Disclosure & Terms and Conditions

Last Updated: March 2022

Effective Date: March 2022

Privacy Policy

The Privacy Policy explains how information about you is collected, used and disclosed by Morning Assembly (“Company,” “we,” “us” or “our”). This Privacy Policy applies to information we collect when you use our websites, mobile applications and the services, content and materials made available through our websites or mobile applications (collectively, the “Services”), or when you otherwise interact with us.

We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the “Last Updated” date at the top of this policy and, in some cases, we may provide you with additional notice (such as by adding a statement to our website or by sending you a notification). We encourage you to review our Privacy Policy whenever you access the Services or otherwise interact with us to stay informed about our information practices and the ways you can help protect your privacy.

Collection of Information

Information You Provide to Us
We collect information you provide directly to us. For example, we collect information when you create an account, participate in any interactive features of the Services, subscribe to a newsletter or email list, participate in an event, survey, contest or promotion, make a purchase, communicate with us via third-party social media sites, request customer support or otherwise communicate with us.

The types of information we may collect include your name, email address, password, postal address, phone number, gender, date of birth, occupation, employer information, photo, payment information (such as your credit or debit card and billing address), preference or interest data, and any other information you choose to provide.

Information We Collect Automatically
When you access or use our Services, we automatically collect information about you, including:

Log Information: We collect log information about your use of the Services, including your Internet Protocol (“IP”) address, web request, access times, pages viewed, web browser, links clicked and the page you visited before navigating to the Services.
Mobile Device Information: We collect information about the mobile device you use to access our Services, including the hardware model, operating system and version, unique device identifiers, mobile network information and information about your use of our mobile applications.
Information Collected by Cookies and Other Tracking Technologies: We and our service providers use various technologies to collect information, including cookies and web beacons. Cookies are small data files stored on your hard drive or in device memory that help us improve our Services and your experience, see which areas and features of our Services are popular, and count visits. Web beacons are electronic images that may be used in our Services or emails and help deliver cookies, count visits, and understand usage and campaign effectiveness. For more information about cookies, and how to disable them, please see “Your Choices” below.
Information We Collect From Other Sources
We may also obtain information from other sources and combine that with information we collect through our Services. For example, if you create or log into your account through a third-party social media site, we will have access to certain information from that site, such as your name, account information and friends lists, in accordance with the authorization procedures determined by such social media site; we may also collect information about you when you post content to our pages/feeds on third-party social media sites.

Use of Information

We may use information about you for various purposes, including to:
Provide, maintain, improve and promote our products and services;
Provide and deliver the information, products and services you request, process transactions and send you related information, including confirmations and receipts;
Send you technical notices, updates, security alerts, and support and administrative messages;
Respond to your comments, questions and requests, and provide customer service;
Communicate with you about products, services, surveys, offers, promotions, rewards and events offered by Company and others, and provide news and information we think will be of interest to you;
Monitor and analyze trends, usage and activities in connection with our Services;
Personalize and improve the Services and provide advertisements, content or features that match user profiles or interests;
Facilitate contests, sweepstakes and promotions, and process and deliver entries and rewards;
Link or combine with information we get from others to help understand your needs and provide you with better service; and
Carry out any other purpose for which the information was collected.

We are based in the United States and the information we collect is governed by U.S. law. By accessing or using the Services or otherwise providing information to us, you consent to the processing and transfer of information in and to the U.S. and other countries.

Sharing of Information

We may share information about you as follows or as otherwise described in this Privacy Policy:

With vendors, consultants and other service providers who need access to such information to carry out work or perform services on our behalf;
When you participate in the interactive areas of our Services, certain information you provide may be displayed to other users, such as your name, photo, comments and other information you choose to provide;
In response to a request for information if we believe disclosure is in accordance with, or required by, any applicable law, regulation or legal process;
If we believe your actions are inconsistent with our user agreements or policies, or to protect the rights, property and safety of Company or others;
In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business by another company; and
With your consent or at your direction.

Social Sharing Features

The Services may offer social sharing features and other integrated tools (such as the Facebook “Like” button), which let you share actions you take on our Services with other media, and vice versa. Your use of such features enables the sharing of information with your friends or the public, depending on the settings you establish with the entity that provides the social sharing feature. For more information about the purpose and scope of data collection and processing in connection with social sharing features, please visit the privacy policies of the entities that provide these features.

Advertising and Analytics Services Provided by Others

We may allow others to serve advertisements on our behalf across the Internet and to provide analytics services. These entities may use cookies, web beacons and other technologies to collect information about your use of the Services and other websites, including your IP address, web browser, pages viewed, time spent on pages, links clicked and conversion information. This information may be used by Company and others to, among other things, analyze and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on our Services and other websites and better understand your online activity. For more information about interest-based ads, or to opt out of having your web browsing information used for behavioral advertising purposes by companies that participate in the Digital Advertising Alliance, please visit www.aboutads.info/choices.

