PLATFORM USER AND SUBSCRIPTION AGREEMENT

IMPORTANT – READ CAREFULLY: THIS PLATFORM USER AND SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “USER”) AND COLLABORATIVE LEDGER LLC (“CLL” OR “COMPANY”) WITH RESPECT TO YOUR ACCESS TO AND USE OF CLL’s LAUBIN Conversations platform, OR SUCH OTHER NAME AS CLL MAY DESIGNATE IN ITS SOLE DISCRETION, (the “Platform”). BY SUBSCRIBING FOR ACCESS AND USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

This Agreement governs your access to and use of CLL’s LAUBIN Conversations platform, or such other name as CLL may designate in its sole discretion, (the “Platform”) that will enable you to connect and engage in brainstorming sessions with experienced professionals with expertise in finance, accounting, compliance, human resources, and other business-related matters (each, a “Thought Partner”).

By subscribing as a user on the Platform, you:

acknowledge that you have read, understood, and agree to the terms and conditions in this Agreement;
represent that you understand this constitutes a binding agreement, you are at least 18 years old, and that you have the legal right and authority to enter into a binding contract with CLL;
represent that you understand that Thought Partners will NOT provide professional advice, that discussions with Thought Partners are brainstorming in nature only, and that you assume all risk for actions taken or decisions made by you based on conversations with Thought Partners; and
agree to comply with CLL’s Confidentiality Terms (the “Confidentiality Terms”), Platform Guidelines (the “Platform Guidelines”), and Privacy Policy (the “Privacy Policy”).

PLATFORM USER AND SUBSCRIPTION AGREEMENT

1. SUBSCRIPTION TO THE PLATFORM

1.1 Subscription and Platform Overview

The Platform is a subscription-based platform that facilitates brainstorming discussions between subscribers and experienced Thought Partners regarding business topics, including finance, accounting, compliance, human resources, and other business matters. CLL may offer, from time to time, additional services through or in connection with the Platform, including services provided off-platform (collectively, together with access to the Platform, the “Services”). This Agreement governs User’s access to and use of the Platform and participation in any Services.

By registering for a subscription to access the Platform and scheduling appointments with Thought Partners on the Platform, you agree to comply with and be subject to all of the terms, conditions and limitations set forth in this Agreement, including CLL’s Confidentiality Terms, Platform Guidelines, and Privacy Policy, all of which are hereby incorporated into this Agreement by reference.

1.2 Nature of Discussions

The Platform will provide you with the ability to schedule appointments to meet with Thought Partners for the purpose of confidential, brainstorming sessions addressing business challenges that you desire to explore and address.

1.3 NOT Professional Services

YOU EXPLICITLY ACKNOWLEDGE AND AGREE THAT:

Neither CLL nor Thought Partners on the Platform will provide professional advice (including legal, financial, accounting, tax, HR, or any other licensed professional services);
Conversations, whether written or oral, with Thought Partners communicating via the Platform (“Platform Conversations”) must be brainstorming and thought-partnership in nature only;
You do not expect to receive, and will not demand or request, recommendations, directions, instructions, or professional advice of any kind via Platform Conversations;
All decisions and actions taken by you based on Platform Conversations are solely your responsibility;
CLL and Thought Partners are NOT liable for outcomes, consequences, or actions taken by you based on Platform Conversations; and
In the event that you and any Thought Partners communicate or develop any kind of relationship – whether personal or professional – outside of the Platform, CLL will have no responsibility or obligations of any kind.

2. SUBSCRIPTION TERMS

2.1 Subscription and Appointment Fees

You agree to pay the monthly subscription and/or appointment fee associated with the level of access to the Platform that you select at the time of registering on the Platform.

2.2 Platform Conversation Time Parameters

You understand and agree that, if you select a subscription level with a limited or unlimited number of Platform Conversations per month, it is solely your responsibility to schedule such number of Platform Conversations with available Thought Partners as permitted under your subscription. You further understand and agree that each Platform Conversation will be composed of a single brainstorming conversation, on one or more business-related topics that you desire to discuss, with one available Thought Partner whom you select at the time you schedule your appointment. Each Platform Conversation may continue for up to 60 minutes or such shorter time as stated in writing when you schedule your appointment.

Neither CLL nor any Thought Partner shall have any obligation of any kind in the event that you end a Platform Conversation early, do not schedule as many Platform Conversations as you are entitled to under the terms of your Platform subscription, or cancel appointments with Thought Partners.

