BROOKFIELD MEDIA LLC™
TERMS OF SERVICE
Last Modified: August 8, 2026
This Terms of Service Agreement ("Agreement" or "Terms") is entered into between Brookfield Media LLC™ (“Company,” “we,” “us,” or “our”) and you, the individual or entity accessing or using our website, digital products, programs, courses, coaching services, software, and any related content or services (collectively, the “Services”). Our contact email is [email protected] and our website is located at www.ralphervin.com.
PLEASE READ THESE TERMS CAREFULLY. By accessing or using any part of our Services, you agree to be bound by this Agreement in its entirety. If you do not agree to all terms and conditions herein, you must not access or use the Services. These Terms apply to all users, visitors, clients, customers, and others who access the Services.
We reserve the right to update, modify, or replace any part of these Terms at any time. Updates will be posted to this page with a revised effective date. Your continued use of the Services after any changes are posted constitutes your acceptance of those changes. It is your responsibility to review these Terms periodically.
Section 1 — Introduction, Acceptance, and Eligibility
Welcome. These Terms of Service ("Agreement" or "Terms") are entered into between Brookfield Media LLC™, presented publicly as Brookfield Media Group ("Company," "we," "us," or "our"), and you, the individual or entity accessing or using our websites, digital products, programs, courses, coaching services, software, communities, and any related content or services (collectively, the "Services").
These Terms apply to www.ralphervin.com and to all other websites, subdomains, funnels, landing pages, registration pages, order forms, member portals, communities, and platforms operated by the Company, including premiumofferschallenge.com and any successor, replacement, or additional domains used to market or deliver the Services (collectively, the "Website").
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. By accessing or using any part of the Services, by creating an account, by submitting an application, or by completing a purchase, you signify your agreement to these Terms in their entirety. If you do not agree to all terms and conditions herein, you must not access or use the Services. These Terms apply to all users, visitors, applicants, clients, customers, and others who access the Services.
When you use any current or future Service, you may also be subject to additional guidelines, terms, conditions, and agreements applicable to that Service, including any offer-specific terms presented at the time of purchase. Where offer-specific terms address a subject not covered by these Terms, those terms apply in addition to these Terms. Where offer-specific terms conflict with these Terms on the same subject, the offer-specific terms control for that purchase only.
Eligibility. By using the Services, you represent and warrant that: (a) you are at least 18 years of age, or the age of majority in your jurisdiction, whichever is greater; (b) you have the legal authority and capacity to enter into this Agreement; (c) you are not prohibited from using the Services under any applicable law; and (d) your use of the Services does not violate any applicable law or regulation.
If you are using the Services on behalf of a business entity, you represent that you have the authority to bind that entity to this Agreement, and "you" shall refer to both you individually and that entity.
Consideration. You agree that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, including without limitation your access to and use of the Services and the data, materials, content, and information available at or through the Services.
Section 2 — Description of Services
Brookfield Media LLC™ provides digital education, business coaching, online courses, live training programs, membership and community programs, software tools, and related media content, including videos, written guides, downloadable materials, newsletters, and live or recorded training sessions. Current and anticipated offerings include:
Free educational content, including videos, articles, newsletters, and downloadable resources
Free and paid masterclasses and live training events
Multi-day live training programs and challenges, including general admission and upgraded participation tiers
Group coaching programs of fixed duration
One-on-one coaching and private strategic engagements
Software-as-a-Service tools and subscriptions
Community access and related member resources
The Company reserves the right to modify, suspend, or discontinue any Service or offering at any time, in whole or in part, without prior notice, and shall not be liable to you or any third party for any such modification, suspension, or discontinuance. Program names, formats, delivery methods, pricing, schedules, and inclusions are subject to change. The terms applicable to any specific offering are those stated at the time of purchase.
Educational purpose. The Services are educational and strategic in nature. The Company does not provide legal, accounting, tax, investment, securities, or financial advisory services, does not manage client funds, and does not advise on the management, allocation, or investment of money. Nothing in the Services constitutes legal, tax, accounting, or investment advice. You should consult appropriately licensed professionals regarding those matters.
Section 3 — Accounts and Registration, and Account Security
Certain Services require you to create an account or receive login credentials. You agree to provide accurate, current, and complete information during registration and to keep that information accurate, current, and complete.
