TERMS AND CONDITIONS.
MASTER INTELLECTUAL PROPERTY, CONFIDENTIALITY, AND COURSE ACCESS AGREEMENT
Incorporation by Reference; Binding Effect.
All notices, disclosures, warnings, preambles, introductory statements, explanatory materials, and policy statements presented to Recipient prior to or in connection with access to the Covered Materials—including but not limited to any introductory notice, preamble, or disclosure document—are hereby incorporated into this Agreement by reference as if fully set forth herein and are legally binding on Recipient. In the event of any conflict, ambiguity, or inconsistency between such materials and this Agreement, this Agreement shall control.
Recipient acknowledges and agrees that this Agreement is entered into by Recipient’s affirmative act of checking a box or otherwise electronically indicating “I Agree” to the Terms and Conditions prior to account creation, access to preview materials, or purchase of the Course. Access to any Covered Materials is expressly conditioned upon such acceptance. Recipient further agrees that electronic assent constitutes a legally binding signature under applicable law, including the Uniform Electronic Transactions Act.
Miscellaneous
This Comprehensive Intellectual Property Protection, Confidentiality, Non-Disclosure, Non-Competition, Non-Circumvention, and Restrictive Covenants Agreement (“Agreement”) is entered into by and between the Creator and Proprietary Rights Holder of the Course (“Course Owner”), acting solely in a representative and non-personal capacity, and any present or future business entity formed, owned, or controlled for the operation, distribution, protection, or commercialization of the Covered Materials (collectively, the “Principal Entity”); and the individual purchaser, student, user, or other party accessing the Course (“Receiving Party”).
All rights, protections, obligations, and remedies under this Agreement automatically and immediately vest in, transfer to, and bind the Principal Entity upon its formation—without requiring any amendment, signature, notice, or action of any kind—and without creating any personal liability for the Course Owner. The Receiving Party expressly agrees that the Course Owner is never participating in this Agreement in an individual, personal, or private capacity.
The Receiving Party acknowledges and agrees that the Course Owner is granting strictly limited, conditional, non-transferable access to proprietary, confidential, creative, spiritual, instructional, commercial, and intellectual materials (“Covered Materials”) solely for the Receiving Party's personal use in accordance with this Agreement.
The Receiving Party further acknowledges that the Course Owner’s work—including all spiritual teachings, writings, frameworks, course content, questions, systems, structures, derivatives, and any related or supporting materials—constitutes highly valuable intellectual property deserving of the strongest legal protection available under applicable law.
Severability and Judicial Reformation.
If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.
No Reliance; No Oral Modifications.
Recipient acknowledges that no oral statements, representations, assurances, or promises have been made that are not expressly set forth in this Agreement. This Agreement may be modified only by a written amendment executed or electronically adopted by Owner in accordance with this Agreement.
Perpetual Survival of Obligations.
All provisions relating to intellectual property, confidentiality, non-competition, non-disclosure, non-circumvention, arbitration, jurisdiction, remedies, liquidated damages, fee-shifting, and corporate veil protections shall survive termination, expiration, revocation of access, completion of the Course, or cessation of the parties’ relationship indefinitely and in perpetuity.
Intent of Enforceability.
The parties expressly intend that this Agreement be enforced to the maximum extent permitted by applicable law. Any provision alleged to be unenforceable shall be construed, limited, or modified only to the extent necessary to preserve enforceability while effectuating the parties’ original intent.
Incorporation by Reference; Priority of Terms
Incorporation and Governing Priority of Agreements.
This Agreement hereby incorporates by reference the Master Intellectual Property, Confidentiality, Course Access, and Enforcement Agreement (the “Master Agreement”), which governs all access to, use of, interaction with, and exploitation of the Course, Covered Materials, Work Product, and any related intellectual property, whether accessed directly or indirectly.
The Master Agreement is deemed legally binding upon Recipient as if fully set forth herein, regardless of whether it is reproduced in full within this document, provided separately, made available electronically, or incorporated by hyperlink or reference at the time of access or purchase.
In the event of any conflict, inconsistency, ambiguity, or omission between this Agreement and the Master Agreement, the Master Agreement shall control and prevail in all respects, including but not limited to matters of intellectual property ownership, confidentiality, non-use, non-disclosure, remedies, damages, arbitration, jurisdiction, fee-shifting, and enforcement.
Recipient expressly acknowledges and agrees that:
(a) access to the Course is conditioned upon acceptance of both agreements;
(b) Recipient is bound by the Master Agreement whether or not Recipient reviewed it in full; and
(c) Recipient waives any claim, defense, or argument based on lack of notice, failure to read, or alleged ambiguity arising from incorporation by reference.
SECTION 1. DEFINITIONS
1.1 "Owner," "Company," or "Principal Entity."
"Owner," "Company," or "Principal Entity" means Transformative Foundation LLC, a limited liability company organized under the laws of Kentucky, doing business as "Love Gen Z" and operating the Course, including any successor, parent, subsidiary, affiliate, merged, reorganized, or re-domiciled entity (collectively, the "Principal Entity").
All rights, remedies, duties, obligations, and enforceability under this Agreement are vested exclusively in Transformative Foundation LLC and any successor entities.
Kenneth Crumm, as the sole member and owner of Transformative Foundation LLC, shall not incur any personal liability for any act, omission, or breach related to this Agreement. Recipient expressly acknowledges and agrees that:
(a) enforcement, claims, or remedies are limited exclusively to Transformative Foundation LLC and its assets;
(b) no claim, demand, action, or proceeding may be brought against Kenneth Crumm personally;
(c) all protections afforded by the limited liability company structure and applicable entity law shall be fully respected; and
(d) Recipient waives any claim that enforcement of this Agreement against Transformative Foundation LLC constitutes a personal claim against Kenneth Crumm or any attempt to pierce, lift, or ignore the corporate veil.
1.2 “Love Gen Z.”
“Love Gen Z” refers to the business, brand, curriculum, intellectual property program, and any commercial enterprise operated under that trade name, regardless of its current legal structure. Upon formation, registration, conversion, re-domiciliation, merger, reorganization, or restructuring into any legal entity, including limited liability companies, corporations, partnerships, or foreign equivalents, all rights, duties, obligations, and enforceability under this Agreement shall automatically vest in and transfer to such entity by operation of contract, without requiring additional notice, consent, or action by the Recipient, and without affecting the validity or enforceability of this Agreement. Recipient acknowledges and agrees that any successor or reorganized entity retains all rights and remedies as if it were the original Owner. As of 12/18/2025, Love Gen Z operates under the legal entity Transformative Foundation LLC. All references to 'Love Gen Z' in this Agreement refer to the brand, curriculum, and intellectual property owned and operated by Transformative Foundation LLC.
1.3 “Recipient” or “Participant.”
Recipient” or “Participant” means any individual or entity that accesses, receives, uses, or participates in any program, materials, or services provided by the Owner or Principal Entity, whether directly or indirectly, including without limitation employees, contractors, affiliates, agents, salespeople, students, beta testers, reviewers, licensors, licensees, partners, or any third parties under their control. Recipient shall be jointly and severally responsible for any violation by themselves or by individuals acting under their direction or authority.
1.4 “Covered Materials.”
“Covered Materials” means all materials, content, intellectual property, and information provided, created, or owned by the Owner or Principal Entity, whether written, verbal, digital, AI-generated, printed, derivative, draft, unpublished, or conceptual, including, without limitation:
(a) Proprietary frameworks, curricula, scripts, guides, videos, software, text, worksheets, AI prompts, marketing systems, templates, lesson plans, workflows, training modules, strategic plans;
(b) Business models, pricing structures, methodologies, system architecture, product roadmaps, and operational systems;
(c) Confidential operational details, technological specifications, algorithms, datasets, prompts, marketing funnels, and internal communications.
Covered Materials include all derivatives, adaptations, embeddings, or excerpts and all versions uploaded, cached, or otherwise stored in any AI or automated system, regardless of the medium or platform.
1.5 “Confidential Information.”
Confidential Information” includes all non-public information, in any form or medium, relating to the Owner’s or Principal Entity’s business, intellectual property, operations, strategies, finances, customers, clients, spiritual content, curricula, marketing, trade secrets, technological processes, and any other information that a reasonable person would understand to be confidential or proprietary.
Confidential Information includes all Covered Materials, Questionnaire Responses, templates, AI prompts, system architectures, and any derivatives thereof.
1.6 “AI Systems.”
“AI Systems” means any artificial intelligence, machine learning model, neural network, transformer-based model, diffusion model, embedding system, API interface, autonomous agent, automated system, or any other software, hardware, firmware, algorithm, system, or platform, whether now known or hereafter developed, capable of storing, analyzing, learning from, generating, reproducing, synthesizing, processing, or otherwise using Covered Materials or Confidential Information. This includes, without limitation, GPT-based models, Claude, Gemini, LLaMA, Anthropic, MidJourney, Stable Diffusion, vector databases, fine-tuned models, reinforcement learning agents, quantum computing-based models, neural-symbolic systems, future generative, autonomous, hybrid, or collective intelligence systems, and any successor, derivative, or emergent technology for AI, automation, machine learning, or cognitive computing, whether deployed now or in the future, including but not limited to technologies widely adopted or constructed up to 100 years from the date of this Agreement.
Recipient acknowledges and agrees that no use, training, embedding, caching, or reproduction of Covered Materials or Confidential Information in any AI System, now or in the future, is authorized without express written consent from the Owner or Principal Entity.
1.7 “Breach.”
“Breach” means any unauthorized access, use, reproduction, disclosure, storage, screenshotting, recording, uploading, copying, embedding, teaching, distribution, or transmission of Covered Materials or Confidential Information. Each individual instance, derivative copy, screenshot, upload, or use constitutes a separate Violation. A Breach includes any facilitation of third-party access or indirect use.
1.8 “Jurisdiction.”
“Jurisdiction” means initially the State of Kentucky. At the Owner’s sole discretion, the governing jurisdiction may be changed to any other U.S. state, territory, federal district, or foreign jurisdiction. Any such change automatically amends this Agreement, is binding upon Recipient, and does not affect the enforceability, validity, or rights of the Owner, Principal Entity, or successor entities. Recipient expressly waives any objection or challenge based on a change of Jurisdiction.
1.9 "Operating Entity and Trade Name."
Transformative Foundation LLC is the sole legal entity that owns, operates, and controls the Love Gen Z course, brand, and all Covered Materials. "Love Gen Z" is a trade name, brand, and doing-business-as (DBA) name of Transformative Foundation LLC and does not constitute a separate legal entity.
All intellectual property, assets, contracts, and legal obligations related to the Love Gen Z course are owned by and vest in Transformative Foundation LLC exclusively.
Kenneth Crumm, as sole member and owner of Transformative Foundation LLC, acts solely in a representative capacity and incurs no personal liability under this Agreement or in connection with the Course.
SECTION 2. FORMATION, TRANSFERABILITY, ENTITY FLEXIBILITY, AND FUTURE TECHNOLOGIES
2.1 Immediate Enforceability Prior to Entity Registration.
THIS AGREEMENT IS FULLY ENFORCEABLE IMMEDIATELY UPON RECIPIENT’S ACCESS TO COVERED MATERIALS.
THIS AGREEMENT IS FULLY ENFORCEABLE IMMEDIATELY UPON RECIPIENT'S ACCESS TO COVERED MATERIALS. All rights, duties, obligations, remedies, and protections under this Agreement vest in and are enforceable by TRANSFORMATIVE FOUNDATION LLC, the duly organized limited liability company that owns and operates the Love Gen Z course and brand. These protections attach automatically without additional notice, signature, or acknowledgment by Recipient
ALL RIGHTS, DUTIES, OBLIGATIONS, REMEDIES, AND PROTECTIONS UNDER THIS AGREEMENT ARE EFFECTIVE RETROACTIVELY TO THE DATE OF FIRST ACCESS AND ATTACH AUTOMATICALLY WITHOUT ADDITIONAL NOTICE, SIGNATURE, OR ACKNOWLEDGMENT BY RECIPIENT. Recipient acknowledges and agrees that this retroactive enforceability is reasonable, necessary to protect Owner’s intellectual property, proprietary content, and business operations, and is made in good faith.
2.2 Automatic Transfer Upon Entity Formation or Reorganization.
UPON THE FORMATION, REGISTRATION, RE-DOMICILIATION, REORGANIZATION, MERGER, OR RESTRUCTURING OF LOVE GEN Z OR ANY SUCCESSOR, ASSIGN, OR REORGANIZED ENTITY, ALL RIGHTS, DUTIES, CLAIMS, OBLIGATIONS, REMEDIES, AND ENFORCEABILITY UNDER THIS AGREEMENT SHALL AUTOMATICALLY, IRREVOCABLY, AND UNCONDITIONALLY TRANSFER TO SUCH ENTITY BY OPERATION OF CONTRACT. RECIPIENT EXPRESSLY WAIVES ANY OBJECTION, NOTICE, OR CONSENT REQUIREMENT IN CONNECTION WITH SUCH TRANSFER. Recipient further acknowledges that such transfers are necessary to preserve corporate continuity, intellectual property rights, and the enforceability of all contractual provisions.
2.3 No Personal Liability for Owner.
ALL OBLIGATIONS, LIABILITIES, AND REMEDIES ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL RUN EXCLUSIVELY TO THE PRINCIPAL ENTITY. RECIPIENT ACKNOWLEDGES AND AGREES THAT NO CLAIM, DEMAND, ACTION, OR PROCEEDING MAY BE BROUGHT AGAINST KENNETH CRUMM PERSONALLY, AND ALL PROTECTIONS AFFORDED BY THE CORPORATE VEIL OR APPLICABLE ENTITY LAW SHALL BE FULLY RESPECTED. RECIPIENT FURTHER WAIVES ANY CLAIM THAT ENFORCEMENT OF THIS AGREEMENT AGAINST THE PRINCIPAL ENTITY CONSTITUTES A PERSONAL CLAIM AGAINST OWNER, AND AGREES THAT NO ATTEMPT SHALL BE MADE TO PIERCE, LIFT, OR IGNORE THE CORPORATE VEIL OR APPLICABLE ENTITY PROTECTIONS FOR ANY PURPOSE.
2.3A Limited Liability Company Protections; Single-Member LLC.
Recipient expressly acknowledges and agrees that Transformative Foundation LLC is a limited liability company and that Kenneth Crumm is the sole member. Recipient further acknowledges that:
(a) the limited liability protections afforded under [STATE] law to Transformative Foundation LLC and its sole member are valid, enforceable, and applicable to this Agreement;
(b) Recipient shall not attempt to pierce the corporate veil, disregard the entity, or impose personal liability on Kenneth Crumm under any theory, including but not limited to alter ego, undercapitalization, fraud, or commingling;
(c) Transformative Foundation LLC is adequately capitalized and operated as a separate legal entity with proper formalities observed;
(d) any claim, judgment, or liability arising under this Agreement is limited exclusively to the assets of Transformative Foundation LLC; and
(e) Recipient waives any argument that the single-member structure of Transformative Foundation LLC diminishes or eliminates the limited liability protections afforded by law.
This Section is a material term of this Agreement and a condition of Recipient's access to the Covered Materials.
2.4 Cross-Jurisdiction Continuity and International Enforcement.
IF OWNER RELOCATES, REORGANIZES, RE-DOMICILES, OR SELECTS A NEW GOVERNING LAW, JURISDICTION, OR FORUM—DOMESTIC OR INTERNATIONAL—THIS AGREEMENT REMAINS FULLY ENFORCEABLE IN SUCH NEW JURISDICTION. RECIPIENT EXPRESSLY CONSENTS TO AND IRREVOCABLY WAIVES ANY OBJECTION, CLAIM, OR DEFENSE BASED ON THE SELECTION OF GOVERNING LAW, FORUM, OR VENUE. Recipient further acknowledges that this provision extends to any future country, territory, state, or jurisdiction where Covered Materials may be accessed, including any application of international treaties, arbitration conventions (e.g., New York Convention 1958), or cross-border enforcement mechanisms.
2.5 Future Technologies, Platforms, and Emerging Systems.
Recipient acknowledges and agrees that all rights, duties, obligations, and remedies under this Agreement automatically extend to Covered Materials accessed, stored, copied, reproduced, or utilized by existing and future technologies, including but not limited to:
(a) Generative AI, machine learning systems, LLMs, transformer models, diffusion models, fine-tuned systems, vector databases, embeddings, and any technology capable of autonomous learning, creation, adaptation, or decision-making;
(b) Technologies demonstrating independent intelligence, reasoning, emergent consciousness, or self-directed action, including AI systems, autonomous agents, robotics, or any artificial entity capable of self-improvement, autonomous creation, or emergent cognition;
(c) Cloud computing, SaaS platforms, VR/AR/XR environments, blockchain, distributed ledgers, metaverse platforms, or any networked or distributed computing system; and
(d) Any future technologies, platforms, devices, or systems, whether known today or developed in the future, capable of storing, transmitting, reproducing, analyzing, embedding, or otherwise utilizing Covered Materials, whether or not such technologies exist today.
