Terms of Service

ScalingFreedom.ai LLC
Last updated: 25 August 2026
Version 3

These Terms of Service (this "Agreement") are entered into as of the date of Client's completion of the purchase transaction (the "Effective Date") by and between ScalingFreedom.ai LLC, a Nevada limited liability company ("ScalingFreedom," "Company," "we," "us," or "our"), and the individual or entity completing such purchase through the Company's designated checkout process ("Client," "you," or "your"). By completing a purchase, Client acknowledges, accepts, and agrees to be bound by the terms and conditions set forth herein. In the event that Client does not agree to these terms and conditions, Client shall not complete any purchase or attend any Session.

The version of these Terms that governs a purchase is the version displayed at checkout at the time of that purchase.

1. Definitions

The following capitalized terms shall have the meanings ascribed to them below. All other capitalized terms defined elsewhere in this Agreement shall have the meanings assigned therein.

1.1 "Services" shall mean the live, human-delivered instruction, consulting, and implementation services purchased by Client from the Company over a defined engagement period, including without limitation any Program, Session, or Workshop, as further described on the applicable checkout page at the time of purchase.

1.2 "Program" shall mean a multi-week or multi-session engagement (including, by way of example and not limitation, any AI enablement program or other offering identified on the applicable checkout page), encompassing the stated duration, format, number of sessions, and delivery mode as described on the applicable checkout page at the time of purchase.

1.3 "Workshop" shall mean a single, in-person event (including, by way of example and not limitation, a half-day AI workshop) delivered at the date, time, and venue specified at the time of purchase, which venue may be a location neither owned nor controlled by the Company.

1.4 "Session" shall mean any individual live working session, kickoff meeting, or Workshop conducted as part of the Services, whether delivered remotely or in person.

1.5 "In-Person Event" shall mean any Workshop and any Session that the Company delivers in person, whether at Client's premises or at another venue.

1.6 "Materials" shall mean all methodologies, frameworks, templates, prompts, configurations, setups, instructions, know-how, and other proprietary materials provided or made available by the Company to Client in connection with the Services, whether created prior to or during the course of Client's Program.

1.7 "Third-Party Tools" shall mean the artificial intelligence platforms and other third-party software applications and services upon which the Services rely, which Client shall license directly from the applicable third-party vendors pursuant to such vendors' respective terms and conditions, and for which Client shall bear all costs and fees directly.

1.8 "Confidential Information" shall mean any and all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement that is designated as confidential or proprietary, or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of its disclosure.

2. Acceptance, Eligibility, and Authority

2.1 Acceptance

By completing a purchase transaction, Client hereby agrees to the terms and conditions of this Agreement, which shall constitute a binding contract between Client and the Company as of the Effective Date.

2.2 Eligibility

Client represents and warrants that Client is at least eighteen (18) years of age and possesses the legal capacity to enter into a binding contractual agreement.

2.3 Authority to Bind

In the event that Client is purchasing the Services on behalf of a business entity, Client represents and warrants that Client has full power and authority to bind such entity to the terms and conditions of this Agreement, and all references herein to "Client" and "you" shall be deemed to refer to such entity. Where a purchase encompasses multiple named individuals, the business entity shall be the contracting party and such named individuals shall constitute the authorized attendees.

3. Services

3.1 Nature of the Services

Client is purchasing live, human-delivered instruction and implementation Services over a defined engagement period. The specific Program or Workshop purchased by Client, together with its duration, format, and delivery specifications, shall be as described on the applicable checkout page at the time of purchase.

3.2 Delivery

Sessions shall ordinarily be delivered remotely via videoconference. Certain engagements may include Sessions delivered in person at Client's premises, and where applicable, such in-person delivery shall be specified at the time of purchase. All travel and related expenses incurred in connection with on-site delivery shall be borne by Client unless otherwise agreed by the parties in writing.

3.3 No Software Product

For the avoidance of doubt, the Company is not providing, selling, or licensing any software product to Client pursuant to this Agreement. There is no Company-hosted platform, no hosted infrastructure, and no subscription to any product owned or operated by the Company.