You are solely responsible for protecting the security and confidentiality of any username, password, access link, or credential assigned to you. Your account is personal to you. You agree not to provide any other person with access to it.
YOU ACKNOWLEDGE AND AGREE THAT, AS BETWEEN YOU AND THE COMPANY, YOU ARE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING THE CREDENTIALS ASSIGNED TO YOU, WHETHER OR NOT SUCH ACCESS OR USE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING ALL COMMUNICATIONS, TRANSMISSIONS, AND ALL OBLIGATIONS, INCLUDING FINANCIAL OBLIGATIONS FOR PURCHASES, THAT MAY RESULT FROM SUCH ACCESS OR USE.
You shall immediately notify the Company of any unauthorized use of your credentials or any other actual or threatened breach of security of which you become aware. The Company has the right to disable any credential at any time, in its sole discretion.
The Company reserves the right to suspend or terminate accounts that contain false information, violate these Terms, or are used in a manner the Company deems harmful to the Company, other users, or third parties.
Section 4 — Digital Products, Courses, and Access Terms
Upon purchase of any digital product, course, program, or membership, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the purchased content for your own personal and business use, subject to the terms below. This license permits you to apply what you learn within your own business. It does not permit you to teach, reproduce, resell, license, distribute, or repackage the Company's content, frameworks, methods, or materials to or for others.
Access Period. Access to digital courses and programs is granted for the period stated at the time of purchase. Where no period is stated, access is granted for the duration of the program plus any replay or archive window communicated to participants. The Company does not offer indefinite or perpetual access to any product, and any reference to extended access means access for as long as the Company continues to offer that product.
No Sharing or Redistribution. You may not share, transfer, sublicense, distribute, copy, resell, screen-record, republish, or otherwise make available to any third party any portion of the purchased content, including login credentials, course materials, downloads, session recordings, community discussions, or written frameworks.
No Derivative Works. You may not modify, adapt, translate, summarize for distribution, create derivative works from, or use the content to develop a competing product, program, or curriculum without prior written authorization from the Company.
No Data Mining or Automated Extraction. You may not use any robot, spider, scraper, crawler, artificial intelligence system, or other automated means to access, extract, copy, index, or reproduce any portion of the Services or their content, or to train any model on that content, without prior written authorization from the Company.
Access Following Refund or Chargeback. In the event of a refund, disputed charge, or chargeback, your license to access the associated content is immediately and automatically revoked. The Company reserves the right to terminate access without notice upon initiation of a dispute.
Software Subscriptions. Access to software tools or subscriptions is contingent on continued payment of applicable subscription fees. Failure to pay will result in suspension or termination of access. The Company is not responsible for any data loss resulting from account suspension or termination.
Any unauthorized use automatically terminates the license granted to you under this Section.
Section 5 — Pricing, Payment, and Billing
All prices are listed in United States Dollars unless otherwise specified. Prices are subject to change at any time without notice. The Company reserves the right to modify, discontinue, or limit the availability of any product or service at its sole discretion.
By providing payment information, you authorize the Company and its designated payment processors to charge the applicable fees. You agree to maintain valid, current payment information and are responsible for all charges incurred under your account. All sales are subject to applicable taxes as required by law.
Payment Plans. Where you select a payment plan, you authorize the Company to automatically process each scheduled payment using the payment method provided. All payment plan installments are contractual obligations and are not optional. If a scheduled payment is declined or remains unpaid, the Company may immediately suspend access to coaching sessions, live calls, digital resources, community access, and related Services until the account is brought current. You remain responsible for the full purchase price regardless of suspension.
Subscriptions. Subscription Services are billed on a recurring basis until cancelled. You may cancel at any time, but cancellation takes effect at the end of the current billing period. No prorated refunds are issued for mid-period cancellations.
Collection. Where any amount owed remains unpaid, the Company may refer the account for collection and may recover the outstanding balance together with reasonable collection costs, processor fees, and attorneys' fees, to the fullest extent permitted by applicable law.
Section 6 — Refund Policy
All sales are final.
No refunds will be issued for any masterclass, challenge, live training program, group coaching program, one-on-one coaching program, private strategic intensive, digital product, downloadable resource, live event, community access, or other Service offered by Brookfield Media LLC™, except where a refund is required by applicable law.
Payment Plans. Clients enrolled in a payment plan remain responsible for the full purchase price regardless of participation, attendance, completion, or satisfaction. All installments are contractual obligations and are not optional.