2.3 Payment Terms

Payment is due in full, in advance, for each month that you maintain your subscription on the Platform and, if applicable, at the time of scheduling a Platform Conversation.
You may pay via credit card or ACH as instructed on the Platform.
All payments are non-refundable except as provided in Section 2.5 below.
CLL will provide you with a confirmation of payment by email at the address you provide during your registration on the Platform.
Your payment of fees may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates).
CLL may store and continue billing your payment method (e.g., credit card), even after it has expired, to avoid interruptions in your Platform subscription and to use it to pay for additional Platform Conversations you may schedule. If your primary payment method fails, CLL may automatically charge a secondary payment method, if you have provided one. You may update or change your payment method.
If you purchase a subscription, your payment method will automatically be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, you must cancel before the renewal date in accordance with the cancellation instructions on the Platform.

2.4 Taxes

All fees payable to CLL are exclusive of applicable sales, use, VAT, GST, or other taxes. You are responsible for paying any applicable taxes or other amounts due to any governmental entity related to your Platform subscription or payment for Platform Conversations.

2.5 Refund Policy

CLL will provide a refund or credit if you cancel a Platform Conversation only if you cancel in accordance with the instructions provided in the Platform at least 24 hours prior to a scheduled Platform Conversation.
You will not be entitled to any refund or credit for cancellations you request within 24 hours of the start time of a scheduled Platform Conversation.
You will not be entitled to any refund or credit if you fail to attend a Platform Conversation for any reason or if you end a Platform Conversation early.
You will not be entitled to any refund or credit in the event that specific Thought Partners are not available to schedule Platform Conversations or if you are not satisfied with any Platform Conversation for any reason.
CLL may elect, in its discretion, to provide you with a refund or credit for future Platform Conversations in the circumstances described in this Section 2.5. CLL will process refunds, if applicable, within 14 business days.

2.6 Fee Changes

CLL reserves the right to adjust fees with 30 days’ prior written notice. Any fee changes will apply to future Platform Conversations that have not yet been scheduled at the time of notice of such fee change.

3. USER REGISTRATION AND ACCOUNT

3.1 Account Creation

You must create an account to access the Platform and schedule Platform Conversations. You agree to:

Provide accurate, complete, and current information at the time you register on the Platform;
Update your contact and other relevant information in the event of any change while you hold a subscription to the Platform;
Keep confidential, and not share with any other person, your login credentials and password to access the Platform;
Be solely responsible for all activity on the Platform under your account, and not permit any other person to schedule or engage in a Platform Conversation (whether or not on your behalf); and
Notify CLL immediately of any unauthorized access to your Platform account.

You acknowledge and agree that, as between you and others (including your employer), your account on the Platform belongs to you. However, if subscription or other fees payable in connection with your account are made by another party for you to access the Platform in connection with your work for them, the party paying such fees has the right to control access to and get reports on your use of the Platform; however, they do not have rights to your personal information provided on the Platform or the contents of any Platform Conversations.

3.2 Account Eligibility

You represent that:

You are at least 18 years of age;
You have full authority to enter into this Agreement;
You are not prohibited by law or for any other reason (including any policy of your employer) from using the Platform or engaging in Platform Conversations; and
You are acting, and in the course of Platform Conversations will be acting, in your individual or authorized business capacity.

3.3 Account Suspension

CLL may suspend or terminate your account for any reason or no reason, in CLL’s sole and absolute discretion, including for any breach or violation by you of any terms or conditions set forth in this Agreement (including the Confidentiality Terms, Platform Guidelines); harassment or inappropriate conduct toward Thought Partners; non-payment of fees; unauthorized use of the Platform, fraud, or other conduct by you on or outside of the Platform that CLL may deem, in its discretion, to be inconsistent with standards of conduct appropriate for users of the Platform.

In the event that CLL suspends or terminates your account, CLL will not charge you for any additional subscription fees or other fees for Platform Conversations that have not yet occurred as of the effective time of suspension or termination. Any fees paid prior to the effective time of suspension or termination shall be nonrefundable. In the event your account is unsuspended or reinstated, subscription and other fees will automatically resume unless and until you terminate your account as permitted in the Platform.