Recipient acknowledges that unauthorized use, reproduction, or distribution of Covered Materials via current or future technologies may cause harm that is difficult to quantify. Accordingly, all liquidated damages, attorney fees, injunctive relief, and other remedies set forth in this Agreement shall apply to such future unauthorized uses, including but not limited to emergent AI, autonomous systems, or other technologies not currently in existence. The parties agree that such liquidated damages represent a reasonable pre-estimate of anticipated harm and are not a penalty.
2.6 Recipient’s Consent to All Future Transitions and Amendments.
Recipient irrevocably consents and agrees that Owner may, at Owner’s sole discretion, unilaterally:
(a) Change the governing jurisdiction, venue, or governing law;
(b) Transfer or assign all rights, duties, obligations, and remedies to any successor, assign, reorganized, merged, or future entity;
(c) Modify, amend, or update any provision of this Agreement, including Sections 2.1–2.6, to accommodate entity changes, jurisdictional changes, technological developments, or operational requirements.
Such amendments or transfers shall be immediately binding upon Recipient’s continued access to Covered Materials without further notice, consent, signature, or acknowledgment by Recipient. Recipient acknowledges that these waivers and consents are irrevocable, enforceable under applicable law, and necessary for protection of intellectual property and business operations.
Notwithstanding the foregoing, any amendment shall apply prospectively only and shall not retroactively diminish rights or remedies that accrued prior to the amendment, unless required by law.
2.7 Severability and Blue-Pencil Authority.
If any provision of this Section is deemed invalid, unenforceable, overly broad, or inconsistent with applicable law by a court or arbitrator, such provision shall be modified or “blue-penciled” to the minimum extent necessary to make it enforceable, and the remaining provisions of this Section and the Agreement shall remain in full force and effect. Recipient expressly waives any argument that the unenforceability of a provision invalidates the remaining terms.
SECTION 3. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
3.1 Default Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, without regard to conflict of laws principles. Arbitration under this Agreement shall be governed by the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 et seq., to ensure enforceability in the United States and abroad. All rights, obligations, remedies, and provisions of this Agreement are intended to be fully enforceable under applicable law.
3.2 Owner’s Right to Change Jurisdiction.
Owner may, at any time and in Owner’s sole discretion, designate a new governing law, jurisdiction, or venue. Such designation:
(a) automatically amends this Section retroactively and prospectively, applying to all rights, duties, obligations, and remedies under this Agreement;
(b) requires no notice, signature, or consent by Recipient;
(c) is irrevocably binding on Recipient;
(d) shall not affect enforceability of any provisions of this Agreement; and
(e) may not be challenged by Recipient under any theory, including unconscionability, surprise, waiver, or any similar doctrine. Recipient expressly waives any claims or defenses arising from such changes.
3.3 Binding Arbitration (Maximum-Strength Format).
All disputes, claims, or controversies arising from or relating to this Agreement, Covered Materials, or the parties’ relationship shall be resolved exclusively by final, binding arbitration administered by the AAA Commercial Rules, JAMS, or another arbitration forum selected by Owner, with the following terms:
(a) expedited discovery;
(b) limited motions;
(c) non-appealable awards;
(d) confidentiality required;
(e) arbitrator empowered to grant all remedies available at law or equity, including injunctions, liquidated damages, punitive damages, attorneys’ fees, and costs;
(f) class, collective, representative, or private attorney general actions are waived and prohibited;
(g) arbitrations conducted in Scott County, Kentucky, unless Owner designates another venue;
(h) cross-border enforcement permitted under the New York Convention (1958) and any other applicable foreign arbitration laws or treaties, ensuring awards are enforceable in all jurisdictions recognizing arbitration awards under domestic or international law;
(i) Recipient expressly waives any right to a jury trial in any dispute arising under or relating to this Agreement.
3.4 Carve-Out for Equitable Relief.
For purposes of this carve-out, 'equitable relief' includes but is not limited to temporary restraining orders, preliminary and permanent injunctions, specific performance, and orders compelling destruction of unauthorized copies or materials. Such relief may be sought in any court of competent jurisdiction without first resorting to arbitration, and Recipient consents to expedited proceedings and waives any bond requirement.
Notwithstanding arbitration, Owner may seek immediate temporary restraining orders, preliminary injunctions, permanent injunctions, or other emergency relief in any court of competent jurisdiction, including courts located anywhere in the world. Recipient consents to the jurisdiction of any such court and irrevocably waives any objection to personal jurisdiction, venue, or forum.
3.5 Mandatory Fee-Shifting.
Recipient shall be fully responsible for, and shall indemnify and reimburse Owner for, all costs, fees, and expenses incurred in enforcing or defending Owner’s rights under this Agreement, including, without limitation:
(a) attorneys’ fees;
(b) expert witness fees;
(c) arbitration and court costs;
(d) forensic, investigative, or collection costs;
(e) pre- and post-judgment interest; and
(f) damages arising from Recipient’s breach, including actual, consequential, reputational, or liquidated damages.
Additionally, any attempt by Recipient to bypass arbitration, challenge jurisdiction, contest venue, or avoid enforcement of this Agreement shall trigger mandatory fee-shifting and indemnification obligations.
3.6 Venue for Court Actions.
For any court-based equitable relief, venue shall be Scott County, Kentucky, unless Owner selects another forum in Owner’s sole discretion. Recipient irrevocably consents to such venue selection.
3.7 Survival.
All provisions of Section 3 shall survive the termination or expiration of this Agreement and remain enforceable indefinitely, including arbitration, fee-shifting, equitable relief, and jurisdictional provisions.
SECTION 4. CONFIDENTIALITY OBLIGATIONS
4.1 Non-Disclosure Requirement
Recipient shall keep all Confidential Information strictly confidential and shall not, directly or indirectly, disclose, reproduce, transmit, summarize, describe, comment on, publicly discuss, screenshot, screen-record, re-teach, repost, or otherwise allow any third party—including contractors, employees, affiliates, AI systems, or agents—to access any Confidential Information without Owner’s prior written consent. Recipient acknowledges that all Confidential Information is proprietary, trade secret, and valuable intellectual property of Owner.
4.2 No Reverse Engineering or Derivative Use
Recipient shall not analyze, deconstruct, replicate, repackage, or create derivative works from Covered Materials in any form, including but not limited to notes, summaries, reinterpretations, paraphrased versions, AI-generated derivations, or any other adaptation. All derivative works, AI-generated content, reproductions, or adaptations created by Recipient or any third party via Recipient’s access to Covered Materials shall be deemed the exclusive property of Owner and automatically assigned to Owner without additional notice, signature, or consideration.
4.3 Future Technologies and Emerging Systems
Recipient acknowledges and agrees that all obligations under this Section extend to Covered Materials accessed, stored, copied, reproduced, or otherwise utilized by any current or future technologies, including but not limited to:
Generative AI, machine learning systems, LLMs, transformer models, diffusion models, fine-tuned AI systems, vector databases, embeddings, and other technologies capable of autonomous learning, creation, decision-making, or adaptation;
Technologies demonstrating independent intelligence, reasoning, or emergent consciousness, including AI systems, autonomous agents, robotics, or any artificial entity capable of self-directed action or self-improvement;
Cloud computing platforms, SaaS, VR/AR/XR environments, blockchain, distributed ledgers, metaverse platforms;
Any future technologies, systems, platforms, or entities developed over the next century or longer that could store, transmit, copy, reproduce, or otherwise utilize Covered Materials, whether or not such technologies exist today.
Unauthorized reproduction, distribution, or AI-assisted exploitation of Covered Materials via any of these technologies constitutes a material breach, triggering all remedies under this Agreement, including liquidated damages, actual and consequential damages, reputational damages, injunctive relief, and full reimbursement of Owner’s fees and costs.
4.4 Mandatory Reporting of Suspected Breach
Recipient shall notify Owner within twenty-four (24) hours of discovery, or as soon as reasonably practicable, of any suspected or actual breach of this Section, including unauthorized access, disclosure, or use by Recipient or any third party, contractor, employee, affiliate, or AI system under Recipient’s control.
4.5 Access Revocation
Owner may revoke Recipient’s access to Covered Materials at any time, in whole or in part, for any reason. Revocation does not limit, reduce, or otherwise affect Recipient’s obligations, liabilities, or enforcement rights under this Section.
4.6 Perpetual Confidentiality
Recipient’s obligations under this Section shall survive indefinitely, to the maximum extent permitted by law, including after termination, expiration, cessation of access, or revocation of participation. Such obligations shall continue for as long as any Confidential Information remains proprietary or constitutes a trade secret of Owner.
4.7 Third-Party and Affiliate Compliance
Recipient shall ensure that all third parties, contractors, employees, affiliates, AI agents, or other entities receiving Confidential Information via Recipient fully comply with these obligations. Recipient remains fully responsible and liable for any breach by such third parties.
4.8 Remedies for Breach
Recipient acknowledges that unauthorized use, disclosure, reproduction, or AI-assisted exploitation of Covered Materials may cause harm that is difficult or impossible to quantify. Accordingly, all remedies available under this Agreement—including but not limited to liquidated damages, actual and consequential damages, injunctive relief, attorneys’ fees, expert fees, and other enforcement costs—shall apply to any breach of this Section. Recipient agrees that the specified liquidated damages represent a reasonable pre-estimate of anticipated harm and are not a penalty.
4.9 Severability and Blue-Pencil Authority
If any provision of this Section is deemed overly broad, invalid, or unenforceable by a court or arbitrator, such provision shall be modified or “blue-penciled” to the minimum extent necessary to render it enforceable, and all remaining provisions shall remain in full force and effect.
SECTION 5. PURPOSE, INTENT, AND CONSTRUCTION OF AGREEMENT
The Parties expressly acknowledge and agree that the purpose of this Agreement is to establish clear, binding, and enforceable contractual obligations and rights, and that this Agreement shall be interpreted, applied, and enforced in a manner that maximally protects Owner, the Covered Materials, and Owner’s legitimate business, intellectual property, and reputational interests.
Without limiting the substantive provisions contained elsewhere in this Agreement, the Parties further acknowledge and agree that this Agreement is intended to accomplish the following objectives, which shall guide its interpretation and enforcement:
5.1 Protection of Intellectual Property and Proprietary Rights
To ensure that all Covered Materials, Work Product, curricula, frameworks, content, prompts, scripts, software, methodologies, systems, spiritual content, and all related intellectual property of Owner are fully protected against unauthorized access, copying, reproduction, distribution, transmission, disclosure, derivative works, reverse engineering, monetization, or exploitation of any kind, including through artificial intelligence, machine learning, automated systems, or emerging technologies, except as expressly authorized in writing by Owner.
5.2 Prevention of Misuse, Replication, and Competitive Exploitation
To prevent Recipient from using the Covered Materials, or any knowledge, insight, or understanding derived therefrom, to replicate, imitate, deconstruct, reverse engineer, circumvent, or create competing or substitutive products, services, programs, assessments, or offerings, whether directly or indirectly, and whether for commercial, nonprofit, or personal gain.
5.3 Assurance of Strict and Perpetual Confidentiality
To impose strict, continuing, and perpetual confidentiality obligations with respect to all Covered Materials and Confidential Information, including spiritual, revelatory, devotional, or transformative content, and to ensure that such obligations survive termination, revocation of access, or cessation of participation, as further set forth in this Agreement.
5.4 Preservation of Robust Legal and Equitable Remedies
To preserve and affirm Owner’s unfettered right to pursue all legal and equitable remedies available under this Agreement and applicable law, including but not limited to injunctive relief, temporary restraining orders, liquidated damages, disgorgement of revenues or profits, attorneys’ fees, expert fees, forensic investigation costs, and all other remedies at law or in equity, without limitation or offset, as expressly contemplated throughout this Agreement.
5.5 Entity Continuity, Successor Enforcement, and Veil Protection
To ensure continuity of enforceability across Owner’s current and future business structures, including the automatic transfer of all rights, duties, obligations, and remedies under this Agreement to any successor, reorganized, assigned, merged, reconstituted, or future entity of Owner, whether domestic or international, without notice or consent by Recipient, and to affirm that no provision of this Agreement shall be construed to permit any attempt to pierce, challenge, disregard, or circumvent the corporate veil or entity protections afforded to Owner or any successor entity.
5.6 Authorization of Monitoring, Auditing, and Forensic Enforcement
To support Owner’s right to implement reasonable monitoring, access controls, watermarking, audits, inspections, and forensic analyses for the purpose of detecting, preventing, or proving breaches of this Agreement, including unauthorized use, disclosure, derivative works, or AI-assisted exploitation of Covered Materials.
5.7 Preservation of Ownership of Work Product and Contributions
To confirm that all Work Product, refinements, enhancements, derivative materials, feedback, or contributions relating to the Covered Materials remain the exclusive property of Owner, and that no ownership, license, or right is conveyed to Recipient except as expressly and narrowly granted elsewhere in this Agreement.
5.8 Protection of Spiritual, Revelatory, and Transformative Components
To safeguard the spiritual, revelatory, devotional, and transformative elements of the Covered Materials from misuse, misrepresentation, misappropriation, or distortion, and to ensure such elements are afforded the same contractual protection as other proprietary content.
5.9 Future-Proofing Against Emerging Technologies
To ensure that all protections, restrictions, rights, and remedies under this Agreement apply fully to current and future technologies, platforms, systems, autonomous agents, artificial intelligence, robotics, cloud-based environments, virtual or augmented reality systems, distributed ledgers, and any technology capable of storing, transmitting, reproducing, learning from, or utilizing the Covered Materials, whether known or unknown at the time of execution.
5.10 Maximum Enforceability, Survival, and Protective Construction
To confirm that this Agreement is intended to be enforced to the maximum extent permitted by law, that all protective provisions survive termination, revocation, or cessation of access, and that any ambiguity shall be resolved in favor of preserving Owner’s rights, remedies, and protections rather than limiting them.
Recipient expressly acknowledges that the foregoing purposes are material to Owner’s willingness to provide access to the Covered Materials and agrees that this Agreement shall be construed consistently with these objectives in any judicial, arbitral, or administrative proceeding.
5.11 No Professional Status; Risk Allocation as Core Purpose.
A fundamental purpose of this Agreement is to expressly define, limit, and allocate risk arising from Recipient’s participation in the Course. Recipient acknowledges and agrees that the Course creator, instructors, presenters, and the entity owning or operating the Course, Recipient acknowledges and agrees that the Course creator, instructors, presenters, and Transformative Foundation LLC (the Company owning and operating the Course) do not hold themselves out as experts and possess no formal, licensed, certified, or accredited professional training; including Transformative Foundation LLC, do not hold themselves out as experts and possess no formal, licensed, certified, or accredited professional training in theology, psychology, psychiatry, counseling, medicine, social work, coaching, education, or any regulated or unregulated profession.
This Agreement is expressly intended to (a) disclaim the existence of any professional relationship or duty of care; (b) prevent reliance on the Course as professional, therapeutic, or expert guidance; (c) allocate all interpretive, emotional, psychological, spiritual, and life-decision risk exclusively to Recipient; and (d) limit the liability of Owner and its affiliated entities to the maximum extent permitted by law.
Recipient agrees that these risk-allocation provisions are material, bargained-for terms of this Agreement and that absent these provisions, Owner would not make the Course available.
Section 6. Enforcement Architecture.
A. Master Agreement Supremacy Clause
Master Agreement; Supremacy of Terms.
This Agreement constitutes the controlling and governing legal instrument between the parties with respect to the Covered Materials, Course, and all related access, use, restrictions, and obligations. In the event of any conflict, inconsistency, ambiguity, or omission between this Agreement and any other policy, notice, webpage, marketing material, checkout page, platform terms, or supplemental document—whether now existing or later created—this Agreement shall govern, control, and prevail to the maximum extent permitted by law.
Recipient expressly waives any claim that a conflicting document, platform policy, or later-dated notice supersedes or limits the enforceability of this Agreement.
B. Incorporation by Reference (Cross-Document Binding)
Incorporation by Reference.
All policies, notices, disclosures, addenda, schedules, exhibits, acknowledgments, and supplemental agreements referenced by this Agreement, presented at checkout, displayed on the Course platform, or otherwise made available in connection with the Course are hereby incorporated by reference and deemed part of this Agreement as if fully set forth herein.
Recipient agrees that acceptance of this Agreement constitutes acceptance of all incorporated materials, whether reviewed individually or not.
C. Anti-Fragmentation / No Cherry-Picking Clause.
No Fragmentation; Agreement Enforced as a Whole.
Recipient agrees that this Agreement shall be interpreted, enforced, and applied as a unified and integrated contract. No provision may be isolated, severed, or selectively enforced to weaken the overall intent, protections, or remedies afforded to Owner.
Any attempt to challenge, invalidate, or avoid a specific clause while retaining the benefits of the Agreement constitutes a material breach.
D. Survival & Post-Termination Enforcement Clause
Survival of Obligations.
All provisions relating to intellectual property, confidentiality, non-use, non-disclosure, non-competition, AI restrictions, remedies, damages, fee-shifting, arbitration, jurisdiction, corporate veil protection, and enforcement survive indefinitely, including after:
Course completion
Access revocation
Account deletion
Refunds or chargebacks
Termination for any reason
Recipient’s obligations are not conditioned on continued access.