Software Subscriptions. Subscription fees are non-refundable. You may cancel at any time to prevent future charges. Cancellation takes effect at the end of the current billing period, and no prorated refunds are issued for mid-period cancellations.
Chargebacks. Chargebacks or payment disputes filed with your financial institution in place of contacting us are considered a material breach of this Agreement and may result in immediate and permanent termination of access without refund, forfeiture of any remaining program access, and pursuit of collection of the disputed amount plus associated fees, costs, and attorneys' fees.
Where any offer-specific terms are presented at the time of purchase, those terms govern that purchase and are incorporated into this Agreement by reference.
Section 7 — Coaching Sessions, Scheduling, and Client Cooperation
Where the Company provides coaching, group calls, or private strategic engagements, the following terms apply in addition to any separate written agreement executed between the parties.
The Company reserves the right to decline service to any prospective client prior to a commitment being made in the form of payment.
Scheduling. Please provide at least 48 hours notice if you need to cancel or reschedule a scheduled session. Last minute cancellations and no-shows are counted against the client's allotted sessions or time and are not rescheduled or credited. If a session finishes early, the full scheduled duration may be counted unless otherwise stated by the Company.
Client Cooperation. Delivery of any coaching program depends on the client's participation. Where a program requires the client to complete work, provide information, submit materials, or attend scheduled sessions, the Company's obligations are contingent on the client doing so within the timeframes communicated. The Company is not responsible for outcomes affected by a client's failure to participate.
Recording. Group sessions, live trainings, and community calls may be recorded. By participating, you consent to being recorded and to the Company's use of those recordings for program delivery, replay access, training, and archival purposes. Recordings may not be copied, shared, or distributed by participants.
Confidentiality. The Company agrees not to disclose, divulge, reveal, or use any confidential information received from the client, except as authorized in writing by the client or as required by law. This obligation survives the termination of any engagement indefinitely. Clients participating in group programs agree to extend the same confidentiality to information shared by other participants.
Program Delivery. The Company may engage qualified contractors, coaches, or team members to support delivery of any program. Where this occurs, the Company remains responsible for their performance.
Termination for Breach. In the event that either party materially breaches this Agreement, the non-defaulting party may terminate the engagement immediately and seek indemnification for all reasonable damages arising from the breach.
Section 8 — Affiliate and Referral Partnerships
The Company may, at its sole discretion, operate an affiliate or referral program. Participation is by approval only and is governed by a separate written affiliate agreement that states the applicable commission rate, payout schedule, attribution window, and program rules. Nothing in these Terms creates an affiliate relationship, entitles any person to commission, or obligates the Company to operate an affiliate program.
Where an affiliate program is in effect, approved affiliates are prohibited from making income claims, results guarantees, earnings representations, or any statement about the Company's products that is not expressly authorized in writing by the Company. Affiliates must comply with all applicable advertising laws and disclosure requirements, including Federal Trade Commission endorsement and testimonial guidelines.
The Company reserves the right to remove any approved affiliate at any time, for any reason, with or without notice, and to withhold or reverse commission on any sale that is refunded, disputed, charged back, or otherwise cancelled.
Section 9 — Intellectual Property Ownership
All content, materials, and works published, distributed, or made available through the Services, including but not limited to course content, training videos, written guides, teaching frameworks, methodologies, session recordings, graphics, audio recordings, software, website copy, brand assets, trademarks, and logos, are the exclusive intellectual property of Brookfield Media LLC™ or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.
The compilation, selection, arrangement, and organization of all content within the Services is the exclusive property of the Company.
Our name, logo, and all related names, logos, program names, product and service names, designs, taglines, and slogans are trademarks of the Company. You may not use any such mark without our prior written permission, and you may not use any mark in a manner likely to cause confusion, or that disparages or discredits the Company or any other party.
Nothing in these Terms grants you any ownership interest in the Company's intellectual property. The limited license granted under Section 4 does not constitute a transfer of ownership of any kind. Unauthorized reproduction, distribution, public display, public performance, or creation of derivative works from any Company content is strictly prohibited and may result in immediate termination of access without refund and pursuit of all available legal remedies.
You are granted a limited, revocable, non-exclusive right to create a hyperlink to our homepage, provided the link does not portray the Company or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and does not suggest any association, affiliation, sponsorship, or endorsement without our written consent. You may not frame or use framing techniques to enclose any Company mark or content, and you may not use any meta tags or hidden text incorporating our intellectual property.
Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following written information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest
A description of the copyrighted work that you claim has been infringed
A description of where the material you claim is infringing is located within the Services
Your address, telephone number, and email address
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
A statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf
Notices may be sent to:
Brookfield Media LLC™ Attn: Copyright Agent 504 Centennial Blvd, Suite 14 Voorhees, NJ 08043 | [email protected]
The Company will respond to valid notices in accordance with applicable law and has adopted a policy providing for termination, in appropriate circumstances, of users who are repeat infringers.
Section 10 — FTC Earnings and Results Disclaimer
IMPORTANT NOTICE REQUIRED BY THE FEDERAL TRADE COMMISSION:
The Company makes no guarantee, warranty, or representation of any specific income, revenue, business results, or outcomes from participation in any of our programs, courses, coaching services, or use of any tools or strategies taught by the Company. Any income figures, client success stories, testimonials, or case studies referenced in our marketing materials, website, or content represent results that are not typical and are not a guarantee of what you will achieve.
Your results will vary and depend on many factors, including but not limited to your prior experience, work ethic, market conditions, the effort and time you invest, your business model, your execution, and factors beyond anyone's control. Business involves risk. You assume all risk associated with any business decisions you make based on information provided through the Services. The Company shall not be held liable for any business losses, financial losses, or other damages resulting from your participation in our programs or your application of the content we provide.
Testimonials displayed are real. Individual results vary and are not a guarantee of your results.
The Services do not provide legal, tax, accounting, investment, securities, or financial advisory advice, and nothing in the Services should be relied upon as a substitute for advice from an appropriately licensed professional. If you have specific concerns or a situation requiring professional advice, you should consult a qualified attorney, accountant, tax professional, or licensed financial professional. Never disregard professional advice, or delay in seeking it, because of information offered or provided within or through the Services.
Section 11 — User Conduct and Prohibited Uses
You agree to use the Services only for lawful purposes and in a manner that does not infringe the rights of others or restrict or inhibit their use of the Services. You are prohibited from using the Services or any content available through the Services to:
Engage in any unlawful, fraudulent, or deceptive activity
Violate any applicable federal, state, local, or international law or regulation
Infringe upon or violate the intellectual property rights of the Company or any third party
Harass, abuse, threaten, defame, discriminate against, or intimidate any individual or group, including other participants, community members, contractors, or Company personnel
Upload or transmit viruses, malware, spyware, or any other malicious or destructive code
Collect, track, or harvest personal information of other users without their consent
Solicit, market to, or recruit other participants or community members for any product, service, or opportunity without the Company's prior written consent
Spam, phish, pretext, or engage in any unauthorized automated data collection, including scraping, crawling, or use of automated or artificial intelligence systems to extract content
Reproduce, resell, distribute, or sublicense any purchased content or access credentials
Represent yourself as a representative, coach, affiliate, or partner of the Company without written authorization
Interfere with or disrupt the integrity or performance of the Services or underlying infrastructure
Violation of any of the above may result in immediate termination of access to the Services without refund, and may subject you to civil or criminal liability.
Section 12 — User Submissions and Feedback
You may post reviews, comments, questions, photographs, and other content, and may submit suggestions, ideas, feedback, testimonials, or other information, so long as none of these materials are illegal, obscene, threatening, defamatory, invasive of privacy, infringing on intellectual property rights, or otherwise injurious or objectionable, and do not contain viruses, political campaigning, commercial solicitation, chain letters, or spam. You may not use a false email address, impersonate anyone, or otherwise mislead as to the origin of any content.
Please do not send us any material you do not intend to be subject to the license described in this Section. All such content, whether solicited or unsolicited, is collectively referred to as "User Submissions."
You hereby unconditionally grant to the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, display, perform, archive, and create derivative works from User Submissions, in whole or in part, in any medium now known or later developed, for any purpose including marketing and promotional use, with or without attribution and without compensation to you. You agree to this license whether or not your User Submission is used.
You represent and warrant that you own or control all rights to your User Submissions, that they are accurate, that they do not violate these Terms or the rights of any third party, and that they will not cause injury to anyone. You agree to indemnify the Company against all claims arising out of or relating to your User Submissions.
