes of action, damages, losses, costs, expenses incurred as a result of Client’s use of our Guides. Should we be required to defend ourselves in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit our defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by us, free of charge.
Client understands they are voluntarily deciding to utilize one or more Guide(s) available for purchase, and understands we are not liable to any party, for any damages – whether direct, indirect, consequential, foreseeable, incidental or otherwise – stemming or perceived to stem from use of or reliance upon any information contained or found within one or more Guides. Client also agrees to release us from any and all claims stemming from, or perceived to stem from, reliance on information contained within our Guides.
L I M I T A T I O N O F L I A B I L I T Y
Client understands and agrees that the information offered in Guide form available for purchase via cupcakenoire.com is general information that may or may not be suitable for all businesses, locations, countries, or persons in specific situations. Client understands that Service Provider is unable to individually consult with any and all clients, and agrees that their decision to purchase, complete, and/or use Guides offered is purely voluntary. Client agrees to consult with their own local professional should they have any specific questions pertaining to the applicability of the information to Client’s specific business or personal situation. Client understands and agrees that we have no way of knowing a Guide’s specific applicability to a Client, and Client agrees and understands they will hold Shawna Shipley-Gates harmless from any direct or indirect damages or harm as a result of choosing to utilize information purchased from our website, including but not limited to general, specific, incidental, consequential, punitive, or special damages.
Client also understands and agrees that Shawna Shipley-Gates and cupcakenoire.com make no warranties, express or implied, and hereby renounce any such warranties, guarantees, or representations with respect to any portion of the Guides purchased. By use of this Website, all users agree and understand that use of content and information found herein is to be used at their own risk, with no guarantees, representations, or warranties regarding fitness for particular purpose, accuracy, or otherwise.
R E L E A S E O F C L A I M S
Client also agrees that under no circumstances will we be liable to any party for any type of damages resulting or claiming to result from any use of or reliance on the Guides utilized, and Client hereby release us from any and all claims whether known now or discovered in the future.
D I S P U T E R E S O L U T I O N
This Agreement shall be governed by the laws of the State of Missouri regardless of location of Client or any conflict of law principles. Should any dispute arise, Client and Service Provider agree to engage in good faith informal negotiations to resolve the dispute or misunderstanding.
Shawna Shipley-Gates expressly stating otherwise.
Updated March 2020