4. LIABILITY WAIVER AND DISCLAIMER

4.1 Critical Waiver – READ CAREFULLY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, you, for yourself and on behalf of your successors and assigns, hereby WAIVE AND FOREVER RELEASE each of CLL and its members, managers, officers, directors, employees, representatives and agents, and each Thought Partner, from any and all liability, claims, demands, actions, causes of action, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

Any outcomes, consequences, or results from conversations with Thought Partners;
Any business losses, financial losses, or adverse consequences you may experience, whether or not related to any Platform Conversation;
Actions taken by you following any Platform Conversation;
Any interpretation by you of any statements made by a Thought Partner as professional advice, it being understood that Thought Partners provide brainstorming and thought partnership only, and not professional, fiduciary, medical, legal, accounting, investment, or other licensed advice;
Any third-party claims arising from your actions or decisions, whether or not related to any Platform Conversation;
The performance, quality, or accuracy of brainstorming perspectives offered by any Thought Partner; and
Any economic value or benefit derived, or not derived, from any Platform Conversation.

NEITHER CLL NOR ANY THOUGHT PARTNER SHALL HAVE ANY LIABILITY OF ANY KIND WITH RESPECT TO ANY OF THE FOREGOING, AND YOU ASSUME ALL RISKS THEREOF.

In the event that you and a Thought Partner enter into a formal, professional engagement agreement outside of the Platform, the terms of your relationship with that Thought Partner will be governed exclusively by the terms of any such engagement agreement. CLL will have no rights or obligations of any kind in connection with any such engagement.

4.2 No Professional Liability

You acknowledge and agree that:

You will not seek or expect to receive professional advice or other professional services from Thought Partners during Platform Conversations; any professional advice or services must be sought pursuant to a separate agreement entered into directly between you and a Thought Partner;
Thought Partners are not required to be licensed professionals in any field;
NO professional relationship is created between you and any Thought Partner by virtue of your subscription to the Platform or engagement in any Platform Conversation, and neither CLL nor any Thought Partner owes any professional duty of any kind to you;
You may not rely on Thought Partner input or Platform Conversations as professional advice; and
CLL does not guarantee the availability of any particular Thought Partners or Thought Partners with particular experience or education, and Thought Partners available for Platform Conversations may change at any time.

4.3 Professional Advice Disclaimer

IF YOU REQUIRE OR SEEK PROFESSIONAL ADVICE (including legal, financial, accounting, tax, HR, or other licensed services), YOU MUST CONSULT WITH APPROPRIATE LICENSED PROFESSIONALS OUTSIDE OF THE PLATFORM. Neither CLL nor Thought Partners shall have any obligation to make referrals or provide introductions to any such professionals, nor shall they have any obligation or liability in the event that you seek or obtain any such professional advice.

4.4 Sole Remedy

Your sole remedy for dissatisfaction with the quality, availability, or content of the Platform or Platform Conversations—including dissatisfaction with any Thought Partner or the results of any brainstorming session—is cancellation of your account and refund of future subscription fees in accordance with Section 11.2. Nothing in this Section limits any claims you may have under Section 9 (Indemnification) or any rights you may have under applicable law that cannot be waived by contract.

4.5 AS-IS Service; No Warranty

CLL disclaims all liability for the quality, safety, or reliability of services provided on the Platform.

CLL AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM OR THOUGHT PARTNERS, INCLUDING ANY REPRESENTATION THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT PLATFORM CONVERSATIONS WILL BE USEFUL, AND PROVIDE ACCESS TO THE PLATFORM (INCLUDING PLATFORM CONTENT, AND ACCESS TO THOUGHT PARTNERS AND PLATFORM CONVERSATIONS) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CLL AND ITS AFFILIATES DISCLAIM ANY AND ALL IMPLIED, EXPRESS, OR STATUTORY WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY, NON-INFRINGEMENT, RESULTS OF USE OR ENGAGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

4.6 Platform Availability; No Storage Obligation

CLL may change, suspend, or discontinue the Platform, or any features or functionality thereof, at any time with or without prior notice. CLL does not promise that the Platform will be available at any particular time or that any particular Thought Partners will be available. The availability of Thought Partners and Platform features may change at any time in CLL’s sole discretion. CLL is not a storage service. You agree that CLL has no obligation to store, maintain, or provide you a copy of any content or other information that you or others provide on or through the Platform, except to the extent required by applicable law. Your sole remedy for any interruption, suspension, or discontinuation of the Platform is termination of your subscription in accordance with Section 11.