You agree that User Submissions are not subject to any expectation of trust, confidence, or confidentiality, and that no confidential or fiduciary relationship is created between you and the Company by their submission. To the extent any moral rights or similar rights apply to a User Submission and are not owned by the Company, you agree not to enforce or assign them.
The Company has the right, but not the obligation, to monitor, edit, or remove any User Submission or activity it determines, in its sole discretion, to be unlawful, harmful, or in violation of these Terms. The Company assumes no liability for any User Submission posted by you or anyone else.
Section 13 — Third-Party Links, Tools, and Services
The Services may contain links to, or integrations with, third-party websites, platforms, or services not owned or controlled by the Company, including links to or from affiliates and content partners. These are provided for convenience only. The Company does not endorse and is not responsible for examining or evaluating the content, accuracy, policies, security, or practices of any third party or third-party site. Your interactions with any third party are solely between you and that third party.
We may provide access to optional third-party tools and integrations, including payment processors, CRM platforms, email service providers, community platforms, and video hosting services, on an "as is" and "as available" basis, without any warranties or representations. Your use of such tools is at your own risk and subject to that third party's own terms.
We reserve the right to disable links to or from third-party sites, although we are under no obligation to do so.
Section 14 — Personal Information and Privacy
Your submission of personal information through any of the Services is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection and use of your personal information as described in the Privacy Policy.
We are committed to complying with applicable privacy laws and will not collect sensitive personal data, including health, genetic, religious, ethnic, or sexual orientation information, beyond what is strictly necessary for delivering the Services, and only with your explicit consent where required.
Section 15 — Accuracy of Information
While we make reasonable efforts to ensure that information provided through the Services is accurate and current, we make no warranties regarding the completeness, accuracy, reliability, or timeliness of any content. Material within the Services is provided for general educational and informational purposes only and should not be relied upon as the sole basis for any business, financial, legal, or professional decision. Any reliance you place on such information is strictly at your own risk.
We may update content from time to time, but content is not necessarily complete or up to date, and we are under no obligation to update it. The Company reserves the right to correct errors, update information, or modify content at any time without prior notice.
Section 16 — Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF YOUR OWN EQUIPMENT OR SOFTWARE.
WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE, OR THE RESULTS OF USE, OF ANY CONTENT, PRODUCT, OR SERVICE CONTAINED ON, OFFERED THROUGH, OR OTHERWISE RELATED TO THE SERVICES, INCLUDING ANY THIRD-PARTY SITE OR SERVICE LINKED FROM THE SERVICES. THE COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY PARTICULAR RESULT OR OUTCOME WILL BE ACHIEVED.
You acknowledge that you are voluntarily purchasing and participating in the Services and that you assume all risks associated with your business decisions.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If those laws apply to you, some or all of the foregoing disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.
Section 17 — Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BROOKFIELD MEDIA LLC™, ITS OWNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUBCONTRACTORS, COACHES, SERVICE PROVIDERS, OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING OUT OF OR RESULTING FROM: (A) YOUR USE OF, OR ANY INABILITY TO USE, THE SERVICES OR ANY CONTENT OR FUNCTION THEREOF; OR (B) ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR ANYONE ELSE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL LOSS, COST, DAMAGE, LIABILITY, OR EXPENSE, INCLUDING ATTORNEYS' FEES AND COSTS, THAT YOU MAY SUFFER OR INCUR UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, OR OTHERWISE, EXCEED THE LESSER OF: (A) THE AMOUNT PAID BY YOU, IF ANY, FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Because some jurisdictions do not allow certain limitations of liability, the above limitations may not apply to you in full. In such jurisdictions, our liability shall be limited to the maximum extent permitted by applicable law.
Section 18 — Indemnification
You hereby agree to indemnify, defend, and hold harmless Brookfield Media LLC™ and its owners, officers, directors, members, managers, employees, affiliates, agents, contractors, subcontractors, coaches, service providers, licensors, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including without limitation settlement costs and reasonable attorneys' fees, suffered or incurred by any Indemnified Party arising out of, in connection with, or related to: (a) your access to or use of the Services; (b) your breach or alleged breach of these Terms or any document incorporated herein by reference; (c) your violation of any applicable law or regulation; (d) your violation of any third-party right, including intellectual property rights; or (e) any User Submission or other content you submit, post, or transmit through the Services.
You shall use your best efforts to cooperate with the Company in the defense of any claim. The Company reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim subject to indemnification by you.