3.4 Third-Party Tools

The Services operate on and through Third-Party Tools that Client shall license directly from the applicable third-party vendors and for which Client shall bear all costs directly. Certain Third-Party Tools may be available at no cost, while others require paid licenses, depending upon the scope of the engagement. The Company does not resell Third-Party Tools, does not apply any markup thereto, and exercises no control over their pricing, availability, or continued existence. Client shall be solely responsible for maintaining all requisite Third-Party Tool licenses in good standing, and the Company's ability to deliver the Services is contingent upon Client's compliance with this obligation.

3.5 Session Counts and Scheduling

The number, duration, format, sequencing, and phases of Sessions, and the Program window, shall be as described on the applicable checkout page at the time of purchase, which description is incorporated into this Agreement by reference. If that checkout description conflicts with this Agreement as to number, duration, format, sequencing, phases, price, or Program window, the checkout page shall control. The Company may adjust the number, duration, sequencing, or phases of Sessions upon written agreement of the parties. The Company shall communicate the schedule to Client prior to commencement and shall provide reasonable advance written notice of any subsequent schedule modification.

3.6 Delivery Modes

Certain Programs are delivered in a group format, others on an individual basis, and others as a combination thereof. These constitute delivery modes and do not represent separate service offerings. The applicable delivery mode shall be specified at the time of purchase.

3.7 Workshops

A Workshop constitutes a single, in-person event and shall not be construed as a multi-week Program. Accordingly, a Workshop shall have no ongoing session count, no rescheduling of individual Sessions, no Program window, and no between-Session deliverables, and shall be delivered in person at the date, time, and venue specified at the time of purchase. To the extent that any provision of this Agreement drafted for multi-week Programs cannot reasonably be applied to a Workshop, the Workshop-specific provisions of this Agreement shall govern with respect to such purchase.

4. Client Obligations

The successful delivery of the Services is contingent upon Client's active participation and cooperation. Client hereby covenants and agrees to: (a) attend all Sessions for which Client has registered; (b) provide the Company with such access to Client's systems as is reasonably necessary for the performance of the Services, and represent and warrant that Client holds all rights necessary to grant such access; (c) complete all pre-work and between-Session deliverables described in Client's Program; and (d) provide accurate and complete information regarding Client's business, upon which the Services are dependent. In the event of Client's failure to comply with the foregoing obligations, the Company may be unable to deliver the Services as contemplated, and the provisions of Section 7 (Refunds and Cancellation) shall govern the consequences thereof.

5. Sessions, Rescheduling, and Missed Sessions

5.1 Rescheduling

Subject to the Company's calendar availability, the Company shall accommodate Client's request to reschedule a Session, provided that Client furnishes the Company with no fewer than forty-eight (48) hours' prior written notice.

5.2 Missed Sessions

Any Session that Client fails to attend without providing at least forty-eight (48) hours' prior notice shall be deemed delivered for all purposes under this Agreement, and any credit or refund of the fees attributable to such Session shall be available solely at the Company's discretion.

5.3 Group Programs

Seats in group Programs are limited in number and are reserved specifically for Client. A seat that Client does not utilize cannot be resold by the Company to another participant; accordingly, any credit, refund, or rescheduling of missed group Sessions shall be available solely at the Company's discretion. The Company shall make available to Client the applicable materials and any recording of such Session.

5.4 Named Individuals

In the event that Client has purchased the Services for designated named individuals and any such individual ceases their engagement with Client prior to completing their allocated Sessions, Client may substitute another individual, provided that such replacement is able to continue from the point at which the prior individual's participation concluded. The Company shall have no obligation to repeat any Session previously delivered to the departing individual for the benefit of the replacement.

5.5 Program Window

Each Program shall be delivered over a defined engagement window. Any Sessions not utilized within such window, together with any grace period agreed to by the Company in writing, shall expire and be forfeited without further obligation on the part of the Company.

5.6 Workshops

By virtue of a Workshop's nature as a single scheduled event, the rescheduling, missed-Session, Program-window, and named-individual substitution provisions set forth in Sections 5.1 through 5.5 shall not apply thereto; provided, however, that Client may designate a substitute attendee in Client's place by furnishing the Company with the substitute's name prior to the Workshop. In the event that Client is unable to attend, Section 7 (Refunds and Cancellation) shall govern the availability of refunds and transfers. In the event that the Company is required to modify the date or venue of a Workshop, the Company shall provide Client with as much advance notice as is reasonably practicable and shall offer Client a place at the rescheduled event or, if Client is unable to attend the rescheduled event, a refund in accordance with Section 7.