5. CONFIDENTIALITY

5.1 Confidential Discussions

You acknowledge that all Thought Partner information (including Thought Partner identity, pre-existing frameworks and materials, and other non-public personal and professional information), conversation content, business issues discussed, and any personal or company data shared during Platform interactions are strictly CONFIDENTIAL. You agree to at all times comply with the Confidentiality Terms, which are incorporated herein by reference. The Platform is designed to provide a safe space for open, candid dialogue, and its effectiveness depends on all Users and Thought Partners respecting the confidentiality of Platform interactions.

5.2 CLL’s Confidentiality Obligations

CLL’s confidentiality obligations are set forth in the Confidentiality Terms.

5.3 Permitted Disclosures by CLL

As further set forth in the Confidentiality Terms, CLL may disclose User information: to Thought Partners as necessary to facilitate conversations; to service providers (cloud hosting, payment processors) under confidentiality obligations; if required by law, court order, or regulatory authority; to enforce this Agreement or protect CLL’s legal rights; and in anonymized, aggregated form for research or platform improvement.

5.4 No Thought Partner Liability for Breaches

While CLL maintains confidentiality procedures, Thought Partners are NOT liable for inadvertent breaches or unauthorized disclosures, provided they have complied with the Confidentiality Terms.

5.5 HIPAA and Regulated Information

The Platform is NOT a HIPAA-covered service. You should NOT discuss protected health information on the Platform. If you disclose any regulated information (health, financial, legal), you do so at your own risk.

6. ACCEPTABLE USE POLICY

6.1 User Conduct

You agree NOT to engage in any of the following conduct:

Harass, threaten, or abuse Thought Partners;
Disclose the identity of Thought Partners to others (except to professional advisors who are themselves bound by confidentiality);
Record any Platform session without the express written consent of both the User and the Thought Partner;
Use the Platform for any illegal, fraudulent, or unauthorized purpose;
Attempt to access other User accounts or Platform systems without authorization;
Disrupt Platform operation or service availability;
Engage in defamatory, obscene, or offensive conduct; or
Violate any applicable law or regulation.

6.2 Breach Consequences

Breach of this Section 6 may result in:

Account suspension or termination;
Forfeiture of fees paid, with no refunds;
Legal action to enforce your obligations under this Agreement; and
Criminal referral to appropriate authorities if the conduct violates applicable law.

6.3 Platform Guidelines

You acknowledge receipt and understanding of the detailed Platform Guidelines and Code of Conduct, which are available at and incorporated herein by reference.

7. INTELLECTUAL PROPERTY

7.1 Platform Ownership

You agree that CLL exclusively owns all right, title, and interest in and to the Platform, including its design, functionality, source code, algorithms, systems, and underlying technology, as well as CLL’s branding, marketing materials, Thought Partner profiles and bios, and all other Platform content as compiled, organized, and arranged by CLL. CLL will retain all right, title, and interest in and to (including the right to use in any way) all designs, plans, specifications, tools, know-how, methodologies, processes, background technologies, concepts, and ideas used or developed by CLL or its contractors, agents, or representatives in operating and maintaining the Platform.

You acknowledge that no rights in the Platform or its technology are granted to you by reason of this Agreement, except for the limited right to access and use the Platform as a subscriber during the term of this Agreement and subject to its terms. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of any software used in the Platform, nor may you use any elements of the Platform to develop or create any product based upon or intended to compete with the Platform. You shall not use any Platform content, data, or technology to develop, enhance, or operate any service that competes with the Platform.

7.2 Conversation Content

License Grant to CLL. Subject to the Confidentiality Terms, you hereby grant to CLL a perpetual, non-exclusive, irrevocable, worldwide, royalty-free, sublicensable license to retain, use, distribute, display, transmit, analyze, modify, and create derivative works of all content you contribute to conversations on the Platform, including the right to use anonymized and aggregated conversation data for Platform improvement, research, analytics, and the development of new products and services. CLL shall own all conversation content as compiled, organized, and arranged on the Platform (i.e., the compilation and arrangement thereof); you retain ownership of your individual contributions subject to the license granted herein.
Your Permitted Use. You may use conversation content for your own internal business purposes — meaning your own internal decision-making, strategic planning, and operational use — but excluding resale, redistribution, or publication. You may not publish, distribute, or commercialize conversation content, including content contributed by Thought Partners, without CLL’s prior written consent, which consent CLL may withhold in its sole discretion. To the extent that you and a Thought Partner directly enter into a separate, formal engagement agreement for services unrelated to CLL and the Platform, such separate engagement agreement shall govern the parties’ respective intellectual property rights in connection with that separate engagement.
Pre-Existing Materials. You retain all intellectual property rights in any materials, information, or content that you own or have the right to use prior to or independent of your use of the Platform. To the extent you share or incorporate any such pre-existing materials in Platform conversations, you hereby grant to CLL a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, sublicensable license to use, reproduce, display, and analyze such materials solely in connection with the operation, improvement, and research of the Platform.

