CTRL SHFT, INC. TERMS OF USE

Last Modified: Sept. 22, 2022

I. Acceptance of the Terms of Use.

(A) These terms of use are entered into by and between You and CTRL SHFT, Inc., or Lumia (“Company”, “we,” or “us”). The following terms of use, including the Lumia Coaches Terms and Conditions, together with the Privacy Policy and any documents or Company resources they expressly incorporate by reference (collectively, these “Terms of Use”), including an Acceptance of the Terms and Conditions, as applicable (together with the Terms of Use, the “Terms and Conditions”), govern your access to and use of the Lumia Platform and iOS application, inclusive of any coaching services/pages/profiles, engagement or browsing of the Company’s social media accounts including Facebook, Instagram, Pinterest, and YouTube, and any forums, channels, “group programs,” or support groups (public or private) contained therein (collectively, “Lumia,” or the “Platform”), the Lumia training programs for Coaches (defined below) and any “Lumia Coach Training,” other training, or informational seminars provided by the Company (each, a “Lumia Coach Training Program,” as further defined below), and any content, functionality, and services offered on or through the Platform and (in total, as may be amended by the Company, the “Services”). By logging in to, browsing, using, interacting with, or ordering the Services on the Platform, or by submitting your contact information for our mailing list to prospectively utilize our Services, or as a guest to Lumia or the Platform, you accept and are bound by these Terms of Use.

 

 

(B) Please read these Terms of Use and the respective details pages for each of the Services carefully before you purchase Services. By purchasing or using the Services, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.lumiacoaching.com/privacy, incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access, purchase, participate in, or use the Services, or the Platform.

(C) The Services are offered and available to users who are at least 18 years of age. By using this Platform or the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Services.

(D) Please note that the information provided on the Platform, including any information provided by any Coach, user, guest, or the Company, is for educational or informational purposes only, and should not be treated as medical or behavioral health care advice. The information is not intended to be used for medical diagnosis or treatment, or as a substitute for consultation with a qualified health care provider, or as a substitute for any psychological, psychiatric, wellness, therapeutic or other diagnosis, care, counseling, advice, consulting or treatment, or for any medicine. Please consult your health care provider if you have any questions or concerns about your health. As a result, the Company advises you to always seek the advice of a physician or other qualified healthcare provider with any questions regarding your personal health or medical issues. Never disregard, avoid, or delay in obtaining medical advice from your doctor or other qualified healthcare provider because of something you have read on the Platform and/or Services. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately.

(E) Coaching is based on a mutually cooperative relationship between the client and the Coach. Coaching is intended to be informational and educational, through the furnishing of encouragement, information, support and guidance, to help the client make its own decisions and undertake action to facilitate the client's goals. Accordingly, please understand that Company does not guarantee or warrant any particular outcome, result or success of coaching, and expressly disclaims any such guarantee or warranty.

(F) YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER TRAINEES, YOUR CUSTOMERS, CLIENTS, VENDORS, PARTNERS, AND ANY OTHERS YOU MAY INTERACT WITH INSIDE AND OUTSIDE THE SCOPE OF YOUR RELATIONSHIP WITH US, INCLUDING THOSE ARISING OUT OF YOUR USE OF THE PLATFORM, OR ANY OF THE COMPANY’S SERVICES.

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II. Changes to the Terms of Use.

(A) We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services. Your continued use of the Services or the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

(B) The Company may provide you with notices, including those regarding changes to these Terms of Use, using any reasonable means, which may include email or postings in the Platform or Services. Such notices may not be received if you violate these Terms of Use by accessing the Platform or Services in an unauthorized manner. You agree that you are deemed to have received all notice that would have been delivered had you accessed the Platform or Services in an authorized manner.

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III. Placing Orders for the Services; Termination.

(A) Order acceptance. You agree that your order is an offer to buy, under these Terms of Use, all Services listed in your order. All orders must be accepted by us or we will not be obligated to vend the Services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation e-mail with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between the Company and you will not take place unless and until you have received your order confirmation e-mail. If you do not receive such confirmation email within 24 hours of your purchase, please contact us at [email protected].

(B) Prices and Payment Terms.