6. Fees, Payment, and Taxes

All fees for the Services shall be due and payable in full at the time of purchase and shall be processed through the Company's designated third-party payment processor, Stripe, Inc. ("Stripe"). By submitting a purchase, Client authorizes the Company and Stripe to charge Client's designated payment method for the full amount of the order, including applicable taxes, and Client represents and warrants that (a) the payment information Client provides is true, correct, and complete; (b) Client is authorized to use the payment method; and (c) Client will pay all charges incurred at the prices in effect when the charge is incurred. The Company does not store, retain, or have access to Client's payment card information; such information is collected and maintained solely by Stripe, and Client's payment is also subject to Stripe's applicable terms of service and to the Stripe Privacy Policy (available at https://stripe.com/privacy), which govern Stripe's collection and handling of Client's payment information. The Company is not responsible for the acts, omissions, availability, or security of Stripe's systems, and Client's use of Stripe is governed by Stripe's terms and not by this Agreement, except as expressly stated herein. If Client believes a charge is incorrect, Client agrees to contact the Company and to use the refund and cancellation process in Section 7 before initiating a chargeback with Client's card issuer or Stripe, and the Company reserves the right to dispute any chargeback that is inconsistent with this Agreement. In the event that Client initiates a chargeback, payment dispute, or reversal, the Company may suspend or withhold delivery of the Services until such chargeback, dispute, or reversal is finally resolved, without such suspension constituting a breach of this Agreement. Client shall be solely responsible for all applicable federal, state, and local taxes, duties, and assessments arising from Client's purchase of the Services.

7. Refunds and Cancellation

7.1 Cancellation Prior to Program Commencement

Client shall be entitled to a full refund of all fees paid in the event that Client cancels not fewer than seven (7) calendar days prior to Client's first scheduled Session.

7.2 Cancellation Within Seven Days or After Program Commencement

If Client cancels fewer than seven (7) calendar days prior to Client's first scheduled Session, or at any time after the Program or Workshop has commenced, any refund shall be available solely at the Company's discretion. Client acknowledges that the seat has been committed and that the Services constitute live delivery.

7.3 Cancellation by the Company

In the event that the Company cancels a Program prior to its commencement, or is otherwise unable to deliver the Services, Client shall receive a full refund for the undelivered portion of the Services, and such refund shall constitute the Company's sole and entire obligation with respect thereto.

7.4 Group Minimums

A cohort may not proceed in the event of insufficient enrollment. In the event the Company cancels a Program for such reason, Client may elect, at Client's sole discretion, either (i) a full refund of all fees paid, or (ii) a seat in the next available cohort.

7.5 Workshop Cancellation

With respect to Workshops, the following refund schedule shall apply: (i) Client shall be entitled to a full refund in the event of cancellation fourteen (14) or more calendar days prior to the event; (ii) Client shall be entitled to a fifty percent (50%) refund in the event of cancellation seven (7) to thirteen (13) calendar days prior to the event; and (iii) any refund for cancellation fewer than seven (7) calendar days prior to the event, or for Client's failure to attend, shall be available solely at the Company's discretion. In lieu of a refund, and at any time prior to the event, Client may transfer Client's seat to a substitute attendee or apply the applicable fees to a future Workshop, subject to availability. In the event that the Company cancels a Workshop, Client may elect, at Client's sole discretion, either a full refund or a place at the next scheduled Workshop.

7.6 California Consumers

The refund and cancellation terms set forth in this Section 7 are disclosed to Client clearly and conspicuously prior to the completion of Client's purchase. In the event that Client is a California consumer purchasing the Services for personal, family, or household purposes, the provisions of this Section 7 are in addition to, and shall not limit, the statutory cancellation and refund rights set forth in Section 17 (California Consumer Rights), which shall control to the extent of any conflict with this Section 7.

8. In-Person Events: Venue, Assumption of Risk, and Conduct

The provisions of this Section 8 shall apply to all Workshops and to any Session delivered by the Company in person.