7.3 Feedback

Any feedback, suggestions, ideas, enhancement requests, or recommendations you provide to CLL regarding the Platform or its operation (“Feedback”) shall become the sole and exclusive property of CLL upon submission. CLL shall have no obligation to compensate you for, or provide attribution with respect to, any Feedback, and, subject to the Confidentiality Terms, CLL shall be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in any manner, without restriction or obligation of any kind.

7.4 Non-Infringement

You represent and warrant that all materials and content you share or contribute on or through the Platform do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights, or other rights of any third party.

7.5 Post-Termination IP Rights

All licenses granted by you to CLL under this Section 7, and all ownership rights vested in CLL with respect to conversation content, shall survive the termination or expiration of this Agreement in perpetuity.

8. PRIVACY AND DATA PROTECTION

8.1 Privacy Policy

Users’ use of the platform is subject to CLL’s Privacy Policy, incorporated by reference.

8.2 Data Collection

CLL collects and uses User data for: Platform operation and account management; payment processing; facilitating conversations with Thought Partners; Platform improvement and research; and legal compliance.

8.3 Data Security

CLL implements reasonable security measures to protect User data, including encrypted data transmission, secure data storage, limited employee access, and regular security updates.

8.4 Third-Party Service Providers

CLL may share User data with service providers (payment processors, cloud hosts, analytics providers) under confidentiality obligations.

8.5 Data Retention

CLL retains conversation records and User data according to CLL’s data retention policy and applicable legal requirements.

8.6 User Responsibilities

You are responsible for: maintaining the confidentiality of login credentials; reporting unauthorized account access immediately; and complying with Platform security practices.

9. INDEMNIFICATION

9.1 User Indemnification

You agree to indemnify, defend, and hold harmless CLL and its members, managers, officers, directors, employees, representatives, and agents, and each Thought Partner and their respective agents and representatives (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, costs, expenses (including reasonable attorneys’ fees), fines, or other monetary or non-monetary penalties (collectively, “Losses”) arising from or related to:

Your breach of any of your representations, warranties, or covenants set forth in this Agreement or the Confidentiality Terms;
Any actions taken or decisions made by you based on, or purportedly based on, conversations conducted on the Platform;
Your misuse of the Platform, including use in violation of the Platform Guidelines or applicable law;
Any third-party claims arising out of or relating to your use of the Platform; or
Any infringement or misappropriation of any third-party intellectual property rights arising from your materials, content, or data contributed on or through the Platform.

Notwithstanding the foregoing, you will have no indemnification obligation to the extent that Losses are determined to be a direct result of CLL’s breach of this Agreement, gross negligence, or intentional misconduct.

9.2 CLL Indemnification

CLL agrees to indemnify, defend, and hold you harmless from and against any and all Losses arising from or related to:

CLL’s material breach of the confidentiality provisions of this Agreement or the Confidentiality Terms;
CLL’s unauthorized disclosure of your personal information in violation of this Agreement; or
Third-party claims arising from CLL’s operation or technology of the Platform, including claims related to Platform security failures or data breaches attributable to CLL’s systems, or intellectual property infringement by the Platform of which CLL had actual knowledge or notice; but in each case excluding Losses to the extent caused by your conduct, content, or actions.

Notwithstanding the foregoing, CLL will have no indemnification obligation to the extent that Losses are determined to be a result of your breach of this Agreement, gross negligence, or intentional misconduct. CLL’s aggregate indemnification obligations under this Section 9.2 shall not exceed the total subscription fees paid by you to CLL in the twelve (12) months preceding the event giving rise to the claim.