(i)All prices posted on the Platform are subject to change without notice. The price charged for a Service (including the Lumia Coach Training Program) will be the price in effect at the time the order is placed and will be set out in your order confirmation e-mail. Price increases will only apply to orders placed after such changes. We are not responsible for pricing, typographical or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

(ii) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

(iii) You are personally liable for any orders that you place or charges that you incur as a result of your purchase of Services from the Company. Please note that your order to purchase such Services is a binding agreement. We reserve the right to recover funds from you directly for any chargebacks from your credit card company, and to recover reasonable attorneys’ fees incurred in the enforcement of these Terms of Use, to collect payments validly owed to us, and to dispute your chargeback. We may, at any time after your purchase, ask you to verify your mobile number, email address, provide a date of birth, or upload a photo identification, in our sole discretion.

(C) Early termination. You understand and agree that Lumia spends significant time and resources in developing, managing, and maintaining the Platform and its Services for each of its users for the full term of their contractual commitment (unless separately agreed to in writing). Therefore, early termination under your contractual commitment does not absolve your responsibility to pay the full amount and balance of your contractual agreement through such then-current term. No refunds will be issued for partial use or non-use of the Company’s Platform or Services.

(D) Non-refundable deposit: As of September 26th, there is a $500 nonrefundable deposit upon enrollment. This fee covers non-refundable costs incurred by Lumia, and will stay on file in your account even if you withdraw from the program. If you return to the program at a later date, the deposit will be taken out of your new cost.

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IV. Accessing the Services and Account Security.

(A) We reserve the right to withdraw or amend the Platform or Services in our sole discretion. Further, we reserve the right to revise, update, modify, and close down the Lumia Coach Training Program, and any of the Services provided therein. We will not be liable if for any reason all or any part of the Platform or Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform or Services, restrict access to some part of the Services or the entire Platform or Services, to users, including certified users and others, including guests of the Platform.

(B) You are solely responsible for (i) making all arrangements necessary for you to have access to the Platform or Services, and (ii) ensuring that all persons who access the Platform or Services or Services through your Internet connection are aware of these Terms of Use and comply with them.

(C) To access the Platform or Services, you must submit payment and fill out the application provided to you by us, including registration details and other information. It is a condition of your use of the Platform, purchase of Services that all the information you provide on the Platform or Services is correct, current and complete. You agree that all information you provide to register with this Platform or Services or otherwise, including but not limited to using any interactive features on the Platform or Services, is governed by our Privacy Policy at www.lumiacoaching.com/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

(D) You must (and hereby agree to) treat all information you provide to us or we (or any Coaches) provide to you, as appropriate, as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your access to use the Services is personal to you and agree not to provide any other person with access to this Platform, the Services, or portions of other confidential or proprietary information. You agree to notify us immediately of any unauthorized access use or any other breach of security. You should use caution when accessing the Services from a public or shared computer or mobile device (including, without limitation, any mobile phones or tablets) so that others are not able to view or record your personal information.

(E) We have the right to disable any identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

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V. Intellectual Property Rights.

(A) The Company and its licensors are and will remain the sole and exclusive owners of all intellectual property rights in and to each of the Services and any content or material, including from a Lumia Coach Training Program made available on the Platform, and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks. Except as discussed in Section XVIII, you do not and will not have or acquire any ownership of these intellectual property rights in or to the Services made available through this Platform, or any intellectual property rights relating to the Services.

(B) The Platform, the training programs and Services, and its entire contents, features and functionality (including but not limited to all information, software, text, displays, featured images, video and audio, and the design, selection and arrangement of the above), are owned by the Company or its licensors, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

(C) You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, download, store or transmit any of the material on our Platform or Services, except pursuant to these Terms of Use. The Company has the right to prevent your use of the Services at any time.

(D) You must note:

(i) modify copies of any materials from the Platform or Services;

(ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform or Services; or

(iii) permit access or use for any commercial purposes any part of the Platform or Services, or any services or materials available through the Platform or Services, except as expressly permitted by the Company in writing.

(E) If you wish to make any use of material on the Platform or Services other than that set out in this Section, please address your request to: [email protected]

(F) If you print, copy, modify, download or otherwise use or provide any other person, organization, company, or business with access to any part of the Platform or Services in breach of the Terms of Use, your right to use the Platform or Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or Services or any content on the Platform or Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform or Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

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VI. Trademarks.

The Company name, the terms CTRL SHFT or Lumia, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company, or pursuant to Section XVIII. All other names, logos, product and service names, designs and slogans on this Platform or Services are the trademarks of their respective owners, where applicable.

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VII. Prohibited Uses.