E. Default Remedies + Escalation Logic
Default Remedies and Escalation.
Upon any breach or threatened breach, Owner may, in Owner’s sole discretion and without limitation:
Immediately revoke access (without refund);
Issue a cease-and-desist notice (optional, not required);
Seek injunctive or equitable relief without posting bond;
Invoke liquidated damages per violation;
Pursue full actual, consequential, reputational, and punitive damages;
Recover all enforcement costs, including attorneys’ fees and forensic expenses;
Escalate to arbitration or court as permitted under this Agreement.
Owner is not required to exhaust any remedy before pursuing another.
F. Waiver of Technical Defenses
Waiver of Technical Defenses.
Recipient expressly waives any defense based on:
Lack of notice
Failure to read or understand the Agreement
Platform-based limitations
Electronic acceptance challenges
Alleged ambiguity where intent is clear
Claims of unfair surprise or adhesion, to the extent permitted by law
Recipient acknowledges that the restrictions and remedies herein are reasonable, necessary, and proportionate to protect Owner’s interests.
G. Blue-Pencil + Maximum Enforcement Mandate
Judicial Modification; Maximum Enforceability.
If any provision of this Agreement is held unenforceable, invalid, or overly broad, such provision shall be modified to the minimum extent necessary to render it enforceable, while preserving Owner’s original intent to the maximum degree permitted by law. All remaining provisions shall remain in full force and effect.
SECTION 7. COPYRIGHT OWNERSHIP, NOTICE, AND ENFORCEMENT
7.1 Copyright Ownership; Reservation of Rights.
All Covered Materials constitute original works of authorship and are protected by United States copyright law (Title 17, United States Code), applicable state laws, and international treaties, including the Berne Convention. Owner is the sole and exclusive owner of all right, title, and interest in and to the Covered Materials, including all copyrights, moral rights, neighboring rights, and all renewals and extensions thereof.
All rights not expressly granted to Recipient under this Agreement are expressly reserved by Owner. No implied license, waiver, or transfer of rights shall be deemed to exist by virtue of access, purchase, participation, or payment.
7.2 No Transfer of Ownership.
Recipient acknowledges and agrees that access to the Covered Materials does not convey ownership of any intellectual property rights. Recipient acquires no ownership interest, copyright interest, or license beyond the limited, revocable license expressly set forth in this Agreement.
Any use of the Covered Materials outside the scope of the expressly granted license constitutes copyright infringement and a material breach of this Agreement.
7.3 Copyright Notice.
The Covered Materials are published with the following notice, which Recipient acknowledges as valid and enforceable regardless of formatting or placement:
© 2025 Transformative Foundation LLC. All Rights Reserved. Love Gen Z is a trade name and brand of Transformative Foundation LLC.
Failure to display or reproduce the copyright notice shall not limit or waive Owner’s rights.
7.4 Prohibited Acts Constituting Infringement.
Without limiting other prohibitions in this Agreement, Recipient shall not, directly or indirectly:
Copy, reproduce, distribute, transmit, or publicly display the Covered Materials;
Create derivative works or adaptations;
Upload, input, or incorporate the Covered Materials into any AI system, dataset, or automated process;
Sell, license, sublicense, rent, lease, or otherwise exploit the Covered Materials;
Enable or permit any third party to engage in any of the foregoing.
Each unauthorized act constitutes a separate and independent infringement and breach.
7.5 DMCA and Platform Enforcement Authority.
Recipient expressly acknowledges and agrees that Owner is authorized, in Owner’s sole discretion and without prior notice to Recipient, to:
Issue takedown notices under the Digital Millennium Copyright Act (17 U.S.C. § 512);
Submit copyright infringement complaints to hosting providers, platforms, marketplaces, payment processors, and social media services;
Seek removal, suspension, demonetization, or termination of Recipient’s accounts or content.
Recipient irrevocably waives any claim, counterclaim, or cause of action arising from or relating to such enforcement actions.
7.6 Statutory Damages and Remedies Acknowledgment.
Recipient acknowledges that unauthorized use of the Covered Materials may subject Recipient to statutory damages, actual damages, disgorgement of profits, attorneys’ fees, and costs pursuant to 17 U.S.C. §§ 504–505, in addition to all contractual remedies provided under this Agreement.
Recipient further acknowledges that damages may be cumulative and that Owner is not required to elect between contractual remedies and statutory remedies.
7.7 Survival.
This Section 7 survives termination, revocation of access, completion of the course, expiration of this Agreement, and any cessation of the relationship between Owner and Recipient, in perpetuity.
SECTION 8. LIMITED LICENSE GRANT; REAFFIRMATION UPON PURCHASE; INDEPENDENT ACCEPTANCE
8.0 Conditional Access; Clickwrap Assent; Binding Acceptance
Recipient acknowledges and agrees that access to the Course, Covered Materials, preview content, account creation, and any related services is expressly conditioned upon Recipient’s affirmative assent to this Agreement through a clickwrap mechanism (including, without limitation, checking a box stating “I agree to the Terms and Conditions,” clicking “Create Account,” “Enroll,” “Purchase,” or any functionally equivalent action).
Recipient acknowledges that this Agreement was presented in a clear, readable format, with reasonable opportunity to review, download, or print prior to assent.
Recipient expressly agrees that:
(a) such affirmative action constitutes a knowing, voluntary, and intentional manifestation of assent to be legally bound by this Agreement;
(b) this Agreement is enforceable to the same extent as a handwritten signature under applicable law, including the Uniform Electronic Transactions Act (UETA), the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), and any analogous state or international laws;
(c) Recipient may not access, preview, purchase, use, or continue using any portion of the Course or Covered Materials without agreeing to this Agreement in its entirety; and
(d) any access to preview materials, free content, introductory videos, or account-level features prior to purchase constitutes acceptance of, and is governed by, this Agreement. Recipient acknowledges that access to preview materials and account-level features constitutes valuable consideration sufficient to form a binding contract
Recipient further acknowledges that this Agreement is presented in a clear and conspicuous manner prior to acceptance, that Recipient has the opportunity to review the Agreement in full before assenting, and that continued access or use following acceptance constitutes ongoing reaffirmation of consent.
Any attempt to access or use the Course or Covered Materials without assent, or after revocation or termination of this Agreement, shall constitute unauthorized access and a material breach, entitling Owner to immediate injunctive relief, termination of access, and all remedies available under this Agreement and applicable law.
Conditional Access.
Access to the Course, Covered Materials, preview content, accounts, platforms, videos, or any portion thereof is expressly conditioned upon Recipient’s affirmative acceptance of this Agreement.
Clickwrap Assent.
Recipient acknowledges and agrees that acceptance of this Agreement occurs through a clickwrap mechanism, including but not limited to selecting a checkbox, button, or similar affirmative action indicating “I Agree,” “Accept,” or equivalent language, prior to account creation, access to preview materials, or purchase.
Recipient further acknowledges that such clickwrap assent constitutes a legally binding signature and agreement under applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state electronic transaction laws.
Binding Acceptance Without Signature.
Recipient agrees that no physical signature is required for this Agreement to be enforceable. Recipient’s electronic assent, access to the Course, creation of an account, viewing of preview materials, or use of the Covered Materials constitutes knowing, voluntary, and binding acceptance of all terms herein.
No Access Without Acceptance.
If Recipient does not agree to this Agreement, Recipient must not access, register for, preview, purchase, or use the Course or Covered Materials in any capacity. Any access or use without acceptance constitutes unauthorized access and a material breach.
Record of Assent.
Recipient agrees that Owner may maintain electronic records of assent, access logs, timestamps, IP addresses, account activity, or transaction data as conclusive evidence of acceptance and enforceability of this Agreement.
Independent Acceptance Upon Purchase.
Recipient acknowledges and agrees that completion of any purchase, payment, or transaction for access to the Course constitutes a separate, independent, and reaffirmed acceptance of this Agreement, in addition to any prior clickwrap or electronic assent.
No Refund-Based Avoidance.
Recipient agrees that payment for the Course confirms Recipient’s understanding of and agreement to all terms herein, and that no claim of lack of notice, misunderstanding, surprise, or procedural unfairness may be asserted based on payment having occurred.
Conclusive Evidence of Assent.
Recipient agrees that purchase records, payment confirmations, receipts, transaction logs, or access activation following payment shall constitute conclusive evidence of Recipient’s knowing and voluntary acceptance of this Agreement.
Waiver of Post-Purchase Challenges.
Recipient irrevocably waives any claim that this Agreement is unenforceable due to timing of assent, lack of negotiation, adhesion, or post-purchase presentation of terms.
8.1 REAFFIRMATION UPON PURCHASE; INDEPENDENT ACCEPTANCE
8.1 Limited, Revocable, Personal-Use License Only.
Subject to Recipient’s full, continuous, and strict compliance with this Agreement, Owner grants Recipient a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Covered Materials solely for Recipient’s personal, individual, non-commercial educational purposes.
No other rights are granted, whether expressly or by implication.
8.2 No Ownership; Reservation of All Rights.
Recipient acknowledges and agrees that:
The Covered Materials are licensed, not sold;
Recipient acquires no ownership, equity, authorship, or proprietary interest in the Covered Materials or any derivative thereof; and
All rights not expressly granted are expressly reserved by Owner.
8.3 Prohibited Uses.
Without Owner’s prior express written consent, Recipient shall not:
Copy, reproduce, distribute, transmit, display, perform, publish, or share the Covered Materials;
Create derivative works, adaptations, summaries, or reinterpretations for external use;
Use the Covered Materials for commercial, instructional, coaching, counseling, organizational, church, group, corporate, or institutional purposes;
Upload, input, train, store, or process the Covered Materials in any AI system, database, cloud service, or automated tool;
License, sublicense, assign, rent, lease, sell, or otherwise exploit the Covered Materials.
8.4 Automatic Termination Upon Breach.
This license automatically and immediately terminates upon any breach or suspected breach of this Agreement, without notice, refund, or opportunity to cure.
Upon termination, Recipient must immediately:
Cease all use of the Covered Materials;
Permanently delete all copies, downloads, screenshots, recordings, notes, and derivatives; and
Certify deletion upon Owner’s request.
8.5 Survival of Restrictions.
All restrictions, prohibitions, ownership provisions, and enforcement rights under this Section survive termination, expiration, revocation of access, payment disputes, or cessation of participation for any reason, including Sections 8.0 and 8.7–8.11.
8.6 No Waiver by Access or Payment.
Payment for access, continued availability of the Covered Materials, or failure by Owner to immediately enforce any provision does not constitute a waiver of Owner’s rights or an expansion of the license granted herein.
SECTION 8.7 — MARKETING, EXPRESSIVE CONTENT, AND NO-RELIANCE DISCLAIMER
8.7 Marketing and Expressive Nature of Website Content.
Recipient acknowledges and agrees that any statements, descriptions, representations, testimonials, narratives, videos, imagery, illustrations, metaphors, examples, success stories, or written content appearing on Owner’s website, landing pages, sales pages, checkout pages, emails, advertisements, social media accounts, podcasts, interviews, or other promotional or informational materials (collectively, “Marketing Content”) are provided solely for expressive, inspirational, educational, illustrative, or marketing purposes.
Such Marketing Content constitutes generalized statements of aspiration, belief, opinion, theology, philosophy, personal perspective, or subjective experience, and does not constitute factual representations, guarantees, promises, professional advice, or statements of measurable or objective outcomes.
Marketing Rankings, Superlatives, and Comparative Statements.
Recipient acknowledges and agrees that any references to the Course as “#1,” “the best,” “leading,” “top,” “premier,” or similar rankings, superlatives, or comparative statements appearing in Marketing Content are expressions of marketing opinion, aspiration, or promotional language, not statements of verifiable fact.
Recipient further acknowledges that such statements do not represent audited rankings, third-party endorsements, market share data, consumer surveys, or objective performance metrics, unless expressly stated otherwise in writing. Recipient expressly agrees that no reliance has been placed on such statements in deciding to access, purchase, or use the Course.
Approximate Quantitative Descriptions.
Recipient acknowledges and agrees that any numerical, statistical, or quantitative descriptions in Marketing Content — including, without limitation, statements regarding the number of videos, duration of videos, percentage of videos under a specified length, course structure, pacing, or content distribution — are approximate, non-guaranteed estimates provided for general informational purposes only.
Recipient acknowledges that such figures may change over time due to updates, revisions, additions, removals, or reorganization of content, and that minor variations or inaccuracies do not constitute a breach, misrepresentation, or failure of performance. Recipient expressly agrees not to rely on such approximations as material terms of this Agreement.
8.8 No Guarantees or Promises of Outcomes.
Recipient expressly acknowledges and agrees that Owner makes no representations, warranties, guarantees, assurances, or promises, express or implied, regarding any specific results or outcomes arising from access to or use of the Course or Covered Materials, including but not limited to:
(a) personal transformation, clarity, certainty, healing, peace, fulfillment, purpose, identity formation, or emotional well-being;
(b) psychological, mental, emotional, or spiritual effects or experiences;
(c) behavioral change, life improvement, relational outcomes, vocational outcomes, or destiny realization; or
(d) any subjective or objective benefit described, implied, or illustrated in Marketing Content.
Any references to transformation, certainty, peace, immovability, fulfillment, or similar language are non-literal, aspirational, subjective, and non-verifiable, and shall not be construed as guarantees or inducements.
8.9 No Reasonable Reliance; Assumption of Risk.
Recipient expressly agrees and acknowledges that Recipient has not relied, and will not rely, upon any statement, description, testimonial, example, promise, expectation, or representation contained in Marketing Content when deciding to access, purchase, or use the Course.
Recipient further acknowledges that:
(a) any perceived benefits or outcomes described in Marketing Content are individual, subjective, and non-transferable;
(b) different individuals may experience materially different outcomes or no outcomes at all; and
(c) Recipient assumes all risk arising from Recipient’s interpretation, application, or implementation of any ideas, questions, reflections, or materials provided in the Course.
8.10 Agreement Controls Over All Other Statements.
This Agreement constitutes the sole, complete, and controlling statement of the parties’ rights, obligations, and understandings with respect to the Course and Covered Materials.
In the event of any inconsistency, ambiguity, or conflict between this Agreement and any Marketing Content, this Agreement shall govern, control, and supersede, regardless of timing, prominence, or medium of publication.
8.11 Waiver of Reliance-Based and Outcome-Based Claims.
To the maximum extent permitted by law, Recipient irrevocably waives, releases, and forever discharges Owner and its successors, affiliates, officers, managers, members, contractors, licensors, and agents from any and all claims, causes of action, or theories of liability, whether known or unknown, arising from or relating to:
(a) reliance on Marketing Content;
(b) alleged misrepresentation, omission, inducement, expectation, or promise based on promotional language;
(c) dissatisfaction with subjective or perceived outcomes; or
(d) any personal, emotional, psychological, spiritual, physical, or third-party consequence allegedly resulting from participation in the Course.
Recipient acknowledges that this waiver is a material inducement to Owner’s provision of access to the Course and Covered Materials.
SECTION 9. RECIPIENT CONTRIBUTIONS, ATTRIBUTION, AND NO OWNERSHIP
9.1 No Ownership Interest; Reservation of Rights
Recipient acknowledges and agrees that all Covered Materials, including all curricula, frameworks, methodologies, prompts, scripts, assessments, explanations, spiritual content, and instructional materials, are and shall remain the sole and exclusive property of Owner.
No provision of this Agreement, nor Recipient’s access to or use of the Covered Materials, shall be construed as granting Recipient any ownership interest, intellectual property right, license, or proprietary claim in or to the Covered Materials or any derivative thereof, except for the limited license expressly granted elsewhere in this Agreement. All rights not expressly granted are expressly reserved by Owner.
9.2 Permitted Discussion of High-Level Insights With Mandatory Attribution
Recipient may publicly discuss general, high-level insights or learnings derived from the Covered Materials only if all of the following conditions are met:
(a) such discussion does not disclose Confidential Information, proprietary frameworks, specific methodologies, prompts, scripts, assessments, or course materials;
(b) such discussion is transformational commentary, not instructional replication or substitution for the Course;
(c) Recipient provides clear and conspicuous attribution, stating that the insight was derived from or inspired by the Love Gen Z course; and
(d) such discussion does not imply ownership, authorship, endorsement, partnership, or licensing rights with respect to the Covered Materials.
Failure to include attribution or compliance with this subsection constitutes a material breach.
9.3 Absolute Prohibition on Licensing, Monetization, or Free Distribution
Recipient expressly agrees that Recipient shall not, directly or indirectly, without Owner’s prior explicit written consent:
(a) sell, license, sublicense, assign, distribute, or otherwise commercialize any insight, framework, explanation, or concept derived from the Covered Materials;
(b) offer such materials for free, donation-based, or promotional purposes;
(c) incorporate such materials into any product, service, course, coaching program, assessment, ministry, training, or offering; or
(d) authorize or permit any third party to do any of the foregoing.
Any unauthorized monetization, licensing, or distribution—whether paid or unpaid—shall constitute a willful breach and trigger all remedies available under this Agreement, including liquidated damages and disgorgement.