9.3 Procedure

To make a claim for indemnification, the indemnified party must promptly notify the indemnifying party in writing of any claim, reasonably cooperate in the defense, and provide the indemnifying party full authority to defend or settle the claim or suit; provided, however, that the indemnifying party may not settle any claim or suit against an indemnified party without the written consent of the indemnified party (which will not be unreasonably withheld or delayed) and that the failure to furnish notice of any claim or suit will not limit the indemnifying party’s indemnity obligations under this Agreement except to the extent such failure materially prejudices the indemnifying party’s ability to defend the claim or suit.

9.4 Third-Party Beneficiary Cross-Indemnification

Thought Partner Indemnification by User. Each Thought Partner is designated as an intended third-party beneficiary of User’s indemnification obligations under Section 9.1 for purposes of the third-party beneficiary framework established in the Confidentiality Terms. As provided in Section 14.11(c), Thought Partner rights arising from User’s non-confidentiality obligations under this Agreement—including this Section 9.1—run through CLL as the contracting party, and CLL shall be entitled to assert such rights on behalf of Thought Partners. User shall have no indemnification obligation under this provision to the extent that Losses result from the gross negligence, willful misconduct, or breach of the Confidentiality Terms by the Thought Partner seeking indemnification.
Limitations. The cross-indemnification obligations described in this Section 9.4 are enforceable solely through the third-party beneficiary framework established in the Confidentiality Terms. Nothing in this Section 9.4 creates a direct contractual relationship between User and any Thought Partner; all enforcement rights run through, and are subject to, the Confidentiality Terms as accepted by each User and Thought Partner individually.

10. LIMITATION OF LIABILITY

10.1 Limitation of Damage

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR GROSS NEGLIGENCE, CLL AND THOUGHT PARTNERS SHALL NOT BE LIABLE TO USER FOR: indirect, incidental, special, consequential, or punitive damages; lost profits, lost revenue, lost data, or loss of business; any damages, even if advised of the possibility of such damages; or any outcome, consequence, or result of conversations or actions taken therefrom.

10.2 Liability Cap

EXCEPT FOR LOSSES DUE TO CLL’S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT, CLL’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Conditions. The liability protections set forth in Sections 4, 9, and this Section 10 shall apply to and inure to your benefit only if and so long as you:

have complied in all material respects with this Agreement, the Confidentiality Terms, and the Platform Guidelines;
Have not sought or demanded professional advice from any Thought Partner in violation of Section 1.3;
Have not engaged in harassment or prohibited conduct in violation of the Platform Guidelines; and
Have not acted with gross negligence or willful misconduct.

11. TERM AND TERMINATION

11.1 Effective Date

This Agreement becomes effective on the date you accept it and continues thereafter until terminated as set forth below.

11.2 Termination by User

You may terminate this Agreement at any time by notifying CLL in writing. Termination is effective immediately and applies only to future sessions. No refunds are provided for already-booked sessions (except as provided in Section 2.5).

11.3 Termination by CLL

CLL may terminate this Agreement for: breach of this Agreement; non-payment of fees; harassment or inappropriate conduct; violations of Platform guidelines; or any reason upon 30 days’ written notice. In the event of a CLL-initiated termination for convenience (i.e., for reasons other than your breach, non-payment, or violation of this Agreement), CLL will provide:

A prorated refund of any prepaid subscription fees allocable to the period following the effective date of termination; and
A credit or refund for any Platform Conversations scheduled to occur after the effective date of termination that cannot be completed due to such termination.

For terminations due to your breach, non-payment, or violation of this Agreement, no refunds shall be owed.

11.4 Effect of Termination

Upon termination: your account access ceases; you remain liable for all outstanding fees; confidentiality obligations survive in accordance with the Confidentiality Terms; all other provisions survive as appropriate; and the terms of this Agreement set forth in Sections 4, 5, 7, 9, 10, 13, and 14 shall survive termination of this Agreement and remain in full force and effect.

12. REPRESENTATIONS AND WARRANTIES

12.1 Authority

You represent and warrant that:

You have full authority to enter into and perform your obligations under this Agreement and are not subject to any conflicting obligations or agreements;
This Agreement constitutes a legal, valid, and binding obligation, enforceable against you in accordance with its terms;
Your execution, delivery, and performance of this Agreement will not, to your knowledge, violate any statute, regulation, or other restriction applicable to you;
You have secured all requisite authorizations and approvals necessary for the execution and performance of this Agreement; and
Your performance under this Agreement will at all times be in compliance with all applicable laws and regulations.