8.1 Venue

Some or all of an In-Person Event may take place at a location that is neither owned nor controlled by the Company. The Company shall not be responsible for the venue or its condition, facilities, parking, security, food service, or any other aspect thereof, nor for the acts or omissions of the venue's staff or other persons present at the venue. Client and Client's attendees shall comply with all venue rules and regulations and with all reasonable safety instructions issued by the Company's staff.

8.2 Assumption of Risk and Release

ATTENDANCE AT ANY IN-PERSON EVENT IS VOLUNTARY. TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE JURISDICTION IN WHICH THE EVENT IS HELD, CLIENT AND EACH INDIVIDUAL ATTENDING UNDER CLIENT'S PURCHASE HEREBY ASSUME THE ORDINARY RISKS ASSOCIATED WITH TRAVELING TO AND PARTICIPATING IN AN IN-PERSON EVENT, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, ILLNESS, AND LOSS OF OR DAMAGE TO PROPERTY, AND HEREBY RELEASE, DISCHARGE, AND HOLD HARMLESS THE COMPANY AND ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, AND LIABILITIES ARISING OUT OF OR RELATING TO SUCH ATTENDANCE; PROVIDED, HOWEVER, THAT THIS RELEASE SHALL NOT APPLY TO CLAIMS ARISING FROM THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO CLAIMS THAT CANNOT BE RELEASED UNDER APPLICABLE LAW. TO THE EXTENT CLIENT AND EACH SUCH INDIVIDUAL GRANT A RELEASE UNDER THIS SECTION 8.2, THEY EXPRESSLY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." THIS WAIVER OF SECTION 1542 DOES NOT APPLY TO THE MATTERS EXCLUDED FROM THE RELEASE ABOVE, INCLUDING CLAIMS ARISING FROM THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CLAIMS THAT CANNOT BE RELEASED UNDER APPLICABLE LAW, AND THE NON-WAIVABLE RIGHTS OF A CALIFORNIA CONSUMER PRESERVED BY SECTION 17.

8.3 Insurance

Each party shall maintain its own insurance coverage at its own expense. The Company maintains commercial general liability insurance in commercially reasonable amounts, covering the Company's operations, including off-site and traveling events. Where an In-Person Event is held at a venue not owned or controlled by the Company, the Company may require the venue operator to provide a certificate of insurance and to name the Company as an additional insured under such policy. The Company does not insure Client, Client's attendees, or their property, and Client shall be solely responsible for procuring any insurance coverage desired for Client and Client's attendees.

8.4 Attendee Waivers

Client acknowledges that certain attendees may not be the individual or entity that purchased the Services. Client shall ensure that each individual attending under Client's purchase executes the Company's attendee waiver and consent, whether in physical or electronic form, prior to participation in any In-Person Event. Such waiver and consent shall incorporate the recording, photography, and publicity consent provisions set forth in Section 11 of this Agreement, and Client's obligation to obtain such waiver and consent shall apply to each attendee irrespective of whether such attendee is a party to this Agreement. The Company reserves the right to refuse entry to any individual who has not executed the required waiver and consent, and no refund shall be due with respect to any attendee refused entry on such basis.

8.5 Health, Safety, and Conduct

Each attendee at an In-Person Event must be at least eighteen (18) years of age. The Company reserves the right to remove any individual whose conduct is unsafe, disruptive, or in violation of the venue's rules or the Company's reasonable instructions, and no refund shall be due with respect to any attendee removed on such basis.

9. Intellectual Property and License to Materials

9.1 Client's Property

Client shall retain all right, title, and interest in and to all work product created by Client and all data, documents, and configurations residing on Client's own systems and accounts, including without limitation Client's business data, documents, and operational setups.

9.2 Company's Property

All Materials, methodologies, frameworks, templates, prompts, configurations, know-how, and other proprietary materials of the Company shall remain the sole and exclusive property of the Company, whether created prior to or during the course of Client's Program. Nothing in this Agreement shall be construed as transferring any ownership interest in the foregoing to Client.

9.3 License Grant

Subject to the terms and conditions of this Agreement, the Company hereby grants to Client a perpetual, non-exclusive, non-transferable, non-sublicensable license to use, modify, and build upon the Materials provided by the Company to Client solely for Client's own internal business purposes.