9.4 Recipient Submissions; Work Made for Hire; Assignment
Any feedback, suggestions, improvements, refinements, commentary, testimonials, submissions, annotations, questions, or derivative insights provided by Recipient to Owner, whether oral, written, digital, or otherwise (“Recipient Contributions”), shall be deemed a “work made for hire” to the maximum extent permitted by law.
To the extent any such Recipient Contribution does not qualify as a work made for hire, Recipient hereby irrevocably assigns to Owner all right, title, and interest therein, including all intellectual property rights, worldwide, in perpetuity, without additional compensation.
Recipient waives any moral rights, attribution rights, or claims of ownership relating to such Recipient Contributions.
9.5 No Implied License; No Estoppel
Recipient acknowledges and agrees that:
(a) no implied license is granted under this Agreement;
(b) Owner’s silence, inaction, or failure to enforce any provision shall not constitute consent, waiver, or authorization; and
(c) Recipient may not assert estoppel, implied consent, or course-of-dealing defenses with respect to use of the Covered Materials.
9.6 Survival
The provisions of this Section 9 shall survive termination, expiration, revocation of access, completion of the Course, or cessation of any relationship between the parties.
SECTION 10. NON-USE, NON-COMPETE, NON-CIRCUMVENTION
10.1 Purpose and Scope of Restriction
Recipient acknowledges that the Covered Materials embody proprietary intellectual property, confidential methodologies, sequencing, question architecture, spiritual frameworks, and commercial strategies developed by Owner at substantial time, expense, and risk.
Accordingly, the restrictions in this Section are narrowly tailored to protect Owner’s legitimate business interests and do not prohibit general competition, only misuse of the Covered Materials.
10.2 Non-Use for Competitive or Substituting Purposes
Recipient shall not, directly or indirectly, use the Covered Materials or any knowledge, insight, structure, sequencing, methodology, or derivative understanding obtained through access to the Covered Materials to:
(a) create, design, develop, market, sell, license, or distribute any product, service, course, assessment, coaching program, diagnostic, framework, or tool that is substantially similar to, functionally equivalent to, or reasonably substitutable for the Course or any Owner offering;
(b) assist, advise, consult with, or provide input to any third party in connection with any such competing or substituting product or service;
(c) train, prompt, inform, or guide any artificial intelligence, automation system, or third party for the purpose of recreating or approximating the Covered Materials.
This restriction applies only to use of knowledge derived from the Covered Materials and does not restrict Recipient’s independent knowledge or pre-existing skills.
10.3 Non-Circumvention
Recipient shall not circumvent, bypass, or attempt to avoid the intent or protections of this Agreement by:
(a) rephrasing, reorganizing, or fragmenting Covered Materials to disguise their origin;
(b) distributing partial, summarized, paraphrased, or “inspired by” versions of the Covered Materials;
(c) combining Covered Materials with other content to claim independent authorship;
(d) acting through agents, affiliates, entities, collaborators, or intermediaries to accomplish what Recipient is prohibited from doing directly.
Any such conduct shall be deemed a material breach.
10.4 Non-Exploitation of Frameworks and Question Architecture
Recipient acknowledges that the structure, sequencing, logic, and cumulative design of the Course—including question order, progression, framing, and interdependence—constitute protectable intellectual property.
Recipient shall not replicate or reuse such structure, even if individual questions or concepts are modified, reworded, or abstracted.
10.5 Temporal and Geographic Reasonableness
The restrictions in this Section apply:
(a) during Recipient’s access to the Course; and
(b) thereafter for so long as the Covered Materials remain confidential or commercially valuable, or until publicly released by Owner.
Recipient agrees that these restrictions are reasonable in scope, duration, and geography due to the digital and global nature of the Course.
10.6 Acknowledgment of Enforceability
Recipient expressly acknowledges and agrees that:
(a) this Section does not prohibit Recipient from engaging in lawful competition unrelated to the Covered Materials;
(b) violation of this Section would cause irreparable harm not adequately compensable by monetary damages alone; and
(c) Owner shall be entitled to immediate injunctive relief, in addition to liquidated damages, disgorgement, and fee-shifting as provided elsewhere in this Agreement.
10.7 Survival
This Section survives termination, revocation of access, expiration of the Agreement, and cessation of participation, regardless of cause.
SECTION 11. LIQUIDATED DAMAGES, DISGORGEMENT, AND MONETARY REMEDIES
11.1 Acknowledgment of Irreparable and Difficult-to-Quantify Harm
Recipient acknowledges and agrees that any unauthorized use, disclosure, copying, redistribution, monetization, AI training, derivative use, circumvention, or exploitation of the Covered Materials will cause substantial harm to Owner that is inherently difficult or impossible to precisely quantify. Such harm includes, without limitation, loss of exclusivity, loss of market advantage, dilution of intellectual property, reputational damage, erosion of goodwill, loss of licensing opportunities, and long-term competitive injury.
Recipient further acknowledges that monetary damages alone may be inadequate to fully compensate Owner absent the remedies expressly provided in this Agreement.
11.2 Liquidated Damages (Per-Violation Basis)
Accordingly, the parties agree that, in the event of any breach of this Agreement—including but not limited to violations of Sections 4 (Confidentiality), 7–10 (Copyright, License, Contributions, Non-Use), 12 (AI & Emerging Technologies), or any IP-related provision—Recipient shall be liable for liquidated damages in the amount of:
TWO HUNDRED FIFTY THOUSAND DOLLARS (US $250,000) PER VIOLATION,
per instance, per copy, per disclosure, per upload, per AI ingestion, per derivative use, or per distribution event, whichever results in the greater number of violations.
Each act, omission, file, transmission, upload, model ingestion, screenshot, share, or access constitutes a separate and independently compensable violation.
If any liquidated damages provision is determined to exceed a reasonable estimate of anticipated harm, the court or arbitrator shall reduce such amount to the maximum enforceable level rather than invalidating the provision.
11.3 Liquidated Damages Are Not a Penalty
Recipient expressly agrees that:
(a) the liquidated damages set forth herein represent a reasonable pre-estimate of anticipated harm at the time of contracting;
(b) actual damages would be extremely difficult or impossible to calculate with certainty; and
(c) the liquidated damages are not punitive, not a penalty, and are intended to compensate Owner for losses that are otherwise unquantifiable.
Recipient irrevocably waives any claim or defense that such damages constitute an unenforceable penalty.
11.4 Disgorgement of Profits and Revenue Surrender
In addition to liquidated damages, Owner shall be entitled to full disgorgement of:
(a) all revenues, proceeds, profits, or financial benefits—direct or indirect—derived from or attributable to the breach;
(b) all downstream monetization, licensing, consulting, teaching, coaching, AI deployment, or derivative exploitation; and
(c) all cost savings, efficiencies, or competitive advantages obtained through unauthorized use.
Disgorgement shall apply regardless of profitability and without offset for expenses.
11.5 Attorneys’ Fees, Expert Fees, and Enforcement Costs
Recipient shall be responsible for all costs incurred by Owner in enforcing this Agreement, including without limitation:
(a) attorneys’ fees (transactional, litigation, arbitration, appellate);
(b) expert witness fees;
(c) forensic, technical, and AI-analysis costs;
(d) investigative and monitoring expenses;
(e) arbitration and court costs;
(f) collection costs; and
(g) pre-judgment and post-judgment interest at the maximum rate permitted by law.
This obligation applies regardless of forum, regardless of outcome, and regardless of whether formal proceedings are initiated.
11.6 Cumulative and Non-Exclusive Remedies
All remedies provided under this Section are cumulative and non-exclusive and are in addition to any remedies available at law or in equity, including injunctive relief, specific performance, statutory damages, and equitable accounting.
Owner’s election of any remedy shall not preclude the pursuit of any other remedy.
11.7 Survival
This Section survives termination, expiration, revocation of access, chargeback, refund, account deletion, entity restructuring, or any cessation of the Recipient’s participation in the Course, in perpetuity.
SECTION 12. AI, MACHINE LEARNING & EMERGING TECHNOLOGY RESTRICTIONS
Recipient acknowledges that the prohibitions in this Section extend to inadvertent or unknowing violations, including through auto-save features, cloud backup systems, browser caching, or AI assistant integrations that may automatically capture content without explicit user initiation. Recipient bears responsibility for ensuring all systems and tools used to access Covered Materials comply with these restrictions.
12.1 Absolute Prohibition on AI Training and Model Development
Recipient shall not, directly or indirectly, knowingly or unknowingly, voluntarily or involuntarily, use, upload, input, transmit, disclose, expose, scrape, mine, or otherwise make available any Covered Materials, in whole or in part, to:
(a) any artificial intelligence system, machine learning system, large language model (LLM), neural network, transformer model, diffusion model, generative model, fine-tuned model, autonomous agent, or similar system;
(b) any dataset, corpus, vector database, embedding store, retrieval-augmented generation (RAG) system, memory layer, prompt library, or training, testing, evaluation, or validation pipeline; or
(c) any system designed to learn, adapt, infer, generate, predict, simulate, reason, or produce outputs based in whole or in part on Covered Materials.
This prohibition applies regardless of whether such systems are operated by Recipient, a third party, an employer, an educational institution, a platform provider, or any automated tool.
12.2 No AI-Assisted Derivation, Prompting, or Reconstruction
Recipient shall not use Covered Materials to:
(a) prompt, seed, guide, instruct, fine-tune, or condition any AI or automated system;
(b) generate summaries, paraphrases, rewrites, interpretations, frameworks, schemas, decision trees, assessments, or derivative outputs using AI assistance; or
(c) reconstruct, approximate, simulate, or replicate Covered Materials or their functional equivalents through AI-assisted means.
Any AI-assisted output that is substantially similar in structure, sequence, logic, or function to the Covered Materials shall be deemed a prohibited derivative work and a material breach of this Agreement.
12.3 Prohibition on Storage, Caching, and Retention by Automated Systems
Recipient shall not permit Covered Materials to be:
(a) stored, cached, indexed, retained, memorized, embedded, or persistently recorded by any AI system or automated platform;
(b) incorporated into system logs, conversation histories, training memories, or long-term storage layers; or
(c) retained beyond ephemeral, transient processing that does not result in storage, learning, or reproduction.
Recipient bears sole responsibility for ensuring that any tools used do not retain, learn from, or reuse Covered Materials.
12.4 Future and Emerging Technologies
Recipient acknowledges and agrees that the restrictions in this Section apply to all current and future technologies, whether now known or later developed, including but not limited to:
(a) generative AI, machine learning systems, autonomous agents, robotics, synthetic intelligence, and artificial general intelligence (AGI);
(b) systems demonstrating independent reasoning, self-learning, self-modification, emergent intelligence, or autonomous decision-making, whether or not such systems are characterized as “conscious” or “sentient”;
(c) virtual, augmented, mixed, or extended reality environments (VR/AR/XR), metaverse platforms, simulations, digital twins, and immersive systems;
(d) blockchain-based systems, distributed ledgers, decentralized storage, smart contracts, tokenized datasets, and cryptographic knowledge systems; and
(e) any future technology capable of storing, transmitting, reproducing, learning from, or exploiting Covered Materials in any form.
The parties expressly agree that technological novelty or unforeseeability shall not limit enforceability of this Agreement.
12.5 Presumption of Irreparable Harm and Future Damages
Recipient acknowledges that unauthorized AI-related use of Covered Materials may result in irreversible dissemination, loss of exclusivity, dilution of value, reputational harm, and competitive displacement, the full extent of which may not be immediately ascertainable.
Accordingly:
(a) any breach of this Section shall be deemed to cause irreparable harm for which monetary damages alone are insufficient;
(b) Owner shall be entitled to immediate injunctive relief without the requirement of posting bond; and
(c) all remedies under this Agreement, including liquidated damages, disgorgement of profits, future damages, attorneys’ fees, expert fees, and forensic investigation costs, shall apply.
12.6 Indemnification for AI-Related Misuse
Recipient shall indemnify, defend, and hold harmless Owner and all successor entities from and against any and all claims, losses, liabilities, damages, penalties, costs, and expenses (including attorneys’ fees and expert costs) arising out of or related to:
(a) Recipient’s use of AI or automated systems involving Covered Materials;
(b) any third-party claim that an AI system trained, prompted, or influenced by Recipient infringes intellectual property, privacy, or other rights; or
(c) any regulatory, statutory, or contractual violation arising from Recipient’s AI-related conduct.
12.7 Survival and Independent Enforcement
The obligations set forth in this Section:
(a) survive termination, expiration, revocation of access, or cessation of participation in the Course;
(b) are independent of payment status or platform access; and
(c) may be enforced separately and cumulatively with all other provisions of this Agreement.
SECTION 13. PLATFORM, PAYMENT, & CHARGEBACK PROTECTIONS
13.1 Payment Processing; Third-Party Platforms
Recipient acknowledges that access to the Covered Materials may be facilitated through third-party platforms, processors, or service providers, including but not limited to Stripe, payment gateways, learning management systems, hosting providers, or content delivery platforms (“Payment and Access Platforms”).
Recipient agrees that:
(a) Owner is not responsible for the independent actions, errors, outages, or policies of any Payment or Access Platform;
(b) Recipient’s obligations under this Agreement exist independently of any platform terms; and
(c) Any platform-related issue does not excuse or suspend Recipient’s obligations under this Agreement.
13.2 No Chargeback Abuse; Good-Faith Requirement
Recipient agrees not to initiate any chargeback, payment reversal, refund demand, or dispute through any bank, credit card issuer, payment processor, or platform except in cases of verifiable, unauthorized fraud.
Recipient expressly acknowledges and agrees that:
(a) Access to the Covered Materials constitutes delivery of digital goods and services;
(b) Chargebacks based on dissatisfaction, misunderstanding, non-use, or alleged lack of results are improper and constitute a material breach of this Agreement; and
(c) Any chargeback or payment dispute initiated in bad faith shall be deemed a willful breach.
13.3 Chargebacks Do Not Void Legal Obligations
Recipient acknowledges that:
(a) Any chargeback, reversal, or refund—whether successful or not—does not revoke, cancel, or limit Recipient’s obligations under this Agreement;
(b) Intellectual property protections, confidentiality obligations, non-use restrictions, and enforcement rights survive any payment dispute; and
(c) Owner retains all enforcement rights regardless of payment status.
13.4 Chargeback Remedies and Costs
In the event of a chargeback or payment dispute initiated by Recipient in violation of this Agreement, Recipient agrees that Owner shall be entitled to recover, in addition to any other remedies:
(a) all chargeback fees, penalties, and administrative costs imposed by payment processors or platforms;
(b) all attorneys’ fees, expert fees, and enforcement costs incurred;
(c) liquidated damages as set forth in Section 11; and
(d) immediate termination of access without refund.
Recipient further agrees that such amounts may be pursued through arbitration, court proceedings, collections, or lawful reporting mechanisms.
13.5 Platform Complaints, Takedowns, and Abuse
Recipient agrees not to:
(a) file false, misleading, or retaliatory complaints with any platform, processor, hosting provider, or regulatory body;
(b) attempt to cause removal, suspension, or de-platforming of Owner’s accounts through bad-faith reporting; or
(c) misrepresent facts to any third party regarding Owner, the Covered Materials, or this Agreement.
Any such conduct constitutes a material breach and grounds for immediate injunctive relief, damages, and fee recovery.
13.6 Evidence Preservation and Platform Cooperation
Recipient acknowledges and agrees that:
(a) Owner may submit this Agreement, access logs, IP data, watermarks, timestamps, communications, and forensic evidence to payment processors, platforms, arbitrators, courts, or enforcement authorities;
(b) Such evidence shall be admissible and sufficient to establish breach; and
(c) Recipient waives any claim arising from Owner’s lawful cooperation with platforms or enforcement bodies.
13.7 No Platform Decision Is Binding on Owner
Recipient acknowledges that:
(a) Any decision by a payment processor, platform, or intermediary regarding refunds, disputes, or access is not binding on Owner; and
(b) Owner may pursue independent legal remedies regardless of any platform outcome.
13.8 Survival
This Section 13 survives termination, revocation of access, chargebacks, refunds, account deletion, platform removal, or cessation of participation for any reason.
SECTION 14. RECORDING, WATERMARKING & MONITORING
Recipient consents to the collection and use of access data, watermarking, and monitoring for security, compliance, and enforcement purposes, and acknowledges that such consent is a condition of access to the Covered Materials.
14.1 Prohibition on Recording and Capture
Recipient shall not record, screenshot, screen-capture, screen-share, photograph, copy, reproduce, transcribe, or otherwise capture any portion of the Covered Materials, whether by digital, analog, automated, or manual means, including through third-party software, browser extensions, plugins, or external devices.
14.2 Watermarking and Digital Fingerprinting
Recipient acknowledges and agrees that the Covered Materials may contain visible or invisible watermarks, digital fingerprints, unique identifiers, session markers, or embedded tracking mechanisms tied to Recipient’s account, device, access credentials, or purchase transaction.
14.3 Monitoring and Access Logging
Owner reserves the right to monitor access to the Covered Materials, including but not limited to login activity, IP addresses, device identifiers, session duration, access frequency, and usage patterns, for purposes of security, compliance, and enforcement of this Agreement.