Section 19 — Dispute Resolution and Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO A JURY TRIAL.
Agreement to Arbitrate. You and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes"), shall be resolved by confidential, binding, individual arbitration rather than in court, except that either party may bring qualifying claims in small claims court.
Intellectual Property Exception. Notwithstanding the foregoing, where you have violated or threatened to violate the Company's intellectual property rights, the Company may seek injunctive or other equitable relief in any state or federal court located in New Jersey, and you consent to the exclusive jurisdiction and venue of such courts for that purpose.
Waiver of Class Actions. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND NOT AS A PRIVATE ATTORNEY GENERAL. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined or consolidated with an arbitration involving any other party. The arbitrator may not preside over any form of representative or class proceeding.
Waiver of Jury Trial. YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE SUBJECT TO ARBITRATION UNDER THIS SECTION.
Arbitration Process. Arbitration shall be administered under the Consumer Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall take place in Mercer County, New Jersey, or, at the Company's discretion, by video conference. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Pre-Arbitration Dispute Resolution. Before initiating arbitration, you agree to contact us at [email protected] with a written description of the Dispute, the relief sought, and your contact information, and to attempt to resolve the Dispute informally. If the Dispute is not resolved within 30 days of your notice, either party may initiate arbitration.
Opt-Out. You may opt out of this arbitration agreement by sending written notice to [email protected] within 30 days of first accepting these Terms. Your notice must include your full name, email address, and a clear statement that you wish to opt out of binding arbitration. Opting out of arbitration does not opt you out of the class action waiver or the jury trial waiver, which apply regardless.
LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW.
Section 20 — Force Majeure
The Company shall not be liable for any failure or delay in performance of its obligations under these Terms where such failure or delay results, directly or indirectly, from any cause beyond the Company's reasonable control, including but not limited to acts of God; natural disasters; pandemic or public health emergencies; government action, regulation, or orders of domestic or foreign courts or tribunals; infrastructure, equipment, or technical failures; internet or platform outages; cyber attacks; electrical power failures; war; civil unrest; strikes or labor disputes; or non-performance of third parties (each, a "Force Majeure Event").
In the event of a Force Majeure Event, the Company will make reasonable efforts to notify affected clients and to resume normal operations as soon as practicable. Where a Force Majeure Event materially prevents delivery of a purchased Service for more than 60 consecutive days, the Company will work in good faith with affected clients to reschedule, substitute, or otherwise accommodate the disruption.
Section 21 — Right to Refuse Service and Terminate Engagements
The Company reserves the absolute right, at its sole and exclusive discretion, to decline to enter into, continue, or complete any professional relationship, engagement, or transaction with any individual or entity, at any time, for any reason or no reason, including but not limited to:
Conduct that is abusive, threatening, disrespectful, or hostile toward the Company, its team members, contractors, coaches, affiliates, or other clients
Failure to cooperate, communicate, or provide materials necessary for the Company to perform its obligations
Material misrepresentation of the client's business, goals, experience, revenue, or circumstances prior to or during the engagement, including in any application or intake form
Repeated scope changes, unreasonable demands, or conduct inconsistent with a productive professional relationship
Breach or suspected breach of any provision of these Terms
Any other conduct the Company, in its sole judgment, determines is incompatible with delivering its Services effectively or maintaining the integrity of its brand and community
This right applies at every stage of the client relationship: before an inquiry is accepted, after an inquiry is received but before payment is made, and at any point during an active engagement.
Right to Retain Fees Upon Termination for Cause. In the event the Company terminates an engagement pursuant to this Section, the Company shall have no obligation to refund any fees paid by the client, in whole or in part, unless the termination occurs before any work, access, or Services have been delivered. Where partial Services have been rendered, the Company shall retain fees proportional to the work completed, as determined in the Company's reasonable judgment. No refund shall be issued where termination results from the client's breach of these Terms, abusive conduct, or non-cooperation. Where the client is enrolled in a payment plan, the client remains responsible for all remaining installments.
Pre-Engagement Right to Decline. The Company is under no obligation to accept any inquiry, application, or purchase request. Submission of an inquiry form, application, or expression of interest does not create any contractual obligation on the part of the Company. The Company may decline any prospective engagement without explanation and without liability.
This Section supplements and does not limit the termination rights set forth in Section 22 or the refund terms set forth in Section 6.