9.4 Restrictions on Use

Client shall not, directly or indirectly, resell, redistribute, sublicense, repackage, or otherwise make available the Company's Materials or methods to any third party as a product or service, and Client shall not use the Materials or methods to develop, create, or offer any product or service that competes with the Services. For the avoidance of doubt, Client may operate Client's own business using the Materials without limitation; however, Client shall not commercialize, distribute, or present the Materials to Client's own clients or customers as Client's own proprietary work product. This restriction constitutes a limitation on Client's use of the Materials and shall not be construed as a confidentiality obligation, nor shall it prevent Client from discussing Client's experience with the Services.

9.5 Reservation of Rights; Other Clients

The Company reserves the right to utilize the same or substantially similar methodologies and materials in connection with services provided to other clients, including clients operating within Client's industry. Nothing in this Agreement shall restrict the Company from engaging with or providing services to any other party.

9.6 Feedback

In the event that Client provides the Company with any suggestions, ideas, enhancement requests, feedback, or other recommendations relating to the Services (collectively, "Feedback"), Client hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, and incorporate such Feedback into the Company's products and services without restriction or obligation of any kind to Client.

10. Client Systems and Data

10.1 Access

In connection with the performance of the Services, the Company shall assist Client in connecting Client's own systems, including without limitation Client's calendar, email, shared company drives, and local files. All configurations and access shall be established on accounts owned and controlled by Client, and the Company shall not host, store, or maintain Client's business data on the Company's own systems.

10.2 Safeguards

The Company shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards with respect to any Client data or materials in the Company's possession or control. The Company shall use such data and materials solely for the purpose of delivering Client's Program, shall not sell, disclose, or otherwise transfer such data or materials to any third party, and shall return or securely destroy such data and materials upon Client's written request; provided, however, that the Company may retain copies of such data and materials to the extent required by applicable law or necessary for legitimate business purposes, including without limitation the maintenance of billing and accounting records.

10.3 Client's Authority and Indemnification

Client represents and warrants that Client possesses all rights, permissions, and authorizations necessary to grant the access contemplated by this Section 10. CLIENT SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY AND ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO CLIENT'S BREACH OF THE FOREGOING REPRESENTATION AND WARRANTY.

11. Recording, Photography, and Publicity

11.1 Session Recording

The Company shall record Sessions for the purposes of service delivery, Client's subsequent reference, and the improvement of the Company's Programs. By attending any Session, Client hereby consents to being recorded. In the context of a group Program, recordings shall include other participants and information relating to their respective businesses. In the event that Client has purchased the Services for named individuals, Client shall ensure that each such individual provides their express consent to being recorded prior to their first Session.

11.2 Photography, Video, and Marketing Use

At In-Person Events and during Sessions, the Company and its authorized representatives may capture photographs and record audio and video content. In addition to utilizing recordings for service delivery and Program improvement purposes, the Company may use photographs, video, audio, and the name, likeness, voice, and quotations of any individual appearing therein, as captured at an event or Session, for marketing, promotional, and commercial purposes, in any medium now known or hereafter developed, without compensation to Client or such individuals. By attending, and by causing Client's personnel or designees to attend, Client and such individuals hereby grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use such content as described herein, and release the Company from any and all claims relating to such use, including without limitation claims based on rights of privacy and publicity. In the event that Client or an attendee does not wish to appear in marketing materials, Client or such attendee shall notify the Company's on-site staff prior to the event, and the Company shall use commercially reasonable efforts to accommodate such request.

12. Group Programs

Client acknowledges that, in the course of participating in a group Program, Client may receive information regarding the businesses and operations of other program participants, and such participants may receive information regarding Client's business and operations. Client hereby agrees to maintain the confidentiality of all information received from other participants and shall not use any such information for Client's own commercial benefit. The Company shall request a substantially similar commitment from each participant; however, the Company cannot guarantee the conduct of other participants, shall not be liable for any breach thereof by another participant, and Client acknowledges and agrees that Client shares information in a group setting at Client's own risk.

13. Warranties and Disclaimers

13.1 Performance Warranty

The Company warrants that it shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards applicable to the performance of similar services.