14.4 Forensic Evidence and Admissibility
Recipient agrees that any logs, watermarks, digital identifiers, access records, or forensic data collected by Owner shall be admissible as evidence in arbitration or court and shall constitute prima facie evidence of access, use, copying, or breach.
14.5 No Expectation of Privacy
Recipient expressly waives any expectation of privacy with respect to access, usage, or interaction with the Covered Materials, to the maximum extent permitted by law.
14.6 Circumvention Prohibited
Recipient shall not attempt to disable, evade, obscure, remove, alter, or bypass any watermarking, monitoring, access control, DRM, or security mechanism. Any such attempt constitutes a material breach.
14.7 Remedies for Violation
Any violation of this Section constitutes irreparable harm for which monetary damages alone are insufficient. Owner is entitled to immediate injunctive relief, termination of access without refund, liquidated damages, disgorgement of profits, attorneys’ fees, forensic costs, and all other remedies available under this Agreement and applicable law.
14.8 Survival
This Section survives termination, revocation of access, completion of the course, or cessation of any relationship between the parties.
SECTION 15. NON-DISPARAGEMENT; CONFIDENTIAL DISPUTES; REPUTATIONAL PROTECTION
15.1 Non-Disparagement Obligation
Recipient agrees that, during the term of this Agreement and thereafter in perpetuity, Recipient shall not make, publish, disseminate, or cause to be made any false, misleading, defamatory, or disparaging statements—whether oral, written, visual, or digital—about Owner, the Course, the Covered Materials, the methodologies, the spiritual content, the business, or any related persons or entities, including but not limited to statements made via:
Social media platforms
Blogs, forums, or comment sections
Reviews or ratings platforms
Podcasts, videos, livestreams, or interviews
Private group messages when reasonably expected to be further disseminated
This Section does not prohibit truthful statements required by law or testimony given under oath pursuant to a valid legal process.
15.2 Confidential Handling of Disputes
Recipient agrees that any dispute, concern, claim, or disagreement arising out of or relating to this Agreement or the Course shall be handled confidentially and privately through the dispute resolution mechanisms set forth in this Agreement.
Recipient expressly agrees not to publicize, disclose, or discuss any dispute, threatened claim, arbitration, enforcement action, or outcome thereof, except:
(a) with Recipient’s legal counsel,
(b) as required by law, or
(c) in confidential arbitration or court filings subject to sealing where available.
15.3 Prohibited Conduct
Without limiting the foregoing, the following constitute material breaches of this Agreement:
Publishing or encouraging others to publish negative reviews, commentary, or “warnings” intended to harm Owner’s reputation or business;
Coordinated or retaliatory posting following access revocation, enforcement action, or dispute;
Public mischaracterization of the Course’s purpose, content, or spiritual framework;
Encouraging chargebacks, platform complaints, or regulatory reports in bad faith.
15.4 Acknowledgment of Reputational Harm
Recipient acknowledges and agrees that:
Owner’s reputation, goodwill, and trust are core business assets;
Disparagement or public dispute disclosure may cause irreparable reputational and economic harm that is difficult or impossible to quantify;
Monetary damages alone may be insufficient to remedy such harm.
Accordingly, Recipient agrees that injunctive relief, equitable remedies, and liquidated damages are appropriate and enforceable remedies for violations of this Section.
15.5 Remedies; Fee Shifting
In the event of a breach of this Section, Owner shall be entitled to:
Immediate injunctive relief without the necessity of posting a bond;
Liquidated damages as set forth elsewhere in this Agreement;
Disgorgement of any benefit or consideration received by Recipient;
Full reimbursement of attorneys’ fees, expert fees, investigative costs, and enforcement expenses.
These remedies are cumulative and not exclusive.
15.6 Survival; No Retaliation
This Section survives termination, revocation of access, refund, chargeback, or cessation of participation, regardless of the reason.
Recipient acknowledges that enforcement of this Section does not constitute retaliation, censorship, or suppression of lawful speech, but rather the enforcement of voluntarily assumed contractual obligations in exchange for access to proprietary materials.
15.7 Severability and Narrow Construction
This Section shall be interpreted narrowly to comply with applicable law. If any portion is found unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, with the remainder continuing in full force and effect.
SECTION 16. INJUNCTIVE RELIEF; IRREPARABLE HARM; EQUITABLE POWERS; NO BOND
16.1 Acknowledgment of Irreparable Harm
Recipient expressly acknowledges and agrees that any actual or threatened breach of this Agreement—including but not limited to breaches involving intellectual property, confidentiality, unauthorized sharing, derivative works, AI training, competitive use, circumvention, or misuse of Covered Materials—would cause immediate, substantial, and irreparable harm to Owner and the Principal Entity for which monetary damages alone would be an inadequate remedy.
Recipient further acknowledges that such harm may include, without limitation:
Loss of exclusive control over proprietary materials;
Destruction of trade secret value;
Reputational damage;
Market dilution;
Unrecoverable dissemination via digital or AI systems; and
Ongoing downstream harm that cannot be fully measured or reversed.
16.2 Right to Immediate Injunctive and Equitable Relief
Accordingly, Recipient agrees that Owner shall be entitled to seek immediate temporary, preliminary, and permanent injunctive relief, specific performance, equitable relief, and other emergency remedies without delay to prevent or restrain any actual or threatened breach of this Agreement.
Such relief may be sought:
Without first resorting to arbitration, and
In any court of competent jurisdiction, including state or federal courts,
notwithstanding any arbitration provision contained elsewhere in this Agreement.
16.3 No Requirement to Post Bond or Security
Recipient expressly waives any requirement that Owner post a bond, undertaking, or other security as a condition to obtaining injunctive or equitable relief.
Recipient agrees that the posting of a bond would be inequitable given:
The nature of the Covered Materials;
The difficulty in quantifying harm;
The risk of irreversible dissemination; and
Recipient’s contractual acknowledgments herein.
16.4 Presumption of Entitlement to Relief
Recipient agrees that:
A breach or threatened breach of this Agreement shall be presumed to justify injunctive relief; and
Owner shall not be required to prove actual damages, likelihood of success beyond contractual breach, or inadequacy of legal remedies beyond the acknowledgments contained herein.
Recipient waives any argument that injunctive relief is inappropriate due to:
Availability of monetary damages;
Delay in enforcement;
Alleged hardship to Recipient; or
The existence of arbitration provisions.
16.5 Scope of Injunctive Relief
Injunctive relief under this Section may include, without limitation:
Orders prohibiting further use, disclosure, copying, or distribution of Covered Materials;
Orders requiring deletion, destruction, or disabling of unauthorized copies, AI models, datasets, embeddings, backups, recordings, or derivative materials;
Orders compelling cooperation with forensic audits or verification;
Orders restraining Recipient from engaging in competitive or circumvention activities derived from Covered Materials; and
Orders enforcing confidentiality, non-use, non-circumvention, and attribution obligations.
16.6 Survival and Cumulative Remedies
The rights and remedies set forth in this Section:
Survive termination, revocation, expiration, or completion of the Course;
Are cumulative and in addition to any other rights or remedies available at law or equity; and
Do not limit Owner’s right to seek liquidated damages, actual damages, disgorgement, attorneys’ fees, costs, or other relief provided elsewhere in this Agreement.
16.7 Consent to Jurisdiction for Equitable Relief
Recipient irrevocably consents to the personal jurisdiction and venue of courts selected by Owner for purposes of enforcing this Section, and waives any objection based on:
Lack of jurisdiction;
Improper venue;
Forum non conveniens; or
Extraterritorial application.
16.8 Judicial Enforcement Intent
The parties expressly agree that this Section is intended to be enforced to the maximum extent permitted by law, and that any court or arbitrator shall construe this Section in favor of enforceability and protection of Owner’s rights.
If any portion of this Section is deemed unenforceable, it shall be modified or “blue-penciled” to the minimum extent necessary to preserve its enforceability, without invalidating the remainder.
SECTION 17. PERSONAL USE ONLY; NO GROUP, ORGANIZATIONAL, OR THIRD-PARTY LICENSE
17.1 Individual, Personal-Use License Only
Access to the Covered Materials is granted solely to the individual Recipient who completed the purchase or registration and only for that individual’s personal, private, non-commercial use.
No license—express or implied—is granted for any group, institutional, organizational, educational, corporate, ecclesiastical, ministry-based, nonprofit, or governmental use.
Recipient acknowledges and agrees that this is a single-user license, not a group license, site license, classroom license, congregation license, enterprise license, or institutional license of any kind.
17.2 Prohibited Group and Third-Party Uses
Without limiting the foregoing, Recipient shall not, directly or indirectly:
(a) Share, display, stream, transmit, project, present, or distribute the Covered Materials to any other person, whether in person or remotely;
(b) Use the Covered Materials in connection with any group activity, including but not limited to workshops, classrooms, seminars, masterminds, retreats, coaching sessions, counseling sessions, churches, ministries, small groups, corporate trainings, or educational programs;
(c) Permit access to the Covered Materials by any employee, contractor, volunteer, student, congregant, client, or third party;
(d) Use the Covered Materials as part of any paid or unpaid offering, whether monetary compensation is received directly or indirectly;
(e) Incorporate the Covered Materials into internal documentation, onboarding materials, curriculum, presentations, or recordings for any organization or group.
Any such use constitutes a material breach of this Agreement.
17.3 No Implied License; No Exhaustion
Recipient expressly acknowledges that:
(a) Payment of any fee does not constitute a sale of the Covered Materials;
(b) No doctrine of first sale, exhaustion, fair use, educational use, or implied license applies to authorize redistribution, group use, or third-party access;
(c) Any use not expressly authorized in writing by Owner is strictly prohibited.
17.4 Separate Written License Required
Any group, organizational, institutional, or third-party use requires a separate, written license agreement executed by Owner.
Silence, non-enforcement, prior knowledge, or failure to object shall not constitute consent or waiver.
Recipient bears the burden of proving the existence of a valid, written group license.
17.5 Monitoring, Evidence, and Presumption of Breach
Recipient acknowledges and agrees that Owner may utilize:
access logs,
IP address tracking,
session data,
watermarking,
timestamps,
forensic analysis,
third-party platform records, and
witness declarations
to detect or prove unauthorized group or third-party use.
Evidence demonstrating access or exposure beyond a single individual shall give rise to a rebuttable presumption of unauthorized group use, shifting the burden to Recipient to prove compliance.
17.6 Irreparable Harm; Injunctive Relief
Recipient acknowledges and agrees that unauthorized group or organizational use:
destroys the scarcity and value of the Covered Materials;
causes harm that cannot be fully remedied by monetary damages alone; and
constitutes irreparable injury to Owner.
Accordingly, Owner shall be entitled to immediate injunctive relief, without the necessity of posting a bond, in addition to all other remedies available under this Agreement or at law.
17.7 Survival and Continuing Obligations
This Section 17 shall survive:
termination or expiration of this Agreement,
revocation of access,
completion of the Course,
cessation of payment,
account deletion, and
any transfer or reorganization of Owner’s business or intellectual property.
Recipient’s obligations under this Section are continuing, perpetual, and binding.
17.8 Cumulative Remedies
Any violation of this Section shall entitle Owner to pursue all available remedies, including but not limited to:
liquidated damages as set forth elsewhere in this Agreement;
disgorgement of profits or value received;
attorneys’ fees, expert fees, and enforcement costs;
injunctive and equitable relief; and
termination of access without refund.
Remedies are cumulative and not exclusive.
17.9 Acknowledgment of Understanding
Recipient acknowledges that:
this restriction is a material condition of access;
Recipient has read and understood this Section;
the restrictions are reasonable and necessary to protect Owner’s rights; and
Recipient knowingly and voluntarily agrees to be bound.
SECTION 18. AGE, CAPACITY, AUTHORITY, AND LEGAL COMPETENCE
18.1 Legal Capacity and Authority to Enter Agreement
Recipient represents, warrants, and affirms that Recipient:
(a) is at least eighteen (18) years of age at the time of acceptance of this Agreement;
(b) possesses the full legal capacity, mental competence, and authority to enter into binding contracts under applicable law;
(c) is not restricted, incapacitated, or otherwise prohibited from entering into this Agreement by reason of minority, disability, guardianship, conservatorship, bankruptcy, court order, or any other legal or equitable limitation; and
(d) enters into this Agreement voluntarily, knowingly, and without reliance on any representation not expressly stated herein.
Recipient acknowledges that Owner has relied upon these representations as a material inducement to grant access to the Covered Materials.
18.2 Minors Strictly Prohibited; Guardian Liability
Access to the Covered Materials is strictly prohibited for any individual under the age of eighteen (18), unless explicitly authorized in writing by Owner in advance.
If a parent, legal guardian, custodian, or other responsible adult purchases, accesses, or authorizes access to the Covered Materials on behalf of a minor, such adult:
(a) expressly agrees to be fully bound by this Agreement;
(b) assumes joint and several liability for all acts, omissions, breaches, and violations committed by the minor; and
(c) agrees that Owner owes no duty of care to the minor and assumes no responsibility for monitoring, supervision, or outcomes.
Any unauthorized access by a minor constitutes a material breach of this Agreement.
18.3 Authority on Behalf of Entities or Groups
If Recipient accesses or accepts this Agreement on behalf of a business entity, organization, ministry, church, nonprofit, school, employer, or other third party, Recipient represents and warrants that Recipient:
(a) has full actual authority to bind such entity to this Agreement;
(b) accepts this Agreement on behalf of such entity; and
(c) agrees that such entity shall be fully responsible for compliance.
Recipient agrees that lack of authority shall not invalidate this Agreement and that Recipient shall remain personally liable for any breach arising from unauthorized or improper acceptance.
18.4 No Reliance; Independent Judgment
Recipient acknowledges and agrees that:
(a) Recipient has exercised independent judgment in deciding to enter into this Agreement;
(b) no fiduciary, advisory, professional, therapeutic, pastoral, or counseling relationship is created by this Agreement or access to the Covered Materials; and
(c) Recipient has had the opportunity to seek independent legal counsel prior to acceptance and either has done so or knowingly waived that opportunity.
Recipient expressly waives any claim that this Agreement is invalid due to lack of understanding, sophistication, or experience.
18.5 Waiver of Incapacity and Incompetence Claims
To the maximum extent permitted by law, Recipient waives any claim or defense asserting that this Agreement is unenforceable due to alleged:
• mental incapacity
• emotional distress
• misunderstanding
• lack of comprehension
• undue influence
• spiritual influence
• coercion
• adhesion
• imbalance of bargaining power
Recipient acknowledges that access to the Covered Materials is optional, that no essential service is being denied, and that Recipient had the ability to decline acceptance.
18.6 Severability and Judicial Preservation
If any portion of this Section 18 is found invalid or unenforceable, such provision shall be reformed, reduced, or severed only to the minimum extent necessary to preserve enforceability, and the remainder of this Section and the Agreement shall remain in full force and effect.
18.7 Survival
The representations, warranties, waivers, and acknowledgments contained in this Section survive indefinitely, including after termination, revocation of access, or completion of the Course.
SECTION 19. INTERNATIONAL USE, EXPORT CONTROLS, AND CROSS-BORDER ENFORCEMENT
19.1 International Access; No Waiver of Rights
The Covered Materials may be accessed by Recipients located outside the United States. Such access shall not be construed as a waiver, limitation, or modification of any rights, remedies, protections, or enforcement mechanisms available to Owner under United States law, Kentucky law, international treaty, or applicable foreign law. All protections afforded to Owner under this Agreement apply fully and equally to domestic and international Recipients.
19.2 Export Control Compliance
Recipient represents, warrants, and covenants that Recipient’s access to and use of the Covered Materials complies with all applicable export control, sanctions, and trade laws, including but not limited to:
The U.S. Export Administration Regulations (EAR);
The International Traffic in Arms Regulations (ITAR);
U.S. Department of Treasury Office of Foreign Assets Control (OFAC) regulations; and
Any applicable foreign export or import regulations.
Recipient shall not access, use, download, export, re-export, transfer, or disclose any Covered Materials:
(a) in violation of applicable export laws;
(b) to any prohibited or sanctioned country, entity, or individual;
(c) for any prohibited end use; or
(d) in any manner that would cause Owner to be in violation of applicable law.
19.3 Prohibited Jurisdictions and Sanctioned Parties
Recipient represents and warrants that Recipient is not:
Located in, ordinarily resident in, or a national of any jurisdiction subject to comprehensive sanctions or embargoes imposed by the United States;
Listed on any U.S. or international restricted party list; or
Acting on behalf of any prohibited or sanctioned person or entity.
Owner reserves the right to immediately suspend or terminate access without notice if Owner reasonably determines that Recipient’s access or use poses an export control, sanctions, or regulatory risk.
19.4 Cross-Border Arbitration and Treaty Enforcement
Recipient expressly acknowledges and agrees that any arbitration award or judgment rendered pursuant to this Agreement may be enforced internationally under applicable treaties, including without limitation the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention, 1958).
Recipient expressly waives any objection to:
(a) recognition or enforcement of an arbitral award or judgment in any jurisdiction;
(b) enforcement on grounds of local public policy, inconvenience, or foreign law conflict, to the maximum extent permitted by law; and
(c) personal jurisdiction, service of process, or venue in connection with international enforcement proceedings.