(A) You may use the Platform and the Services available through the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform, the Services available through the Platform:

(i) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

(ii) to exploit, harm or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

 (iii) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the “Content Standards” set out in Section X in these Terms of Use;

(iv) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;

(v) to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing); or

(vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, the Company’s Services, as determined by us, may harm the Company or users of the Services, including any clients, customers, vendors, or other individuals or entities contracting or that may have a business relationship with you, or expose them to liability.

(B) Additionally, you agree not to:

(i) use the Platform or Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform or Services, including their ability to engage in real-time activities through the Platform or Services;

(ii) use any robot, spider or other automatic device, process, or means to access the Platform or Services for any purpose, including monitoring or copying any of the material presented therein;

(iii) use any manual process to monitor or copy any of the material on the Platform or Services, or for any other unauthorized purpose without our prior written consent;

(iv) use any device, software or routine that interferes with the proper working of and delivery of the Services;

(v) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

(vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform or Services, the server on which the Platform or Services is stored, or any server, computer or database connected to the Services;

(vii) attack the Platform or Services or service via a denial-of-service (DOS) attack or a distributed denial-of-service (DDOS) attack; or

(viii) otherwise attempt to interfere with the proper working of the Platform or Services.

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VIII. User Uploads.

(A) The Platform or Services may contain Facebook or other social media and local message boards, chat rooms, personal web pages or profiles, sample marketing materials you may be allowed to use, and other interactive features (collectively, “User Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Uploads”) on or through the Platform or Services.

(B) All User Uploads must comply with the Content Standards set out in Section IX in these Terms of Use. In addition, you must not use our name in metatags, keywords, or hidden text, except with our express written consent.

(C) Any User Upload you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Upload on the Platform or Services, you grant us and our licensees, successors and assignees a worldwide, transferable, sublicensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify, and distribute the User Upload. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services, Platform, or any iterations.

(D) You represent and warrant that:

(i) you own or control all rights, including intellectual property rights, to the User Uploads and have the right to grant the license granted above to us and our licensees, successors and assignees;

(ii) all your User Uploads will comply with these Terms of Use; and

(iii) you understand and acknowledge that you are responsible for any User Uploads you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

(E) We are not responsible, or liable to any third party, for the content or accuracy of any User Uploads posted by you or any other user of the Platform or Services.

(F) You agree that any User Upload you place on the Platform or Services may be viewed by other users and may be viewed by any person visiting or utilizing the Services or the Platform. When you use the Platform or Services, you should assume that anything you post or submit may be publicly-viewable and accessible, both by users and non-users of the Platform or Services. Before you post any User Uploads, be aware that this content may be searchable search engines.

(G) You do not have any rights in relation to other users’ User Uploads. You may not use other users’ information for commercial purposes, to spam, harass, or to make unlawful threats. We reserve the right to terminate our relationship with you if you misuse other users’ information or User Uploads.

(H) It is a condition precedent to your validly authorized use of the Platform or Services that you agree not to disparage the Platform, the Services, or the Company, its officers, directors, employees, contractors, Lumia coaches, Lumia Coach Training moderators, shareholders, and agents in any manner likely to be harmful to them or their business, business reputation, or personal reputation; provided, however, that both you and the Company shall respond accurately to any question, inquiry, or request for information when and as required by any applicable law or regulation or in response to a valid court order as part of a legal process.

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IX. Monitoring and Enforcement; Termination of Access.

(A) We have the right to:

(i) remove or refuse to post any User Uploads for any or no reason in our sole discretion;

(ii) take any action with respect to any User Upload that we deem necessary or appropriate in our sole discretion, including if we believe that such User Upload violates the Terms of Use, including the Content Standards (Section X), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform, CTRL SHFT, or the public, or could create liability for the Company;

(iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

(iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform or Services, including any stalking or harassment; or

(v) terminate or suspend your access to all or part of the Platform or Services for any or no reason, including without limitation, any violation of these Terms of Use.

(B) Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform or Services.

(C) YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR BECAUSE OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN BECAUSE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

(D) However, we do not undertake to review material before it is posted on the Platform or Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section, subject to any applicable law.

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X. Content Standards.

These content standards (“Content Standards”) apply to all User Uploads and use of the Services. User Uploads must in their entirety comply with all applicable federal, state, local and international laws, including intellectual property laws and regulations. Without limiting the foregoing, User Uploads must not:

(i) contain any material which is defamatory, disparaging (including, without limitation, personally), obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;

(ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(iii) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;

(iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these Terms of Use and our Privacy Policy;

‍(v) be likely to deceive any person;

(vi) promote any illegal activity, or advocate, promote or assist any unlawful act;

(vii) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;

(viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization;

(ix) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; or

(x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

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XI. Copyright Infringement.