13.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

13.3 AI Acknowledgments

With respect to artificial intelligence systems utilized in connection with the Services, Client acknowledges and agrees that: (a) AI operates on the basis of statistical probability and does not produce results with certainty; (b) the performance and output of AI systems are dependent upon the quality, accuracy, and completeness of the information provided thereto; (c) AI systems may produce unexpected, inaccurate, or otherwise erroneous output; (d) the Company makes no representations or warranties regarding the accuracy, reliability, or fitness of any AI-generated output, nor does the Company guarantee any specific business outcome; (e) Client shall be solely responsible for all data, content, and information that Client inputs into any AI system in connection with the Services, including without limitation ensuring that such inputs do not contain protected health information, personally identifiable information of third parties without proper authorization, or any other data the disclosure of which would violate applicable law or the rights of any third party; and (f) Client shall be solely responsible for reviewing, validating, and making independent business decisions with respect to any AI-generated output.

13.4 Third-Party Tools Disclaimer

With respect to Third-Party Tools, Client acknowledges and agrees that: (a) the Company does not own, operate, or control Third-Party Tools; (b) the Company makes no representations or warranties regarding Third-Party Tools beyond those offered by the applicable third-party vendor; (c) the Company shall not be liable for any failures, changes, discontinuation, or unavailability of Third-Party Tools; and (d) Client's use of Third-Party Tools shall be governed solely by the applicable third-party vendor's terms and conditions and not by the terms of this Agreement. In the event that a third-party vendor modifies, discontinues, or withdraws any tool or functionality upon which Client's setup depends, such event shall not constitute a breach by or failure of the Company.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO THE COMPANY FOR THE SPECIFIC PROGRAM TO WHICH THE CLAIM RELATES.

14.3 Excluded Matters

Notwithstanding any other provision of this Agreement, the Company shall not be liable for any damages arising out of or relating to: (a) Client's use of AI-generated output without proper review or validation; (b) information provided by Client that was inaccurate, incomplete, or misleading; or (c) limitations inherent in artificial intelligence technology that were disclosed by the Company or that Client should reasonably have anticipated.

14.4 Exceptions

The limitations set forth in Sections 14.1 and 14.2 shall not apply to: (a) breach of the confidentiality obligations set forth in Section 15; (b) infringement or misappropriation of the other party's intellectual property rights; or (c) any liability or remedy that cannot be limited or waived under applicable law, including without limitation rights and remedies under the California Consumers Legal Remedies Act (California Civil Code § 1750 et seq.) and other applicable California consumer-protection statutes. Nothing in this Agreement shall limit liability for death or personal injury caused by the Company's negligence to the extent such a limitation is prohibited by applicable law, nor shall this Agreement waive any non-waivable statutory remedy of a California consumer.

14.5 In-Person Events

With respect to any In-Person Event, the Company's total aggregate liability for claims arising out of or relating to such event shall not exceed the total amount of fees actually paid by Client for such event. Nothing in this Section 14 shall limit any liability that cannot be limited under the laws of the jurisdiction in which the event is held, including without limitation liability for personal injury caused by the Company's gross negligence or willful misconduct.

15. Confidentiality

Each party (as Receiving Party) shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use such Confidential Information solely for the purposes contemplated by this Agreement; and (c) not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party's employees, agents, and contractors who have a need to know and are bound by obligations of confidentiality no less restrictive than those set forth herein. The obligations set forth in this Section 15 shall survive for a period of five (5) years from the date of disclosure; provided, however, that with respect to Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue indefinitely for so long as such information retains its trade secret status.

16. Dispute Resolution and Arbitration

16.1 Informal Resolution

Prior to the commencement of any formal proceeding, the parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation for a period of thirty (30) days following written notice of such dispute by one party to the other.

16.2 Binding Arbitration

EXCEPT WITH RESPECT TO RIGHTS OR REMEDIES THAT CANNOT LEGALLY BE WAIVED, ANY DISPUTE NOT RESOLVED PURSUANT TO SECTION 16.1 SHALL BE FINALLY RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN A COURT OF LAW. BY AGREEING TO ARBITRATION, CLIENT IS WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. Such arbitration shall be administered by JAMS before a single arbitrator pursuant to the JAMS Comprehensive Arbitration Rules and Procedures then in effect; where Client is a consumer, the JAMS Consumer Arbitration Minimum Standards shall apply. The seat of the arbitration shall be Orange County, California. The Federal Arbitration Act shall govern the enforceability of this agreement to arbitrate, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This agreement to arbitrate shall not operate to shorten any statute of limitations or filing period that would otherwise apply to Client's claim.