19.5 Service of Process for International Recipients
For international Recipients, service of process may be effected by any legally permissible means, including electronic service, courier, registered mail, or service pursuant to international conventions, and such service shall be deemed valid and sufficient to confer jurisdiction.
19.6 No Circumvention Through Foreign Law
Recipient agrees that Recipient shall not attempt to evade, undermine, or circumvent this Agreement by invoking foreign law, foreign jurisdiction, or local regulatory regimes. To the maximum extent permitted by law, Recipient waives any defense based on:
Mandatory foreign consumer protections;
Local employment, licensing, or education laws; or
Alleged conflicts between this Agreement and Recipient’s local law.
If any provision of this Agreement is held unenforceable under applicable foreign law, such provision shall be modified to the minimum extent necessary to preserve enforceability while maintaining Owner’s intended protections.
19.7 Survival and Priority
This Section 19 shall survive termination, expiration, revocation of access, or cessation of participation for any reason. In the event of any conflict between this Section and any local terms, policies, or foreign legal requirements, this Section shall control to the maximum extent permitted by law.
SECTION 20. JUDICIAL INTERPRETATION, CONTRACTUAL INTENT, AND CONSTRUCTION
20.1 Statement of Intent.
The parties expressly acknowledge and agree that this Agreement has been drafted with the specific intent to maximize legal enforceability, protection of intellectual property, confidentiality, equitable remedies, and deterrence of misuse, while remaining compliant with applicable law. Recipient further acknowledges that the protections, restrictions, and remedies contained herein are material inducements to Owner’s decision to grant access to the Covered Materials.
20.2 No Construction Against Drafter.
This Agreement shall not be construed against Owner or any drafting party under any doctrine or rule of law, including but not limited to contra proferentem. Recipient expressly waives any argument that ambiguity should be resolved against Owner.
20.3 Broad and Protective Interpretation Mandate.
In the event of any dispute regarding interpretation, scope, meaning, or application of any provision of this Agreement, such provision shall be interpreted broadly and in favor of enforceability, protection of Owner’s rights, and preservation of the Agreement’s intended deterrent and remedial effect.
20.4 Severability with Preservation of Intent.
If any provision of this Agreement is held invalid, unenforceable, or overly broad by a court or arbitrator, such provision shall be modified, reformed, or blue-penciled to the minimum extent necessary to render it enforceable while preserving its original protective intent, rather than invalidated entirely.
20.5 No Narrowing by Equity or Public Policy Arguments.
Recipient expressly waives any claim or defense asserting that enforcement of this Agreement is inequitable, unfair, excessive, or contrary to public policy, to the maximum extent permitted by law. The parties agree that the remedies and restrictions herein are reasonable, proportionate, and necessary given the nature of the Covered Materials and the difficulty of measuring harm.
20.6 Acknowledgment of Sophisticated Parties.
Recipient represents and warrants that Recipient has had the opportunity to consult independent legal counsel, understands the legal consequences of this Agreement, and enters into it knowingly, voluntarily, and without reliance on any representations not expressly contained herein.
20.7 Survival and Interpretive Priority.
This Section shall survive termination, expiration, revocation of access, or completion of the Course and shall govern the interpretation of this Agreement in perpetuity. In the event of any conflict between this Section and any other provision, this Section shall control with respect to interpretive standards and enforceability.
SECTION 21. MISCELLANEOUS; CONTRACT INTEGRITY PROVISIONS
21.1 Entire Agreement; Integration
This Agreement constitutes the entire and exclusive agreement between Owner and Recipient regarding the Covered Materials and supersedes all prior or contemporaneous agreements, representations, negotiations, understandings, or communications, whether written, oral, or electronic.
Recipient acknowledges that Recipient has not relied on any statement, promise, representation, or warranty not expressly set forth in this Agreement.
21.2 No Waiver
No failure or delay by Owner in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. Any waiver must be expressly stated in writing and signed by Owner. A waiver of one breach shall not constitute a waiver of any subsequent breach.
21.3 Severability; Judicial Modification (“Blue-Pencil”)
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.
Recipient expressly agrees that courts and arbitrators are authorized to reform, narrow, or modify any provision rather than invalidate it.
21.4 Construction; No Contra Proferentem
This Agreement shall be construed as having been drafted jointly by the parties. No rule of construction shall apply to construe ambiguities against the drafting party. Headings are for convenience only and shall not affect interpretation.
21.5 Assignment by Owner
Owner may freely assign, transfer, sublicense, or otherwise convey this Agreement and all associated rights, remedies, and obligations to any successor, affiliate, purchaser, or reorganized entity without notice or consent.
Recipient may not assign or transfer this Agreement or any rights hereunder without Owner’s prior written consent. Any attempted assignment by Recipient is void.
21.6 Force Majeure
Owner shall not be liable for any delay or failure in performance resulting from events beyond reasonable control, including acts of God, war, terrorism, labor disputes, governmental action, power failures, internet disruptions, platform outages, or AI system failures.
21.7 Electronic Signatures; Clickwrap Acceptance
Recipient agrees that electronic acceptance, including clicking “I Agree,” checking a box, completing payment, or accessing Covered Materials, constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and similar laws worldwide.
Recipient waives any claim that this Agreement is unenforceable due to electronic formation.
21.8 Survival
All provisions which by their nature should survive termination shall survive indefinitely, including but not limited to intellectual property rights, confidentiality obligations, liquidated damages, indemnification, dispute resolution, injunctive relief, governing law, and limitations on liability.
21.9 Remedies Cumulative
All rights and remedies under this Agreement are cumulative and in addition to any rights or remedies available at law or equity. Election of one remedy does not preclude pursuit of others.
21.10 Acknowledgment of Understanding
Recipient acknowledges that:
Recipient has read and understood this Agreement;
Recipient had the opportunity to seek independent legal counsel;
Recipient enters into this Agreement knowingly, voluntarily, and without duress; and
Recipient agrees this Agreement is fair, reasonable, and necessary to protect Owner’s legitimate interests.
21.11 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party shall have any rights under this Agreement.
21.12 Time Is of the Essence
Time is of the essence with respect to all obligations under this Agreement.
21.13 Counterparts
This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
SECTION 22. ELECTRONIC ACCEPTANCE, SIGNATURE, AND BINDING EFFECT
22.1 Affirmative Assent; Clickwrap Enforcement
By clicking “I Agree,” “Accept,” or a substantially similar acknowledgment, checking a required acceptance box, completing payment, accessing the Covered Materials, or otherwise using any portion of the Course, Recipient expressly affirms that Recipient has read, understood, and agreed to be legally bound by this Agreement in its entirety.
Recipient acknowledges and agrees that:
(a) this Agreement constitutes a legally binding contract enforceable to the fullest extent permitted by law;
(b) Recipient has had a reasonable opportunity to review this Agreement prior to acceptance;
(c) acceptance is knowing, voluntary, and intentional; and
(d) Recipient’s electronic assent carries the same legal force and effect as a handwritten signature.
22.2 Electronic Signature & Recordkeeping
Recipient agrees that this Agreement is executed electronically pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), and all similar or successor laws worldwide.
Recipient expressly consents to:
(a) electronic execution, delivery, and storage of this Agreement;
(b) the use of electronic records, logs, IP addresses, timestamps, device identifiers, access records, and payment confirmations as admissible evidence of acceptance; and
(c) the admissibility of such records in any arbitration, court proceeding, or enforcement action.
22.3 Authority to Agree
Recipient represents and warrants that:
(a) Recipient is at least eighteen (18) years of age and has full legal capacity to enter into this Agreement;
(b) Recipient is acting on Recipient’s own behalf and not on behalf of any third party unless expressly authorized in writing; and
(c) if Recipient is accepting on behalf of an entity, Recipient has full authority to bind that entity, and such entity shall be jointly and severally liable under this Agreement.
22.4 No Reliance; Entire Understanding
Recipient acknowledges that:
(a) no oral statements, representations, promises, or assurances outside this Agreement were relied upon in deciding to accept it;
(b) Recipient has not relied on any statements inconsistent with the terms of this Agreement; and
(c) this Agreement reflects the entire understanding between the parties regarding the Covered Materials and supersedes all prior or contemporaneous communications.
22.5 Binding Effect; Survival
This Agreement is binding upon Recipient and Recipient’s heirs, successors, assigns, agents, and representatives.
All provisions that by their nature should survive acceptance, termination, revocation of access, or cessation of use — including but not limited to intellectual property protections, confidentiality, non-use restrictions, dispute resolution, damages, and enforcement provisions — shall survive indefinitely.
22.6 Acknowledgment of Legal Consequences
Recipient expressly acknowledges that violation of this Agreement may result in:
• immediate termination of access;
• injunctive relief without bond;
• liquidated damages and disgorgement;
• personal and entity-level liability (as applicable); and
• responsibility for attorneys’ fees, expert fees, and enforcement costs.
Recipient affirms that these consequences are understood and accepted as a condition of access.
BY ACCEPTING THIS AGREEMENT, RECIPIENT AGREES TO BE LEGALLY BOUND. IF RECIPIENT DOES NOT AGREE, RECIPIENT MUST NOT ACCESS OR USE THE COVERED MATERIALS.
SECTION 23. SURVIVAL OF REMEDIES & ACCRUED RIGHTS
23.1 Survival of Obligations.
All rights, duties, obligations, restrictions, waivers, and remedies under this Agreement that by their nature are intended to survive termination, expiration, revocation of access, cessation of use, or completion of the Course shall survive indefinitely, including but not limited to provisions relating to:
Intellectual property ownership and protection;
Confidentiality and non-disclosure;
Non-use, non-circumvention, and non-competition restrictions;
AI and emerging technology prohibitions;
Liquidated damages, disgorgement, and fee-shifting;
Arbitration, venue, and governing law;
Injunctive relief and irreparable harm;
No personal liability and corporate veil protections;
Monitoring, auditing, and forensic enforcement.
23.2 Accrued Rights Not Waived.
Termination or expiration of this Agreement shall not waive, extinguish, or limit any right, claim, remedy, or cause of action that accrued prior to termination, including claims for breaches that occurred before, during, or after Recipient’s access to the Covered Materials.
23.3 No Reset of Liability.
Recipient expressly agrees that each breach is independent and cumulative, and that cessation of access, deletion of materials, or compliance after a breach does not cure or mitigate liability for past violations.
23.4 Remedies Are Cumulative.
All remedies available to Owner under this Agreement are cumulative and not exclusive, and the exercise of any remedy shall not preclude the exercise of any other remedy available at law, in equity, or under this Agreement.
SECTION 24. HEADINGS, FORMATTING, AND CAPITALIZATION VALIDITY
24.1 Headings for Convenience Only.
Section headings, titles, summaries, and numbering are included solely for convenience and shall not affect the meaning, scope, interpretation, or enforceability of any provision.
24.2 Formatting Does Not Affect Enforceability.
Recipient agrees that the enforceability of this Agreement shall not be challenged on the basis of formatting, including but not limited to:
ALL CAPS text;
Bold or emphasized language;
Length, density, or repetition of provisions;
Placement of clauses within the Agreement;
Use of defined terms or cross-references.
24.3 Conspicuousness Acknowledgment.
Recipient expressly acknowledges that provisions relating to liability limitations, arbitration, liquidated damages, intellectual property protection, fee-shifting, injunctive relief, and waivers of rights are conspicuous, material, and intentionally emphasized, and that Recipient has knowingly and voluntarily agreed to them.
24.4 No Contra Proferentem.
Recipient expressly waives any doctrine requiring this Agreement to be construed against the drafter, including the doctrine of contra proferentem. This Agreement shall be interpreted fairly and neutrally, consistent with its purpose of maximum protection of Owner’s rights.
SECTION 25. ELECTRONIC RECORDS, EVIDENCE & ADMISSIBILITY
25.1 Electronic Records Agreement.
Recipient agrees that all electronic records related to access, use, enforcement, or breach of this Agreement shall be valid, binding, and admissible to the fullest extent permitted by law.
25.2 Admissible Evidence Includes.
Without limitation, the following shall be deemed competent, reliable, and admissible evidence in any arbitration, court proceeding, or enforcement action:
Access logs and authentication records;
IP addresses, device identifiers, and session metadata;
Platform analytics and usage records;
Payment processor logs and transaction records;
Screenshots, recordings, and digital watermarks;
Forensic audits and expert reports;
AI system logs, embeddings, prompts, or outputs demonstrating misuse;
Time-stamped communications, emails, or messages.
25.3 No Objection to Electronic Evidence.
Recipient irrevocably waives any objection to the admissibility of such evidence based on claims of hearsay, authenticity, best evidence rule, chain of custody, or electronic format.
25.4 Presumption of Accuracy.
Records maintained by or on behalf of Owner in the ordinary course of business shall be presumed accurate and authentic, unless Recipient proves otherwise by clear and convincing evidence.
25.5 Electronic Signatures & Acceptance.
Recipient agrees that electronic acceptance, clickwrap assent, checkbox acknowledgment, digital signatures, and platform-based confirmations constitute valid execution of this Agreement under applicable electronic transactions laws, including the U.S. E-SIGN Act and UETA.
SECTION 26. NO PROFESSIONAL STATUS; DISCLAIMER OF EXPERTISE; ASSUMPTION OF RISK; LIMITATION OF LIABILITY
26.1 No Professional Credentials; No Expert Representation
Recipient expressly acknowledges and agrees that neither the course creator, instructor, presenter, nor the entity owning or operating the Course, including Transformative Foundation LLC (the “Company”), holds themselves out as, nor should be understood to be, a licensed, certified, accredited, or formally trained professional in theology, psychology, psychiatry, counseling, medicine, social work, coaching, education, or any regulated or unregulated profession.
Recipient expressly acknowledges and agrees that neither the course creator, instructor, presenter, nor the entity owning or operating the Course, Transformative Foundation LLC (the "Company"), holds themselves out as, nor should be understood to be, a licensed, certified, accredited, or formally trained professional.
The Course is not presented as expert instruction, professional advice, diagnosis, treatment, counseling, or therapy of any kind. All content reflects personal beliefs, perspectives, interpretations, experiences, and opinions of the creator and is offered solely for educational, reflective, and inspirational purposes.
Recipient agrees that no statement, content, or material in the Course constitutes or should be construed as professional, legal, medical, psychological, therapeutic, pastoral, academic, or financial advice.
26.2 No Professional Relationship; No Duty of Care
Recipient acknowledges and agrees that participation in the Course does not create any professional-client, therapist-patient, counselor-client, fiduciary, pastoral, advisory, or duty-based relationship between Recipient and the Company or any affiliated individual.
No duty of care, heightened standard of care, or professional obligation is owed to Recipient. Recipient expressly waives any claim based on alleged negligence, malpractice, misrepresentation, omission, or failure to meet a professional standard.
26.3 Purpose and Scope of Course
Recipient understands and agrees that the Course is designed for personal exploration, self-reflection, spiritual inquiry, and inspiration only. The Course does not guarantee results, outcomes, healing, clarity, success, transformation, or improvement of any kind.
Any references to theology, scripture, psychology, identity, culture, or personal development are subjective, interpretive, and non-exhaustive. Recipient is solely responsible for how they interpret, apply, or disregard the content.
26.4 Assumption of Risk; Emotional and Psychological Acknowledgment
Recipient acknowledges that the Course may challenge beliefs, values, identity, worldview, emotions, or prior assumptions and may result in discomfort, distress, confusion, or personal change.
Recipient voluntarily assumes all risks, known and unknown, arising from participation in the Course, including emotional, psychological, spiritual, relational, or life-impacting consequences.
Recipient agrees that the Company is not responsible for Recipient’s decisions, actions, interpretations, emotional responses, mental state, relationships, career choices, or life outcomes resulting from or allegedly connected to the Course.
26.5 No Warranties; “As Is” Disclaimer
THE COURSE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR EFFECTIVENESS.
Recipient acknowledges that biblical, spiritual, psychological, cultural, and philosophical insights are inherently subjective and that Recipient should consult qualified, licensed professionals for individualized advice or care.
26.6 Prohibition on Therapeutic or Substitute Use
The Course does not provide medical, psychological, therapeutic, psychiatric, spiritual, pastorial, or counseling services of any kind.
Recipient expressly agrees not to use the Course as a substitute for professional therapy, counseling, medical care, psychiatric treatment, academic instruction, or licensed guidance of any kind.
If Recipient experiences distress, mental health concerns, or crisis, Recipient agrees to seek assistance from appropriately licensed professionals or emergency services and waives any claim that the Course was relied upon as a replacement for such services.
26.7 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE COURSE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY RECIPIENT FOR ACCESS TO THE COURSE.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST INCOME, LOST OPPORTUNITIES, EMOTIONAL DISTRESS, REPUTATIONAL HARM, OR LIFE DECISIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
26.8 User Acknowledgment and Waiver
By enrolling in, accessing, or using the Course, Recipient affirms that:
Recipient understands the creator is not an expert and has no formal training in the subject matter;
Recipient is not relying on the Course for professional advice or guaranteed outcomes;
Recipient accepts full responsibility for all interpretations, decisions, and actions taken;
Recipient releases and forever discharges the Company from any claims arising from participation in the Course, to the fullest extent permitted by law.