We do not condone copyright infringement, and will terminate the user accounts of repeat infringers. You may not post, distribute, or reproduce in any way any copyrighted materials, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. If you believe that your work has been copied or posted on the Platform, Services in a way that constitutes copyright infringement, please provide our Copyright Agent (provided in this Section XI), in writing, with the information as follows:

(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or of interest in the copyright;

(ii) a description of the copyrighted work that you claim has been infringed;

(iii) a description of where the allegedly infringing material is located on the Platform or in the provision of the Services, with reasonably sufficient detail to enable the Company to find the allegedly infringing material;

(iv) your telephone number and email address;

(v) a written statement by you representing that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(vi) a written statement by you, made under penalty of perjury, that all the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent to the following address:

Copyright Agent c/o Lumia Legal

1501 Front St. Unit 218
San Diego, CA 92101
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XII. Reliance on Information Posted.

(A) The information presented on or through the Platform or Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, user of the Services, or by anyone who may be informed of any of its contents.

(B) This Platform or Services may include content provided by third parties, including materials provided by other users, bloggers, podcasters, and third-party licensors, syndicators, aggregators or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

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XIII. Changes to the Platform or Services. We may update the content on this Platform or the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform, Lumia Coach Training Program(s), or Services may be out of date at any given time, and we are under no obligation to update such material.

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XIV. Information About You.

All information we collect on this Platform or Services is subject to our Privacy Policy. By using the Platform or Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

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XV. Linking to the Platform or Services and Social Media Features.

(A) You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

(B) This Platform or our Services may provide certain social media features that enable you to:

(i) link from your own or certain third-party Platforms to certain content on this Platform or Services;

(ii) send emails or other communications with certain content, or links to certain content, on this Platform or Services; or

(iii) cause limited portions of content on the Platform or Services to be displayed or appear to be displayed on your own or certain third-party Platforms, software or mobile applications.

(C) You may use the above features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must note:

(i) establish a link from any part of the Platform or Services that is not owned by you;

(ii) cause the Platform or Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site;

(iii) link to any part of the Platform or Services other than the homepage; or

(iv) otherwise take any action with respect to the materials on this Platform or Services that is inconsistent with any other provision of these Terms of Use.

(D) You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

(E) We may disable all or any social media features and any links at any time without notice in our discretion.

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XVI. Links from the Platform or Services.

If the Platform or Services contains links to other sites, products and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Platforms linked to this Platform or Services, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms, where applicable.

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XVII. Geographic Restrictions.

The owner of the Platform and Lumia is based in the State of California in the United States. We make no claims that the Platform or Services, or any of its content is accessible or appropriate outside of the United States. Access to the Platform or Services may not be legal by certain persons or in certain countries. If you access the Platform or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws, including intellectual property laws.

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XVIII. Lumia Coaches Terms and Conditions.

(A) PLEASE NOTE THAT THE TERMS CONTAINED IN THESE TERMS OF USE APPLY TO ALL APPLICANTS OR COACHES (DEFINED BELOW). BY PARTICIPATING IN THE Lumia Coach Training PROGRAM, ALL APPLICANTS AND COACHES EXPRESSLY AGREE TO THE TERMS OF USE.

(B) For purposes of the Terms of Use and this Section XVIII, the term “Coach” is the individual or entity who applies for, is accepted by the Company into, and successfully completes to the level of Company-designated certification the training programs (as may be amended) provided by the Company’s Services (each, a “Lumia Coach Training”). It is understood that each Coach is not an agent, representative, and/or employee of the Company (unless expressly agreed to by the Company in writing). The Company may award a “certificate” for successful completion of each Lumia Coach Training Program; such certificate is limited to the scope of the Lumia Coach Training Program such applicant enrolled in. Applicants may submit their information through the Platform (the “Program Platform”), and Coaches may place a hyperlink on their profile or website (each, a “Coach Website”) to the Company’s Platform as instructed by the Company in its sole discretion. The hyperlink will be provided to all Coaches upon Company’s approval and completion of the applicable Lumia Coach Training Program.