12.2 No Professional Relationship

You represent that you understand no professional relationship or duty is created, that Thought Partners are NOT providing professional services, and that you are NOT relying on Thought Partners as professional advisors.

12.3 Accuracy of Information

You represent and warrant that all information provided during registration on the Platform is true, accurate, and complete in all material respects, and you agree to promptly update such information in the event of any change. You further represent and warrant that you are not using the Platform in violation of any applicable law, regulation, or the terms of any agreement to which you are a party, including any confidentiality, non-disclosure, or non-compete agreement with any employer or third party.

13. DISPUTE RESOLUTION

13.1 Informal Resolution

You and CLL agree to attempt to resolve disputes informally through good-faith negotiation before pursuing legal action. The party seeking to invoke this provision shall provide written notice to the other party describing the nature of the dispute, and the parties shall negotiate in good faith for a period of no less than thirty (30) days following such notice before either party may commence arbitration proceedings under Section 13.4.

13.2 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.

13.3 Jurisdiction

The parties consent to the jurisdiction of the courts identified below for any civil action or proceeding arising under or relating to this Agreement; provided, however, that such consent shall not constitute a waiver of the obligation to arbitrate disputes pursuant to Section 13.4. Notwithstanding the foregoing, the parties’ submission to court jurisdiction is limited to the following proceedings:

Actions to compel, stay, or otherwise enforce arbitration pursuant to this Agreement;
Actions to confirm, correct, modify, or vacate an arbitration award rendered pursuant to Section 13.4; and
Applications for temporary restraining orders or preliminary injunctive relief pending the constitution of the arbitral tribunal or its assumption of jurisdiction over the dispute (which shall not be deemed a waiver of the obligation to arbitrate).

The parties consent to the exclusive jurisdiction of the state and federal courts sitting in New Castle County, Delaware for all such limited court proceedings. Each party hereby (i) submits to the exclusive jurisdiction of such courts for the purposes described in this Section 13.3, (ii) waives any claim of inconvenient forum or other challenge to venue in such courts for such purposes, and (iii) agrees not to bring any proceeding described in this Section 13.3 in any other court. Nothing in this Section 13.3 shall be construed to allow either party to litigate the merits of any dispute that is subject to arbitration under Section 13.4 in any court of law.

13.4 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, that cannot be resolved through the informal negotiation process described in Section 13.1, shall be submitted to and finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree within fifteen (15) days, appointed by the AAA. The seat of arbitration shall be Orange County, California. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including injunctive relief and specific performance. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The administrative fees and expenses of the AAA and the fees of the arbitrator shall be shared equally by the parties as an initial matter; provided, however, that the arbitrator shall have full authority to reallocate such fees and to award reasonable attorneys’ fees, costs, and expenses to the prevailing party in accordance with Section 13.6.

13.5 Class Action Waiver

You waive the right to participate in any class action, class arbitration, or representative action against CLL. All disputes must be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. This waiver applies regardless of whether the dispute is resolved through arbitration or in court.

13.6 Attorneys’ Fees

The prevailing party in any arbitration proceeding under Section 13.4, or in any court proceeding permitted under Section 13.3, shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses (including costs of arbitration and expert fees) from the non-prevailing party. In any arbitration, the arbitrator shall determine which party, if any, is the prevailing party and shall include an award of attorneys’ fees and costs as part of the arbitration award. This Section 13.6 supersedes any default cost-allocation rule under the AAA Commercial Arbitration Rules with respect to the award of attorneys’ fees.

13.7 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement, together with the Privacy Policy, Platform Guidelines, and Confidentiality Terms, constitutes the entire agreement and supersedes all prior negotiations and understandings. You acknowledge that, to the extent of any conflict between the Confidentiality Terms and this Agreement, the Confidentiality Terms shall control with respect to confidentiality matters, consistent with the conflict provision set forth in the Introduction to the Confidentiality Terms.

14.2 Amendments

CLL reserves the right to modify this Agreement at any time by posting the modified version on the Platform and, for material changes, by providing you at least thirty (30) days’ prior written notice via email to the address associated with your account. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Agreement. If you do not agree to a modification, your sole remedy is to terminate your account in accordance with Section 11 prior to the effective date of such modification. CLL may make non-material changes (such as typographical corrections or clarifications that do not affect your rights or obligations) at any time without prior notice.