26.9 Enforcement, Revocation, and Indemnification
The Company reserves the right to revoke access to the Course at any time for misuse, violation of terms, or abuse of content.
Recipient agrees to indemnify, defend, and hold harmless the Company from any claims, damages, losses, costs, or legal fees arising from Recipient’s misuse of the Course, reliance on content, or violation of this Agreement.
Recipient acknowledges having had the opportunity to seek independent legal counsel prior to acceptance and agrees that electronic acceptance constitutes a knowing and voluntary agreement to this Section.
26.10 Prohibition on Reliance Claims. Recipient expressly waives any claim that Recipient reasonably relied on the Course creator's expertise, credentials, or professional status. Recipient acknowledges that all content is clearly presented as personal perspective and experience, not professional advice, and that any reliance on such content as professional guidance would be unreasonable as a matter of law
SECTION 27. MATERIAL TERMS; CONDITION OF ACCESS
27.1 Identification of Material Terms
Recipient expressly acknowledges and agrees that the following provisions constitute MATERIAL TERMS of this Agreement, without which Owner would not grant access to the Covered Materials, and that each such provision was a material inducement to Owner's willingness to enter into this Agreement:
(a) Intellectual Property Ownership and Protection (Section 7) — Owner's exclusive ownership of all Covered Materials, copyright protections, and reservation of all rights not expressly granted;
(b) Limited License Grant and Restrictions (Section 8) — The narrow, personal-use-only, revocable nature of the license, and the absolute prohibition on copying, sharing, or unauthorized use;
(c) Confidentiality and Non-Disclosure Obligations (Section 4) — The perpetual duty to maintain confidentiality of all Covered Materials and Confidential Information;
(d) AI and Emerging Technology Prohibitions (Section 12) — The absolute prohibition on use of Covered Materials in connection with artificial intelligence, machine learning systems, or any automated technology capable of storing, learning from, or reproducing the materials;
(e) Liquidated Damages and Monetary Remedies (Section 11) — The pre-agreed damages framework, disgorgement provisions, and fee-shifting obligations;
(f) Binding Arbitration and Dispute Resolution (Section 3) — The requirement to arbitrate disputes, waiver of jury trial, waiver of class actions, and Owner's right to seek equitable relief;
(g) Limitation of Liability and No Professional Status (Section 26) — The disclaimers of warranties, limitation on Owner's liability, assumption of risk, and acknowledgment that no professional relationship exists;
(h) Non-Use, Non-Compete, and Non-Circumvention (Section 10) — The prohibition on using Covered Materials to create competing or substituting offerings;
(i) Personal Use Only Restriction (Section 17) — The prohibition on group, organizational, or third-party use without separate written license;
(j) Injunctive Relief and Irreparable Harm (Section 16) — Owner's right to immediate equitable remedies without posting bond;
(k) Recipient Contributions and No Ownership (Section 9) — The assignment of all work product, feedback, and contributions to Owner and prohibition on unauthorized monetization or licensing.
27.2 Breach of Material Terms; Consequences
Recipient agrees that any breach, violation, or circumvention of any Material Term identified in Section 26.5.1:
(a) constitutes a material breach of this Agreement;
(b) causes immediate and irreparable harm to Owner for which monetary damages alone are inadequate;
(c) provides grounds for immediate termination of access without notice, refund, or opportunity to cure;
(d) triggers all available remedies under this Agreement, including liquidated damages, disgorgement, injunctive relief, and fee-shifting, which may be pursued cumulatively and without election;
(e) establishes prima facie entitlement to injunctive relief, shifting the burden to Recipient to demonstrate why such relief should not be granted; and
(f) may not be excused, mitigated, or defended on grounds of mistake, misunderstanding, inadvertence, or good faith.
27.3 Interdependence and Severability
Recipient acknowledges that the Material Terms are interdependent and mutually reinforcing, and that Owner's willingness to grant access depends on the enforceability of all such terms collectively.
If any Material Term is held invalid or unenforceable by a court or arbitrator, such term shall be reformed or modified to the minimum extent necessary to render it enforceable while preserving its intended protective effect. If reformation is not possible, the invalidated term shall be severed, and all remaining provisions shall remain in full force and effect.
However, if a court or arbitrator determines that multiple Material Terms are unenforceable in a manner that substantially undermines the protective intent of this Agreement, Owner may, at Owner's sole discretion, elect to either:
(a) terminate Recipient's access immediately without refund; or
(b) require Recipient to execute a revised agreement incorporating enforceable substitute protections as a condition of continued access.
27.4 Acknowledgment of Understanding and Bargained-For Exchange
Recipient expressly acknowledges and agrees that:
(a) Recipient has read, understood, and had adequate opportunity to review each Material Term identified in this Section;
(b) the Material Terms represent a bargained-for exchange in which Recipient receives valuable access to proprietary materials in exchange for accepting reasonable restrictions and remedies designed to protect Owner's intellectual property;
(c) absent these Material Terms, Owner would not make the Covered Materials available, and Recipient would have no access to the Course;
(d) the restrictions and remedies contained in the Material Terms are reasonable, necessary, and proportionate to the value and proprietary nature of the Covered Materials and the difficulty of quantifying harm from misuse;
(e) Recipient has had the opportunity to seek independent legal counsel regarding the Material Terms and either has done so or knowingly and voluntarily waived that opportunity; and
(f) Recipient is not relying on any representation, promise, or assurance regarding the Material Terms other than what is expressly stated in this Agreement.
27.5 No Waiver; Strict Enforcement
Owner's failure to immediately enforce any Material Term upon any single breach or violation shall not constitute a waiver of Owner's right to enforce that term or any other term at any time, whether with respect to the same breach, subsequent breaches, or breaches by other Recipients.
All Material Terms shall be strictly construed and enforced to the maximum extent permitted by law, and Recipient expressly waives any equitable defense based on delay, laches, estoppel, or prior course of dealing.
27.6 Survival
This Section 26.5 and all Material Terms identified herein shall survive indefinitely, including after termination, expiration, revocation of access, completion of the Course, payment disputes, or cessation of the relationship between the parties.
Section 28. Acknowledgment of Informed, Knowing, and Voluntary Consent.
Recipient acknowledges, represents, and agrees that:
(a) Recipient has read this Agreement in its entirety, including all incorporated documents, definitions, disclaimers, limitations of liability, arbitration provisions, and waivers;
(b) Recipient understands the legal consequences of entering into this Agreement, including the waiver of rights, limitation of remedies, assumption of risk, and mandatory arbitration provisions;
(c) Recipient has had the opportunity to seek independent legal counsel of Recipient’s choosing prior to acceptance and knowingly elected whether or not to do so;
(d) Recipient is entering into this Agreement knowingly, voluntarily, and intentionally, without coercion, duress, or undue influence;
(e) Recipient is not relying on any oral statements, promises, representations, marketing language, or assurances not expressly set forth in this Agreement;
(f) Recipient expressly waives any claim or defense based on alleged surprise, lack of understanding, lack of sophistication, inequality of bargaining power, procedural unconscionability, or failure to read the Agreement; and
(g) Recipient agrees that electronic acceptance, click-through assent, checkbox acknowledgment, or payment submission constitutes a valid legal signature and affirmative manifestation of intent to be bound.
(h) Recipient affirms that this Agreement is not unconscionable, unfair, or unreasonably one-sided given the proprietary nature of the Covered Materials, the difficulty of quantifying harm from misuse, and Recipient's voluntary decision to access the Course rather than seeking alternative resources.
Recipient further agrees that this Section shall be construed broadly in favor of enforceability and that any ambiguity shall not be interpreted against Owner as drafter.
SECTION 29. NO RELIANCE WEBSITE CONTENT, MARKETING REPRESENTATIONS, OR ASPIRATIONAL STATEMENTS, NO PROMISES, AND NO RELIANCE
29.1 Marketing, Expressive, and Aspirational Nature of Website Content
Recipient expressly acknowledges and agrees that all statements, descriptions, narratives, testimonials, metaphors, imagery, faith-based language, spiritual references, and representations appearing on Owner’s websites, landing pages, sales pages, videos, emails, advertisements, social media, podcasts, or other promotional or informational materials (collectively, the “Website Content”) are expressive, aspirational, subjective, promotional, and faith-based in nature, and are presented solely for marketing, inspirational, and informational purposes.
Recipient further acknowledges that the Website Content:
(a) constitutes non-factual opinion, belief, and personal interpretation, not objective statements of fact;
(b) is not intended to induce reliance;
(c) does not constitute promises, guarantees, assurances, or representations of outcome, performance, transformation, certainty, identity realization, peace, emotional stability, or life results of any kind;
(d) is not individualized to Recipient and is not tailored to any particular psychological, emotional, spiritual, or personal condition.
Recipient agrees that the Website Content shall be interpreted as marketing expression and faith-based commentary, not as enforceable representations.
29.2 No Guarantees; Express Disclaimer of Results
To the maximum extent permitted under Kentucky law, Recipient expressly acknowledges and agrees that:
(a) Owner makes no guarantees, warranties, or assurances, express or implied, regarding any outcome, effect, benefit, transformation, certainty, realization, or improvement of any kind;
(b) Statements using terms such as “discover,” “transform,” “immovable,” “unstoppable,” “certain,” “filled,” “grounded,” “purpose,” or similar language are non-literal, aspirational expressions, not promises of measurable or objective results;
(c) Any perceived benefit or lack thereof is entirely subjective and varies based on Recipient’s individual beliefs, interpretations, actions, emotional condition, spiritual framework, and external circumstances;
(d) Completion of the Course, partial participation, or full compliance with any suggested steps does not create any expectation or entitlement to results.
Recipient agrees that no reasonable consumer would interpret the Website Content as a guarantee, and Recipient expressly disclaims any such interpretation.
29.3 No Professional Advice; No Therapeutic, Medical, or Pastoral Relationship
Recipient expressly acknowledges and agrees that:
(a) Neither Owner, Transformative Foundation LLC, Love Gen Z, nor Kenneth Crumm is acting as, or holding themselves out as, a licensed therapist, psychologist, psychiatrist, counselor, medical provider, pastor, clergy member, academic expert, or other regulated professional;
(b) The Course and Website Content do not constitute medical, psychological, psychiatric, therapeutic, counseling, pastoral, legal, financial, or professional advice of any kind;
(c) No professional, fiduciary, therapeutic, advisory, or duty-based relationship is created by access to the Course or Website Content;
(d) The Course is not a substitute for licensed mental health treatment, medical care, crisis intervention, therapy, counseling, pastoral care, or professional guidance;
(e) Recipient is solely responsible for seeking appropriate licensed or professional assistance when needed.
Recipient expressly waives any claim alleging the existence of a professional duty, standard of care, or advisory obligation.
29.4 No Reliance; Independent Judgment and Decision-Making
Recipient expressly represents, warrants, and agrees that:
(a) Recipient has not relied, and will not rely, on any Website Content, Course materials, statements, or representations in making decisions affecting mental health, emotional well-being, spiritual life, physical safety, relationships, finances, or conduct;
(b) Recipient exercises independent judgment at all times;
(c) Any interpretation, application, conclusion, or decision arising from the Course is made solely at Recipient’s own discretion and risk;
(d) Recipient waives any claim based on alleged reliance, inducement, misrepresentation, or omission.
29.5 Assumption of Risk; Emotional, Psychological, and Existential Impact
Recipient expressly acknowledges that participation in the Course may involve, without limitation:
Emotional discomfort or distress
Psychological stress or confusion
Existential or spiritual questioning
Reevaluation of beliefs, identity, or life direction
Temporary dissatisfaction or internal conflict
Recipient voluntarily and knowingly assumes all risks, whether known or unknown, foreseeable or unforeseeable, arising from participation in the Course or exposure to the Website Content.
29.6 Absolute Limitation of Liability for Personal Harm
TO THE MAXIMUM EXTENT PERMITTED BY KENTUCKY LAW, RECIPIENT EXPRESSLY AGREES THAT OWNER, TRANSFORMATIVE FOUNDATION LLC, LOVE GEN Z, AND KENNETH CRUMM SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, LOSS, OR INJURY, INCLUDING BUT NOT LIMITED TO:
(a) Emotional distress, anxiety, depression, confusion, or psychological harm;
(b) Decisions, actions, or omissions by Recipient;
(c) Changes in beliefs, behavior, relationships, employment, or lifestyle;
(d) Harm to Recipient or any third party, including self-harm or harm to others;
(e) Any indirect, incidental, consequential, special, exemplary, or punitive damages.
Recipient expressly agrees that Owner owes no duty to supervise, monitor, intervene, diagnose, treat, warn, or protect Recipient.
29.7 Causation Disclaimer and Waiver of Claims
Recipient expressly agrees that:
(a) Owner did not cause, direct, encourage, induce, or foresee any harmful act or omission;
(b) Any alleged harm results from Recipient’s independent choices and actions;
(c) Recipient waives any claim based on negligence, gross negligence (to the extent permitted by law), emotional distress, failure to warn, failure to intervene, breach of duty, misrepresentation, or similar theories.
29.8 Enforceability, Survival, and Consideration
Recipient acknowledges that:
(a) This Section is a material inducement to granting access to the Course;
(b) Without these limitations, access would not be provided;
(c) This Section shall be construed broadly to provide maximum protection to Owner under Kentucky law;
(d) This Section survives termination, completion, revocation of access, and any subsequent dispute.
29.9 Marketing and Expressive Nature of Website Content.
Recipient acknowledges and agrees that any statements, descriptions, representations, testimonials, videos, or written content appearing on Owner’s website, landing pages, sales pages, emails, advertisements, social media, or other promotional materials are provided for expressive, inspirational, educational, or marketing purposes only.
29.10 No Guarantees or Promises of Outcomes.
Owner makes no representations, warranties, or guarantees regarding any specific results, outcomes, transformations, emotional states, psychological effects, spiritual experiences, personal growth, clarity, certainty, healing, or life changes arising from access to or use of the Course or Covered Materials.
29.11 No Reasonable Reliance.
Recipient expressly agrees that Recipient has not relied, and will not rely, on any statements outside this Agreement when deciding to access, purchase, or use the Course. Recipient acknowledges that any perceived benefits described in marketing materials are subjective, aspirational, and not promises or factual assurances.
29.12 Agreement Controls Over All Other Statements.
This Agreement constitutes the sole and controlling statement of the parties’ rights and obligations. In the event of any inconsistency between this Agreement and any website content or promotional materials, the terms of this Agreement shall govern
29.13 Waiver of Reliance-Based Claims.
Recipient irrevocably waives any claim based on reliance, misrepresentation, omission, inducement, or expectation arising from website content, promotional language, testimonials, or statements made outside the four corners of this Agreement.
SECTION 30. INTERPRETATION; GOVERNING LAW; CONSTRUCTION; PRESUMPTION OF ENFORCEABILITY
Broad Interpretation in Favor of Owner.
This Agreement, including all definitions, provisions, exhibits, schedules, and incorporated materials, shall be interpreted broadly and expansively in favor of enforceability, protection of Owner’s intellectual property, confidentiality, contractual rights, and available remedies.
Governing Law Clarification and Entity Nexus
Governing Law; Entity Nexus.
This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, the Covered Materials, the Course, or the relationship between the parties, shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws principles.
The parties expressly acknowledge and agree that the Owner is a Kentucky-organized limited liability company, that this Agreement bears a substantial relationship to the Commonwealth of Kentucky, and that the selection of Kentucky law is reasonable, intentional, and materially connected to the parties and subject matter of this Agreement.
To the maximum extent permitted by law, the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1–16, shall govern the interpretation, enforceability, and procedural administration of any arbitration provisions contained herein.
No provision of this Agreement shall be deemed unenforceable solely because performance, access, or use occurs outside the Commonwealth of Kentucky.
Rules of Construction.
For purposes of interpretation and enforcement:
The singular includes the plural and the plural includes the singular.
Any reference to a statute, regulation, or law includes all amendments, successors, and implementing rules.
The term “including” shall mean “including without limitation.”
Headings and titles are for convenience only and shall not limit or affect interpretation.
Any ambiguity shall not be construed against the drafting party and shall instead be resolved to preserve enforceability and Owner protection to the maximum extent permitted by law.
Severability With Reformation.
If any provision of this Agreement is held invalid, unenforceable, or overly broad, such provision shall be reformed, narrowed, or modified to the minimum extent necessary to render it enforceable while preserving the original protective intent, and the remainder of the Agreement shall remain in full force and effect.
Survival and Independent Enforceability.
Each provision of this Agreement is independent, severable, and enforceable regardless of whether other provisions are enforced, invalidated, or waived.
SECTION 31. CONCLUSIVE EVIDENCE; RECORDS; FORENSIC FINDINGS
Presumptive Accuracy of Owner Records.
Recipient expressly agrees that Owner’s records, logs, audit trails, access data, system metadata, analytics, payment records, IP logs, AI monitoring outputs, forensic findings, and platform-generated reports shall be presumed accurate, complete, and authentic for all purposes, including enforcement, arbitration, litigation, injunctive relief, and calculation of damages.