Section 22 — Termination
These Terms are effective unless and until terminated by either you or the Company. You may terminate your use of the Services at any time by notifying us at [email protected] that you no longer wish to use our Services, or by ceasing to access and use them.
The Company may terminate or suspend your access to the Services at any time, with or without cause, with or without notice, including where you have breached these Terms. Upon termination, all rights and licenses granted to you under these Terms immediately cease, and you must cease any access to or use of the Services and destroy all materials obtained from the Services and all copies thereof.
Provisions of these Terms that by their nature should survive termination, including but not limited to intellectual property, the license granted in Section 12, disclaimer of warranties, limitation of liability, indemnification, and dispute resolution, shall survive termination.
Any fees paid prior to termination are non-refundable except as expressly provided in Section 6 and Section 21. You remain liable for all amounts due, including all remaining payment plan installments, up to and including the date of termination.
Section 23 — Governing Law and Jurisdiction
These Terms, your rights and obligations, our rights and obligations, and all actions contemplated by these Terms shall be governed by and construed in accordance with the laws of the United States of America and the State of New Jersey, without regard to any conflict of law provision, and as if these Terms were a contract wholly entered into and wholly performed within the State of New Jersey. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
To the extent that any matter is not subject to arbitration under Section 19, the parties consent to the exclusive jurisdiction of the state and federal courts located in Mercer County, New Jersey, and waive any objection to the exercise of personal jurisdiction or venue by such courts.
Section 24 — Severability
If any provision of these Terms is found to be invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be eliminated or limited to the minimum extent necessary, and shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original. The remaining provisions of these Terms shall continue in full force and effect.
Section 25 — Waiver
The failure of the Company to exercise or enforce any right or provision of these Terms, or to respond to a breach by you or others, shall not constitute a waiver of that right or provision or of the right to enforce any other provision as to that breach or any other. A waiver by the Company of any default shall not constitute a waiver of any subsequent default. No waiver of any right under these Terms shall be effective unless made in writing and signed by a duly authorized representative of the Company.
Section 26 — Entire Agreement and Miscellaneous
These Terms, together with the Privacy Policy and any additional terms or agreements incorporated herein by reference or agreed to in writing between the parties, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, agreements, and understandings, whether written or oral.
These Terms shall not be construed against the drafting party. Any ambiguity shall be resolved in a fair and reasonable manner giving effect to the intent of the parties.
No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or your use of the Services.
Nothing in these Terms limits the Company's right to comply with governmental, court, or law enforcement requests or requirements relating to your use of the Services.
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or arbitral proceedings based upon or relating to these Terms to the same extent, and subject to the same conditions, as other business documents and records originally generated and maintained in printed form.
You may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent. The Company may assign these Terms without restriction.
Section 27 — Changes to These Terms
The Company reserves the right to change, modify, add to, or delete portions of these Terms at any time in its sole discretion. Changes are effective immediately when posted, and the most current version will always be available within the Services. The effective date at the top of this document indicates when the most recent revision was made.
Your continued use of the Services following the posting of revised Terms constitutes your assent to and acceptance of the revised Terms. It is your responsibility to review these Terms periodically. If any change is material, we will make reasonable efforts to notify you by email or by a prominent notice within the Services.
Section 28 — Electronic Communications
When you use the Services or send email to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We may communicate with you by email, by text message where you have opted in, or by posting notices within the Services.
You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that your electronic acceptance of these Terms, including by checking a box, clicking a button, submitting a form, or completing a purchase, constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act and any comparable state law.
Section 29 — Text Message Communications
By providing your mobile phone number and opting in, you consent to receive calls and text messages from Brookfield Media LLC™, including messages sent using automated technology, at that number. Consent is not a condition of any purchase. Message frequency varies. Message and data rates may apply.
You may opt out at any time by replying STOP to any message, after which you will receive a single confirmation message and no further messages. Reply HELP for assistance, or contact us at [email protected].
Carriers are not liable for delayed or undelivered messages. If you change or deactivate your mobile number, you agree to notify us promptly so that messages intended for you are not sent to a subsequent holder of that number.
Section 30 — Contact Information
Questions, notices, or concerns regarding these Terms of Service may be directed to:
Brookfield Media LLC™
504 Centennial Blvd, Suite 14
Voorhees, NJ 08043
Email: [email protected]
Website: www.ralphervin.com