Security

Company takes reasonable measures to help protect information about you from loss, theft, misuse and unauthorized access, disclosure, alteration and destruction.

Your Choices

Account Information
You may review, correct or modify information maintained in your online account at any time by logging into your account and updating your profile information or by emailing us at support@wealthwithhonors.com. If you wish to delete or deactivate your account, please email us at students@wealthwithhonors.com, but note that some information you provide through the Services may continue to be accessible (e.g., comments you submit through the Services) and that we may continue to store information about you as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period of time.

Cookies

Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability or functionality of our Services

Promotional Communications
You may opt out of receiving promotional communications from us by following the instructions in those communications or by sending an email to support@wealthwithhonors.com. If you opt out, we may still send you non-promotional communications, such as those about your account or our ongoing business relations.

Contact Us

If you have any questions about this Privacy Policy, please contact us at support@wealthwithhonors.com.







Refund Policy

This Refund Policy is adopted pursuant to Section 4.d. of the Terms of Service. All programs, upsells and products are non-refundable and non-transferrable. We believe in our programs and know that if you put in the effort, you will see results.

Your online access to all program materials is contingent on maintaining good standing in all of our programs for which you have registered. A failure to pay an installment for any program, or any dispute taken against the Company may result in the suspension or termination of your account and access to programs. For more information, see Section 4.f. of the Terms of Service.





Terms of Service

Last Updated: Effective Date: March 2022

PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION WHICH REQUIRES THAT DISPUTES ARE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS.
BY ACCESSING OR USING OUR SERVICES (DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES.

By purchasing and/or participating in the Morning Assembly or its programs, you are agreeing to the following terms. Please read this Agreement carefully before purchasing, accessing or using Morning Assembly (hereafter the “Company”) proprietary materials which include any written, audio or visual presentations or documents associated with Morning Assembly.

If you do not understand or do not accept this agreement, please do not purchase this Program and do not access any of the Company’s proprietary materials. 

Overview

The terms “Company”, “we”, “us”, and “our” refer to Morning Assembly. The term “Site” refers to wealthwithhonors.com and/or morningassembly.com. The term “Client”, “user,” “you” and “your” refers to clients, client team members (including employees, contractors and other representatives of client and client’s company) and any other users of the site. The terms “Service” and “Program” refers to the services included in Morning Assembly membership and/or the Morning Assembly program as outlined below.

Use of the Service, including all information and educational materials presented in the Program is subject to the following terms and conditions. These Terms and Conditions apply to all clients, and all other users of the site. By purchasing the Program, checking the box in the checkout process, and/or using the Site or Service you agree to these Terms and Conditions, without modification, and acknowledge reading them.

1. Scope of Services
(a) Wealth With Honor’s Morning Assembly membership includes the following services:

Monthly training related to the topics of money mindset & wealth-building, intellectual property & offers, marketing & sales, strengths & team building and systems & productivity;
Monthly executive coaching related to the Morning Assembly coursework;
Weekly group coaching sessions on the topic of money mindset facilitated by the Program’s coaches;
Access to a private Facebook group with the Morning Assembly Team and fellow members;
Access to Morning Assembly learning materials on the Site including, but not limited to, the following programs: Dare to Bloom for Entrepreneurs, Hidden Champions, The Social Academy, Acquisition Pro, Kingdom Cashflow.

The Morning Assembly Services may only be accessed while you are a current paying member of the Program.

For an additional fee, 1:1 calls may be purchased to talk with a coach. Morning Assembly will provide the 1:1 calls subject to the terms and conditions set forth in this Agreement.

Monthly 1:1 Coaching Calls. Under its monthly 1:1 coaching call packages, Morning Assembly offers one 1:1 coaching call per month and offers this call on a monthly expiring basis. YOU UNDERSTAND THAT 1:1 COACHING CALLS WILL NOT ACCRUE OR CARRY OVER. This means, for example, that if you purchase an annual subscription which includes up to 12 monthly coaching calls and do not utilize this service for the first three months of your subscription, then you will only have 9 remaining coaching calls. In extenuating circumstances, Morning Assembly may, according to its sole discretion, agree to carry over a coaching call. If you believe you are in such a situation, please contact us at support@wealthwithhonors.com.

Any other additional services provided by Company to Client beyond the scope of the Program that the Client purchases may require additional fees to be discussed and agreed upon by the Parties.