Conclusive Evidence of Breach.
Such records shall constitute prima facie and conclusive evidence of:
Access to Covered Materials;
Unauthorized use, copying, sharing, reproduction, AI ingestion, or derivative creation;
Breach or attempted breach of this Agreement;
Scope, duration, and frequency of violations;
Harm suffered by Owner, including for purposes of liquidated damages and equitable relief.
Recipient waives any objection to the admissibility, reliability, or evidentiary weight of such records, including objections based on hearsay, authenticity, chain of custody, or technical methodology.
Burden Shifting.
Once Owner produces such records, the burden of proof shifts to Recipient to demonstrate, by clear and convincing evidence, that the records are materially inaccurate. Mere denial or speculation shall be insufficient.
AI and Forensic Systems Acknowledgment.
Recipient acknowledges that Owner may use automated systems, AI tools, watermarking, fingerprinting, and forensic technologies to detect unauthorized use and agrees that outputs from such systems are valid and enforceable evidence.
Survival and Enforcement.
This Section survives termination, revocation of access, and expiration of the Agreement and applies to all disputes regardless of forum.
Any audit shall be limited to information reasonably related to the suspected breach and conducted in a manner that minimizes intrusion into unrelated personal data.
SECTION 32. AMENDMENT, MODIFICATION, AND EVOLUTION OF AGREEMENT
32.1 Owner's Right to Amend; General Provisions
Owner reserves the right, at Owner's sole discretion, to amend, modify, update, supplement, or revise this Agreement at any time to address:
(a) technological developments, including emergence of new AI systems, platforms, or storage technologies;
(b) changes in applicable law, regulation, or legal standards;
(c) platform policy changes or third-party service provider requirements;
(d) changes in Owner's business structure, including entity reorganization, merger, acquisition, or re-domiciliation;
(e) identification of new enforcement mechanisms or protective measures;
(f) clarification of ambiguous provisions or correction of errors;
(g) addition of new course materials, modules, or content requiring updated protections; or
(h) any other legitimate business purpose related to protection of the Covered Materials or Owner's intellectual property.
32.2 Notice of Amendments
Owner shall provide notice of material amendments to this Agreement by one or more of the following methods, at Owner's discretion:
(a) email to the address associated with Recipient's account;
(b) notification within the Course platform or learning management system;
(c) posting of updated terms with conspicuous notice of changes on the website or access portal;
(d) in-app notification or pop-up requiring acknowledgment; or
(e) any other commercially reasonable method of communication.
Notice shall be deemed effective upon sending, posting, or display, regardless of whether Recipient actually receives or reviews the notice.
32.3 Acceptance of Amendments; Continued Access
Recipient's continued access to or use of the Covered Materials following notice of amendments constitutes Recipient's affirmative acceptance of the amended Agreement and agreement to be bound by all modified provisions.
If Recipient does not agree to any amendment, Recipient's sole remedy is to immediately cease all access and use of the Covered Materials and notify Owner in writing of such rejection within fourteen (14) days of the effective date of the amendment.
Cessation of access following an amendment does not waive, limit, or terminate any obligations, liabilities, or enforcement rights that accrued prior to cessation, including confidentiality obligations, intellectual property protections, non-use restrictions, liquidated damages, or remedies for prior breaches.
32.4 Protection of Core Material Terms
Notwithstanding Any Section, Owner agrees that amendments shall not materially weaken or eliminate the following Core Protections without requiring Recipient's affirmative re-acceptance:
(a) Intellectual Property Ownership (Section 7) — Owner's exclusive ownership of all Covered Materials and copyright protections;
(b) Confidentiality Obligations (Section 4) — The perpetual duty to maintain confidentiality of Covered Materials;
(c) AI and Emerging Technology Prohibitions (Section 12) — The prohibition on use of Covered Materials in connection with artificial intelligence, machine learning, or automated systems;
(d) Binding Arbitration (Section 3.3) — The requirement to arbitrate disputes and waiver of class actions, except that Owner may change the arbitration forum or rules without re-acceptance;
(e) Liquidated Damages Framework (Section 11.2) — The per-violation liquidated damages amount, provided that Owner may increase (but not decrease below $100,000 per violation) such amounts without re-acceptance.
For purposes of this Section, "materially weaken or eliminate" means an amendment that would substantially reduce or remove a protection in a manner that fundamentally alters the risk allocation or enforcement framework established by the original Agreement. Amendments that clarify, expand, or strengthen protections, or that make technical or administrative changes, do not require affirmative re-acceptance.
32.5 Affirmative Re-Acceptance Process
If Owner seeks to materially weaken or eliminate a Core Protection identified in Section 29.4, Owner shall:
(a) provide conspicuous advance notice of at least thirty (30) days, clearly identifying which Core Protection is being modified and how;
(b) require affirmative opt-in acceptance via clickwrap, checkbox, or electronic signature before Recipient may continue accessing the Covered Materials; and
(c) provide Recipient the option to reject the amendment and terminate access, subject to the survival provisions in Section 29.3.
32.6 Emergency and Immediate Amendments
Notwithstanding Sections 29.2 through 29.5, Owner may implement immediate amendments without advance notice or re-acceptance if necessary to:
(a) address an urgent security threat, data breach, or unauthorized access to the Covered Materials;
(b) comply with a court order, subpoena, or mandatory legal requirement;
(c) respond to a platform suspension, payment processor requirement, or third-party service termination that threatens Owner's ability to operate or enforce this Agreement;
(d) prevent ongoing or imminent irreparable harm to Owner's intellectual property or business operations; or
(e) correct a manifest error or ambiguity that undermines the intended protections of this Agreement.
In such cases, amendments shall be effective immediately upon posting or notice, and Recipient's continued access constitutes acceptance. Owner shall provide follow-up notice and explanation as soon as reasonably practicable.
32.7 Version Control and Effective Dates
Each version of this Agreement shall include:
(a) a version number or identifier (e.g., "Version 2.1" or "Effective January 15, 2026");
(b) the effective date of the version; and
(c) a summary of material changes from the prior version, where practicable.
Recipient's obligations under this Agreement are governed by the version in effect at the time of the alleged breach or violation, except that Core Protections identified in Section 29.4 shall apply retroactively to the fullest extent permitted by law.
32.8 No Obligation to Notify Inactive Recipients
Owner is not obligated to provide notice of amendments to Recipients who have:
(a) not accessed the Covered Materials for more than ninety (90) consecutive days;
(b) voluntarily terminated or cancelled their access;
(c) been suspended or terminated for breach; or
(d) provided invalid or non-functional contact information.
However, all such Recipients remain bound by their obligations under the version of the Agreement in effect at the time of their last access, and any subsequent access shall be governed by the then-current version.
32.9 Amendments Do Not Waive Prior Rights
No amendment to this Agreement shall be construed as a waiver, release, or limitation of Owner's rights, remedies, or claims arising from breaches that occurred prior to the effective date of the amendment, unless expressly stated otherwise in the amendment.
32.10 Survival and Precedence
This Section 29 shall survive termination, expiration, revocation of access, or cessation of participation. In the event of any conflict between this Section and any other provision regarding amendments or modifications, this Section shall control.
32.11 Recipient Acknowledgment
Recipient expressly acknowledges and agrees that:
(a) the dynamic nature of technology, law, and digital platforms necessitates the ability to update this Agreement periodically;
(b) the amendment provisions in this Section are reasonable and necessary to protect Owner's intellectual property and adapt to changing circumstances;
(c) Recipient's ability to reject amendments by ceasing access provides adequate protection of Recipient's interests;
(d) the protection of Core Material Terms in Section 29.4 preserves the fundamental bargain between the parties; and
(e) Recipient knowingly and voluntarily accepts these amendment provisions as a material condition of access to the Covered Materials.
SECTION 33. LITIGATION-READINESS, RISK ALLOCATION, AND ENFORCEMENT ACKNOWLEDGMENT
33.1 Purpose and Evidentiary Function
This Section is intended to confirm that this Agreement has been drafted, reviewed, and accepted with full awareness of potential disputes, enforcement actions, and legal consequences. The provisions herein are designed to:
Deter frivolous claims;
Demonstrate informed, voluntary assumption of risk;
Preempt common causes of action asserted against digital course creators;
Strengthen enforceability, severability, and judicial confidence in the Agreement.
Recipient acknowledges that this Section is material to Owner’s decision to grant access to the Covered Materials.
33.2 Claims Anticipation and Express Risk Allocation
Recipient expressly acknowledges that the Agreement is intended to address and allocate risk for, without limitation, the following categories of claims, all of which Recipient knowingly and voluntarily waives to the maximum extent permitted by law:
Claims of negligence, gross negligence, or failure to warn;
Claims alleging emotional distress, psychological harm, spiritual distress, or existential discomfort;
Claims alleging misrepresentation, reliance, or unmet expectations;
Claims based on alleged promises of results, transformation, certainty, healing, peace, or life outcomes;
Claims asserting the existence of a professional duty, fiduciary relationship, or special trust;
Claims alleging personal injury, self-harm, harm to others, or consequential life decisions arising from course participation;
Claims based on religious, theological, philosophical, or ideological disagreement.
Recipient agrees that all such risks are knowingly assumed.
33.3 Reliance Disclaimer (Litigation-Focused)
Recipient expressly agrees and stipulates that:
No statements on Owner’s website, marketing materials, videos, or communications constitute guarantees, warranties, or promises of outcome;
All descriptive language is aspirational, subjective, promotional, or expressive, not factual representations;
Recipient has not relied upon any statement as a basis for medical, psychological, legal, financial, or spiritual decision-making;
Any reliance by Recipient is unreasonable as a matter of law and expressly disclaimed.
This clause is intended to defeat claims based on reliance, inducement, or promissory estoppel.
33.4 Injury, Harm, and Third-Party Liability Waiver
To the fullest extent permitted by law, Recipient releases, waives, and discharges Owner, its members, managers, officers, contractors, affiliates, successors, and assigns from any and all liability arising from:
Actions taken by Recipient based on course content;
Emotional reactions, belief changes, or internal conflict;
Harm to Recipient or any third party, whether intentional or accidental;
Misinterpretation, misuse, or over-application of Covered Materials.
Recipient acknowledges that Owner cannot control Recipient’s conduct and is not responsible for downstream effects.
33.5 Maximum Damages Limitation (Judicially Defensible)
In any event, and notwithstanding any other provision, Recipient agrees that:
Total liability of Owner shall be strictly capped at the total amount paid by Recipient for access to the Course;
No punitive, exemplary, special, incidental, indirect, or consequential damages shall be recoverable;
This limitation is a material term and reflects a negotiated allocation of risk.
Recipient agrees that absent this limitation, access would not be granted.
33.6 Litigation Conduct Acknowledgment
Recipient acknowledges that in any dispute:
This Agreement shall be construed in favor of enforceability;
Ambiguities shall not be construed against Owner as drafter;
Recipient bears the burden of proving any claimed exception or invalidity;
Fee-shifting, arbitration, venue, and governing law provisions are reasonable and essential.
Recipient agrees that this Section may be introduced as evidence of informed consent and risk assumption.
33.7 Severability Preservation Clause (Litigation-Safe)
If any portion of this Agreement is found unenforceable:
The remaining provisions shall remain in full force;
The court or arbitrator is authorized to reform the provision to the minimum extent necessary to preserve intent;
No invalidity shall affect Owner’s intellectual property ownership or confidentiality protections.
33.8 Affirmative Litigation Deterrence Statement
Recipient expressly acknowledges that this Agreement was structured to deter litigation, allocate responsibility, and protect Owner’s intellectual property and personal safety, and that Recipient accepts these terms as a condition of access.
Recipient agrees that initiating claims contrary to these acknowledgments constitutes bad-faith conduct.
Section 34. Entire Agreement; No Reliance; Order of Precedence.
This Agreement constitutes the entire, complete, and exclusive agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, negotiations, understandings, or communications, whether written or oral, including but not limited to marketing materials, sales pages, emails, social media posts, interviews, webinars, promotional statements, or informal communications.
Recipient expressly acknowledges that no representations, warranties, promises, guarantees, or statements—including spiritual, aspirational, theological, psychological, or outcome-based statements—have been relied upon except as expressly set forth in this Agreement.
In the event of any conflict between this Agreement and any other document, communication, platform policy, or description, this Agreement shall control and govern.
Any amendment or modification to this Agreement shall be valid only if made in writing by Owner in accordance with the amendment provisions herein. No waiver or modification may be implied by conduct, silence, or delay.
EXHIBIT A — DEFINITIONS INDEX
(This Exhibit is incorporated by reference and governs interpretation, scope, and enforcement of the Agreement.)
“Agreement”
This Master Intellectual Property, Confidentiality, and Course Access Agreement, including all sections, exhibits, schedules, policies, disclosures, disclaimers, acknowledgments, clickwrap or browsewrap acceptances, amendments, updates, and incorporated documents, whether now existing or later modified, regardless of medium or method of acceptance.
“Owner” / “Principal Entity”
Transformative Foundation LLC, a Kentucky limited liability company, together with any parent, subsidiary, affiliate, brand, division, successor, assignee, reorganized entity, merged entity, or future entity formed or acquired by Owner, whether domestic or international.
No personal liability shall attach to any member, manager, officer, employee, contractor, agent, representative, or founder of Owner under any theory of law or equity, including veil-piercing, alter ego, agency, misrepresentation, or successor liability, all of which are expressly waived by Recipient to the fullest extent permitted by law.
“Love Gen Z”
The brand identity, course, curriculum, content ecosystem, intellectual property system, spiritual framework, methodologies, messaging, and associated materials marketed or distributed under the Love Gen Z name or any successor or derivative branding, regardless of legal form, platform, jurisdiction, or medium.
“Recipient”
Any individual or entity who, directly or indirectly, knowingly or unknowingly:
accesses, enrolls in, purchases, reviews, observes, listens to, downloads, streams, copies, summarizes, screenshots, screen-records, transcribes, references, applies, analyzes, or otherwise interacts with the Covered Materials;
receives the Covered Materials through any means, including third parties, unauthorized sharing, or AI systems; or
benefits from, relies upon, or derives value from the Covered Materials.
Recipient includes end users, collaborators, employees, contractors, agents, affiliates, successors, assigns, and any party acting in concert with or on behalf of another.
“Covered Materials”
All content, materials, and information provided by or derived from the Course or Owner, in any form, including but not limited to:
text, questions, prompts, frameworks, assessments, scripts, outlines, and methodologies;
videos, audio, transcripts, slides, graphics, and visual materials;
spiritual, theological, devotional, revelatory, reflective, or transformative content;
systems, sequences, ordering, structure, logic, and progression of materials;
updates, revisions, excerpts, summaries, adaptations, translations, and derivative works.
Covered Materials include both copyrighted and uncopyrightable elements and are protected collectively and individually.
“Confidential Information”
All non-public information relating to Owner, the Covered Materials, business operations, systems, methods, pricing, strategies, spiritual frameworks, unpublished content, or internal processes, whether disclosed intentionally or inadvertently, orally, visually, digitally, or otherwise.
Confidential Information remains protected regardless of marking, designation, or disclosure method.
“Work Product”
Any output, response, insight, refinement, feedback, annotation, adaptation, derivative material, summary, synthesis, or other material that:
is created using, informed by, or derived from the Covered Materials; or
incorporates the structure, logic, sequencing, or substance of the Covered Materials.
All Work Product is deemed a derivative work owned exclusively by Owner unless expressly licensed in writing.
“AI Systems”
Any artificial intelligence, machine learning, large language model, neural network, autonomous agent, algorithmic system, data-training system, or generative technology—whether now existing or later developed—capable of ingesting, processing, storing, reproducing, learning from, analyzing, transforming, or generating outputs based on the Covered Materials.
This definition applies regardless of whether the AI system is public, private, proprietary, open-source, experimental, or embedded within another platform.
“Breach”
Any actual, attempted, threatened, or facilitated unauthorized act involving the Covered Materials or Agreement, including but not limited to:
access, use, copying, sharing, disclosure, or transmission;
AI ingestion, training, analysis, or output generation;
creation or distribution of derivative works;
monetization, licensing, resale, or public dissemination;
circumvention of safeguards, access controls, or technical measures.
Each occurrence, instance, and continuing day of violation constitutes a separate and independently actionable breach.
“Violation”
Any act or omission that breaches or attempts to breach this Agreement, including conspiracy, encouragement, inducement, assistance, or failure to prevent a breach by a third party where Recipient had knowledge or control.
“Liquidated Damages”
The pre-agreed monetary amounts specified in this Agreement representing a reasonable and good-faith estimate of damages that would be difficult or impossible to quantify at the time of breach, and which Recipient agrees are not a penalty under Kentucky law.
“Equitable Relief”
All non-monetary remedies available at law or equity, including temporary restraining orders, preliminary and permanent injunctions, specific performance, seizure or destruction of infringing materials, access revocation, and court-ordered compliance, without the necessity of posting bond or proving irreparable harm.
“Governing Law”
The laws of the Commonwealth of Kentucky, without regard to conflict-of-laws principles.