16.3 Consumer Arbitration Costs and Location

In the event that Client is a consumer, the Company shall bear all JAMS administrative and arbitrator fees in excess of the filing fee that Client would have been required to pay to commence the same claim in a court of competent jurisdiction, and the arbitration shall take place in the county of Client's residence or, at Client's election, by telephone, videoconference, or written submissions only. Each party shall otherwise bear its own attorneys' fees and costs; provided, however, that the arbitrator may award attorneys' fees and costs to the prevailing party to the extent authorized by applicable statute or by this Agreement, including without limitation a consumer's right to recover fees under the California Consumers Legal Remedies Act.

16.4 Class Action Waiver; Public Injunctive Relief

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES AND NOT AS PART OF ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. Nothing in this Section 16 shall be construed as a waiver of Client's right to seek public injunctive relief or any other remedy that cannot be waived under California law; any claim for such relief shall be severed from arbitration and may be brought in a court of competent jurisdiction, and the remaining claims shall proceed in arbitration.

16.5 Injunctive Relief; Small Claims

Notwithstanding the foregoing, either party may seek injunctive, specific performance, or other urgent equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property rights, or to enforce the use restrictions set forth in Section 9.4, and either party may bring a qualifying claim in a small-claims court of competent jurisdiction, in each case without the obligation to first submit the matter to arbitration pursuant to this Section 16.

16.6 Opt-Out

Client may opt out of the arbitration provisions of this Section 16 by delivering written notice to the Company at jason@scalingfreedom.ai within thirty (30) days of the date of Client's purchase. Such notice must include Client's full name, the email address associated with Client's purchase, the date of purchase, and a clear statement that Client wishes to opt out of the arbitration provisions of this Section 16. In the event that Client exercises such opt-out right, either party may bring any dispute arising out of or relating to this Agreement in a court of law, and the state and federal courts located in Orange County, California shall have exclusive jurisdiction over such dispute, to which both parties hereby irrevocably consent and submit.

17. California Consumer Rights

17.1 Application

The provisions of this Section 17 shall apply in the event that Client is a resident of the State of California who purchases the Services for personal, family, or household purposes (a "California Consumer"). To the extent that any other provision of this Agreement conflicts with a right or remedy preserved by this Section 17, the provisions of this Section 17 shall control with respect to a California Consumer.

17.2 Consumers Legal Remedies Act

As a California Consumer, Client has rights under the California Consumers Legal Remedies Act (California Civil Code § 1750 et seq.) (the "CLRA"), and nothing in this Agreement shall be construed as a waiver or limitation of such rights. Prior to commencing an action for damages under the CLRA, Client agrees to provide the Company with the written notice and thirty (30) day opportunity to cure as prescribed by California Civil Code § 1782; provided, however, that this notice requirement shall not apply to claims for injunctive relief and shall not limit any other available remedy.

17.3 No Waiver of Non-Waivable Rights

Any provision of this Agreement that would purport to waive, limit, or restrict a right or remedy that cannot be waived or limited under applicable California law shall, as to a California Consumer, be modified to the minimum extent necessary to comply with such law, and the non-waivable right or remedy shall control. This preservation applies to, without limitation, non-waivable protections regarding disclosures, cancellation and refund rights, limitations of liability, and the right to seek public injunctive relief.

17.4 Privacy Policy

The Company maintains a Privacy Policy, available at https://www.scalingfreedom.ai/privacy/, which is incorporated into this Agreement by reference. The Privacy Policy describes the categories of personally identifiable information collected in connection with the Services, the purposes for which such information is used, and the rights available to Client with respect thereto. Client acknowledges that Client's name, email address, and other personal identification information are collected through third-party applications and services utilized by the Company in connection with the checkout process and the delivery of the Services, and that Client's payment card information is collected and processed exclusively by the Company's payment processor, Stripe, Inc. ("Stripe"), pursuant to Stripe's applicable terms of service and the Stripe Privacy Policy (available at https://stripe.com/privacy). The Company does not directly collect, store, or have access to Client's payment card information. Client's use of any third-party application or service through which personal data is collected is also subject to such provider's respective privacy policy and terms of service. By completing a purchase, Client agrees to the terms of the Privacy Policy as in effect at the time of such purchase.