(C) We reserve the right in our sole and absolute discretion to modify any terms and conditions of the Lumia Coach Training Program, including whether to award a certificate or amend certificate criteria. We may, but shall not be required to, provide all applicants or Coaches notice of any changes or amendments to this Section XVIII by email at the address each applicant or Coach provides us. If you disagree with any of our changes, your sole remedy is to discontinue your participation in the Lumia Coach Training Program by providing us written notice at [email protected]

(D) The Company retains the sole discretion to accept or reject all applications submitted on the Program Platform. Each applicant and Coach’s information is subject to the Privacy Policy. We retain the sole discretion to advertise, market, or promote each Coach on the Program Platform.

(E) We may cancel any application or Coach designation or certificate by email to the email address you provide us, thereby terminating your relationship with us under the Lumia Coach Training Program, for any or no reason at all, including if the application is incomplete, if the applicant or Coach Website contains images or content that is not acceptable to us, or is inconsistent with the image that we wish to create in association with the Platform, or if the applicant or Coach’s web site contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racist or objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the applicant or Coach Website contains any material that appears to us, in our sole discretion to violate any patent, trademark, copyright, trade secret, confidential information, or other intellectual property rights of any other party. You may terminate your participation under the Lumia Coach Training Program by emailing us at [email protected].

(F) After participating and successfully completing any Lumia Coach Training Program, Coaches are solely and fully responsible for all costs and expenses of building their business (or any personal, non-commercial endeavors), participation in the Lumia Coach Training Program on its respective Coach Website, including but not limited to costs associated with the creation, hosting, modification, and improvement of the Coach Website, all online and offline marketing or Platform maintenance. We are not responsible for any matter related to the Coach Website, and each Coach agrees to indemnify us against any and all claims, threats, demands, causes of action, or any other costs or expense levied against us related to any lawful or unlawful activity on the Coach Website.

(G) We make no representation or warranty regarding any potential income that may result from your participation in the Lumia Coach Training Program, and specifically disclaim any and all warranties relative to earning potential as a Coach.

(H) Intellectual Property. Coaches may be required to place links, logos, and other intellectual property on the Coach Website. Therefore, and for the purpose listed in this Section:

(i) the Coach will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that we provide (“Company Intellectual Property”) to the Coach. This license will automatically terminate in the case that Coach and Company’s relationship terminates. The Company Intellectual Property may only be featured on the Coach Website as designated in the Lumia Coach Training Program;

(ii) the Coach may only use the Company Intellectual Property to market as may be determined by us in our sole discretion. A Coach’s failure to comply with this section will automatically terminate this license;

(iii) the Coach may not distribute, reproduce, modify, or otherwise edit the Company Intellectual Property in any way without our written consent; and

(iv) the Coach hereby represents and warrants to the Company that no other party has any rights in and to any of the materials on the Coach Website, including all intellectual property.

(I) Indemnification. Each Coach hereby indemnifies and holds us, and all of our stockholders, directors, officers, employees, contractors, affiliates, agents, successors, and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorneys’ fees related thereto, that we may incur and which may be based in whole or in part upon any applicant or Coach’s participation in the Lumia Coach Training Program, any third party claims of intellectual property infringement, any use or maintenance of the Coach Website, or a breach of these Terms of Use.

(J) Courtesy Coach Profiles. In addition, strictly as a courtesy and not as an obligation, the Company may provide a Coach the ability to create an informational/biographical personal profile on the Platform to provide information about such Coach’s practice, background, and other information (collectively the “Coach Profiles”). Any data that any Coach chooses to add to its Coach Profile will be subject to and governed by these Terms and Conditions (including, without limitation, any limitations of liability contained herein or any disclaimers or waiver of guarantees of uptime, error-free status or continuous availability).  You hereby affirm and agree that the Company is not providing any warranties no guarantees regarding any outcomes from the Coach Profiles nor that the Coach Profiles (or that any third-party software used to facilitate any interactions Coach Profile, including but not limited to any 3rd party scheduling and calendaring software) shall at any time be reliable, error-free or uninterrupted, that defects will be corrected, that our site or the server that makes any Coach Profile available are free of viruses or other harmful components or that the Platform or Services or any services obtained through the Platform will otherwise meet your needs or expectations. You hereby affirm, agree, and understand that the Company reserves the right, in its sole discretion to, to terminate, suspend, modify, or discontinue any or all Coach Profiles at any time. We consider the information that a Coach inputs into the Platform by and through the Coach Profiles to be the applicable Coach’s data, and each Coach that enjoys a Coach profile hereby undertakes and agrees to the following:

(i) Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;

(ii) Provide accurate information to the Company in connection with the applicable Coach Profile and keep it updated;