14.3 Severability

If any provision is found unenforceable, the remaining provisions continue in full force and effect.

14.4 Waiver

Waiver of any provision in one instance does not constitute a waiver in any future instance.

14.5 Notices

All notices under this Agreement shall be in writing and shall be delivered: (i) personally; (ii) by registered or certified mail, postage prepaid; (iii) by overnight courier service; or (iv) by email with written confirmation of receipt. Notices to CLL shall be sent to the address or email address set forth on CLL’s website or as otherwise designated by CLL. Notices to you shall be sent to the address or email address you provided during registration. Notices shall be effective on the third business day following the date of mailing, and upon receipt if sent personally, by overnight courier, or by confirmed email. You may update your contact information by notifying CLL in writing in accordance with this Section.

14.6 Assignment

You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without CLL’s prior written consent, and any purported assignment without such consent shall be void and of no effect. CLL may assign this Agreement, in whole or in part, to any successor entity or affiliate without your consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14.7 Counterparts

This Agreement may be executed in counterparts (including electronic signatures), each constituting an original.

14.8 No Waiver of Liability

Nothing in this Agreement waives or limits liability that cannot legally be waived or limited under applicable law.

14.9 Service Availability and Platform Modifications

CLL may change, suspend, or discontinue the Platform or any feature thereof at any time, including the availability of any feature, Thought Partner, or content. CLL may also impose limits on certain features or restrict access to parts or all of the Platform without notice or liability. CLL will use commercially reasonable efforts to provide advance notice of any planned service interruptions or material changes that affect Users’ scheduled appointments. CLL is not responsible for any interruption, delay, or failure of the Platform that results from circumstances outside of CLL’s reasonable control. The Platform may be subject to periodic scheduled or emergency maintenance, during which time access to the Platform may be suspended. CLL does not warrant that the Platform will be available at all times, that access will be uninterrupted, or that the Platform will be error-free. To the extent a scheduled Platform Conversation cannot occur due to a Platform outage attributable to CLL, CLL will use reasonable efforts to reschedule such appointment or provide a credit at CLL’s discretion.

14.10 Force Majeure

Neither party shall be liable for any failure or delay in performing any obligation under this Agreement (other than payment obligations) to the extent caused by circumstances beyond such party’s reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, cyberattack, civil unrest, government action, embargo, fire, flood, power or telecommunications failure, or labor dispute not involving the affected party’s own employees (each, a “Force Majeure Event”). If a Force Majeure Event continues for ninety (90) consecutive days, either party may terminate this Agreement upon thirty (30) days’ written notice without liability for such termination, other than for accrued payment obligations.

14.11 No Third-Party Beneficiaries

This Agreement is entered into solely for the benefit of you and CLL and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than you and CLL any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. For the avoidance of doubt: (a) any rights that Thought Partners may have as third-party beneficiaries of your confidentiality obligations arise solely through the third-party beneficiary framework established in the Confidentiality Terms and not through this Agreement; (b) the cross-indemnification framework in Section 9.4 does not create direct contractual rights between you and any Thought Partner under this Agreement; and (c) any Thought Partner rights with respect to your non-confidentiality obligations (including the indemnification obligations in Section 9.1) run through CLL as the contracting party to this Agreement and to the Thought Partner Service Provider Agreement.

15. ACKNOWLEDGMENT AND ACCEPTANCE

BY CLICKING “I AGREE” OR ACCESSING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT:

You have read this entire Agreement.
You acknowledge receipt of and agree to comply with the Platform Guidelines and Code of Conduct, Confidentiality Terms, and Privacy Policy, each of which is incorporated into this Agreement by reference.
You understand that Thought Partners do NOT provide professional advice.
You understand that you assume all risk for actions taken based on conversations with Thought Partners.
You understand that CLL and Thought Partners are not liable for outcomes or consequences.
You understand that conversations with Thought Partners are brainstorming in nature only.
To the fullest extent set forth in Section 4.1, you waive all claims, demands, and causes of action against CLL and Thought Partners arising out of or relating to your use of the Platform, including any outcomes or results of Platform Conversations.
You agree to be bound by all terms and conditions set forth in this Agreement.
You have had the opportunity to consult with independent legal counsel prior to accepting this Agreement.
You are accepting this Agreement voluntarily and with full understanding of its terms and consequences.

END OF PLATFORM USER AGREEMENT AND SUBSCRIPTION AGREEMENT