18. Governing Law

18.1 Governing Law

This Agreement, and any dispute or claim arising out of or relating to it or its subject matter (whether in contract, tort, or otherwise), shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles or rules.

18.2 Venue

Subject to the dispute resolution and arbitration provisions set forth in Section 16 (which shall govern the resolution of disputes to the extent applicable), the parties agree that the exclusive venue for any action or proceeding arising out of or relating to this Agreement that is properly brought in a court of law, including, without limitation, actions for injunctive or equitable relief pursuant to Section 16.5, claims for public injunctive relief severed from arbitration pursuant to Section 16.4, actions following a valid opt-out pursuant to Section 16.6, and proceedings to confirm, vacate, or enforce an arbitration award, shall be the state and federal courts located in Orange County, California, and each party irrevocably consents and submits to the personal jurisdiction of those courts. Notwithstanding the foregoing, nothing in this Agreement shall waive any right that cannot be waived under the mandatory law of any jurisdiction in which an In-Person Event is held.

19. Modifications to these Terms

The Company reserves the right to amend, modify, or update this Agreement from time to time in its sole discretion. The version of this Agreement to which Client agreed at the time of Client's purchase shall govern Client's Program, and any amendments or modifications shall apply solely to purchases made after the effective date on which such changes are posted.

20. General Provisions

20.1 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, or agency relationship between the parties, and neither party shall have the authority to bind the other in any manner.

20.2 Subcontractors

The Company may engage subcontractors in connection with the performance of the Services; provided, however, that the Company shall remain fully responsible for the performance of any subcontractor engaged pursuant to this Section.

20.3 Delivery Flexibility

The Company reserves the right to substitute an equally qualified instructor and to reschedule a Session as reasonably necessary, without such substitution or rescheduling constituting a breach of this Agreement.

20.4 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by events beyond such party's reasonable control, including without limitation acts of God, natural disasters, severe weather, fire, flood, epidemic or pandemic, public-health emergency or governmental order, war, terrorism, civil unrest, labor disruption, utility or telecommunications failure, or a venue becoming unavailable for any of the foregoing reasons (each, a "Force Majeure Event"). In the event that a Force Majeure Event prevents delivery of the Services, the Company shall reschedule the affected Sessions rather than forfeiting them; and with respect to a Workshop or other In-Person Event, the Company shall reschedule such event or, in the event that Client is unable to attend the rescheduled event, refund Client's fee in accordance with Section 7. Rescheduling, or the applicable refund under Section 7, shall constitute Client's sole and exclusive remedy in such circumstances.

20.5 Conduct; Removal

The Company reserves the right to remove any individual from a group Program for conduct that is detrimental to the group, in which case the Company shall refund the unused portion of the fees attributable to such individual's seat. With respect to In-Person Events, removal shall be governed by Section 8 of this Agreement, and no refund shall be due for any removal for cause.

20.6 Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered by electronic mail, in the case of the Company, to jason@scalingfreedom.ai, and in the case of Client, to the email address associated with Client's purchase at checkout, or, in either case, to such other email address as a party may designated by notice given in accordance with this Section 20.6.

20.7 Severability

In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.

20.8 Entire Agreement; Order of Precedence

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of checkout purchases and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, with respect thereto. In the event that Client has executed or subsequently executes a Master Services Agreement with the Company, such Master Services Agreement shall govern work performed pursuant to a Statement of Work thereunder; this Agreement shall continue to govern all checkout purchases, and no other agreement shall supersede this Agreement with respect to checkout purchases unless such agreement expressly identifies and supersedes this Agreement by name.

20.9 Assignment

Client shall not assign, transfer, or delegate this Agreement or any of Client's rights or obligations hereunder without the prior written consent of the Company. Any purported assignment, transfer, or delegation in violation of this Section shall be null and void.

20.10 Survival

Sections 8 (In-Person Events), 9 (Intellectual Property and License to Materials), 10 (Client Systems and Data), 11 (Recording, Photography, and Publicity), 12 (Group Programs), 13 (Warranties and Disclaimers), 14 (Limitation of Liability), 15 (Confidentiality), 16 (Dispute Resolution and Arbitration), and 17 (California Consumer Rights), together with any other provision that by its nature should survive, shall survive the expiration or termination of this Agreement.