(iii) Use only a real name on the applicable Coach Profile; and

(iv) Use the Services, the Platform and/or the Coach Profile in a professional manner and not in a fashion to provide any impression that the applicable Coach is affiliated with the Company or have received the endorsement or approval of the Company in any fashion;

(v) To not send, knowingly receive, upload, download, use or re-use any material which does not comply with the “Content Standards” set out in Section X in these Terms and Conditions; 

(vi) To create any 3rd party beneficiaries to these Terms and Conditions; and

(vii) To not create a false identity on the Platform, misrepresent your identity, create a Coach Profile for anyone other than yourself (a real person), or use or attempt to use another’s account.

XIX. Disclaimer of additional Warranties related to the Platform or Services.

(A) You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet, the Platform, or the Services, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

(B) Medical Disclaimer: The Platform, Lumia, and the Services are for Informational Purposes Only. THE INFORMATION PROVIDED THROUGH THE PLATFORM, LUMIA, AND THE SERVICES IS PROVIDED FOR EDUCATIONAL, ENTERTAINMENT AND GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. COMPANY IS NOT A MEDICAL SERVICES FIRM OR MEDICAL PRACTICE, IS NOT REGISTERED AS A MEDICAL PRACTICE OR MEDICAL SERVICES FIRM.    

IT IS STRONGLY RECOMMEND TO ALWAYS SEEK THE ADVICE OF A QUALIFIED AND LICENSED PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER IN CONNECTION WITH ANY AND ALL QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION, INCLUDING INFORMATION REGARDING WHICH DRUGS OR TREATMENT MAY BE APPROPRIATE FOR YOU. 

 

THE COMPANY IS NOT A CRISIS CENTER NOR DOES LUMIA, THE SERVICES, AND/OR THE PLATFORM PROVIDE CRISIS SERVICES. IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER CALL YOUR LOCAL CRISIS CENTER, DIAL 911, OR GO TO THE NEAREST EMERGENCY ROOM.   

(C) WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR MOBILE DEVICE, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

(D) YOUR USE OF THE PLATFORM OR SERVICES, ITS CONTENT AND ANY SERVICES OBTAINED THROUGH THE PLATFORM, INCLUDING YOUR PARTICIPATION IN THE LUMIA PROGRAM, IS AT YOUR OWN RISK. THE PLATFORM OR THE LUMIA COACHING PROGRAM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THE LUMIA COACHING PROGRAM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM OR THE LUMIA COACHING PROGRAM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR SERVICES OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

(E) THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

(F) THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(G) YOU AGREE THAT YOUR USE OF THE SERVICES OR THE PLATFORM IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER INDIVIDUALS. THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR COACH.

(H) Limitation on Liability. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, THE PLATFORM OR THE LUMIA COACHING PROGRAM, ANY CONTENT ON THE PLATFORM, THE LUMIA COACHING PROGRAM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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XX. Indemnification.

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assignees from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of or participation in the Platform, the Services, the Lumia Coach Training Program, including, but not limited to, your User Uploads, any use of the Platform or Services other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform or Services.

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XXI. Governing Law and Jurisdiction.

(A) All matters relating to the Platform, the Company, the Services, the Lumia Coach Training Program, Privacy Policy and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

(B) Any action or proceeding arising out of, or related to, these Terms of Use, Privacy Policy, the Company’s Services, or the Platform shall be instituted subject to Section XXIII below.

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XXII. Dispute Resolution.

At Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use, the Company’s products, the Privacy Policy, the Lumia Coach Training Program, or the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, first to mediation agreed to in writing by the parties, as a condition precedent to, final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.

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XXIII. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE SERVICES, OR THE PLATFORM MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

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XXIV. Waiver; Severability.

(A) No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

(B) If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

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XXV. Entire Agreement.

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Platform, Services, Lumia Coach Training Program, and the Company’s future products or services, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform or Services.

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XXVI. Your Comments and Concerns.

(A) The Platform and Lumia Coach Training are operated by CTRL SHFT, Inc., whose mailing address is 1501 Front St. Unit 218, San Diego CA 92101.

(B) All notices of copyright infringement claims should be sent to the Copyright Agent designated in our Copyright Infringement policy (Section XI) in the manner and by the means set forth therein.

(C) All other feedback, comments, requests for technical support and other communications relating to the Platform, Services, Lumia Coach Training Program, or any other Company-related issues should be directed to: [email protected].