PLEASE BE ADVISED: While the Company will make all reasonable attempts to staff courses, sessions, workshops, classes, and other services set forth in this agreement according to client’s expectations, THE COMPANY MAKES NO GUARANTEE TO STAFF ANY PARTICULAR TEAM MEMBER FOR ANY EVENT. THE COMPANY RESERVES THE RIGHT TO MAKE ALL STAFFING AND PERSONNEL DECISIONS PURSUANT TO THE COMPANY’S OWN DISCRETION AND THE AVAILABILITY AND CAPACITY OF ITS TEAM MEMBERS.

2. Client Duties

(a) Payment. In consideration for the Services provided as set forth in Section 1 above, you agree to pay us as follows:

(i) Morning Assembly: You agree to pay us the current program fee at the time of joining. You agree that you will automatically continue to be charged on a month-to-month basis after the first month (or annually if on the annual plan) until you cancel. You understand that you will not receive an invoice reminder for these payments. In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed herein, as well as any penalty fees as detailed in paragraph (c). 
(c) Payment Date. The Company will bill Client monthly (or annually if on the annual plan) on the same day, beginning on the date of their subscription (the Recurring Payment Date). If the Recurring Payment Date is on the 29th, 30th, or 31st, then upon reaching a month which does not contain 29, 30, or 31 days (whichever applies), the Recurring Payment Date shall default to the last day of the month and revert to original payment date thereafter. To illustrate:

If a monthly subscription is purchased on the 31st December 2012, the next 4 payments will be charged on:
31st January 2013 
28th February 2013 (The last day of a month which does not contain a 31st day).
31st March 2013
30th April 2013 (The last day of a month which does not contain a 31st day).

(d) Late payment fee. If any fee outlined in paragraph (a) remains unpaid on the third calendar day following its due date, Morning Assembly reserves the right to assess a penalty fee of ten percent (10%) of the payment due at its own discretion. We reserve the right to restrict your access to the Services, or terminate your participation in the Services unless and until all outstanding program fees and assessed penalties are paid in full. If your Program fees remain unpaid 30 days after the initial due date, your account will be referred to our collections agency. 

(e) Payment Security and Chargebacks. To the extent that Client provides Company with Credit Card(s) information for payment on Client’s account, Company shall be authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth. If Client uses a multiple-payment plan to make payments to Company, the Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client shall not make any chargebacks to Company’s account or cancel the credit card that is provided as security without Company’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Company without notifying Company in advance.

(f) Tools to be Provided by You. You agree to provide all tools, information and documentation that may be required by us to effectively perform said responsibilities in connection with the Services.

(g) Additional Client Duties. You understand that your success in the program is dependent upon your level of participation in the Services. In order to get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service, and make considerable efforts toward your own personal and professional development on your own time during the term of Services. You are responsible for requesting support from us, if needed.

3. Term
The term of this Agreement shall begin on the date of first payment for the Services - and continue until you or we terminate your membership. 

4. Cancellation and Refunds
You may not cancel any Morning Assembly membership which you have already purchased and whose subscription period has already begun. We will issue No refunds under any circumstances.

You may cancel future Morning Assembly memberships for any reason with 15 calendar days notice prior to the billing of such membership or membership renewal. You will continue to be charged the monthly or annual fees and continue to have access to the Program until the 15-day notice period is complete.Your initial membership payment is non-refundable. To cancel your membership, contact support@wealthwithhonors.com. Once your membership is cancelled, you may be prohibited from rejoining the Program for a period of 12 months from the date of cancellation. 

If purchasing additional 1:1 coaching sessions:

Refund Policy. No refunds are allowed under any circumstances. Your initial payment is non-refundable.

Rescheduling Policy. Rescheduling 1:1 coaching calls are subject to the following provisions:

You are eligible for one 1:1 call per month. If you do not schedule a call in any given month, that month’s call will expire on the last day of that month. 

Any rescheduled coaching call MUST be rescheduled for a date within 30 days of the original scheduled date or it will expire.

Rescheduling a 1:1 call from one month in the following month will not impact your obligation to use or lose the latter month's 1:1 call. For example, if you reschedule May’s 1:1 call in June, you must still schedule June’s 1:1 call in June or it will be forfeited. 

Rescheduling or cancelling a coach call within 48 hours of the scheduled call will result in a forfeiture of that call.

If you have more than 4 rescheduled sessions within a three month timespan, it will result in a review of your account standing with Morning Assembly, and may result in forfeiture of your remaining calls.
Late/No-Show Policy: Our policy gives you a courtesy 10 minutes to attend your 1:1 call. If you do not show up to the call, our coaches will label the call as a no-show and you forfeit the call. No refunds. No rescheduling.

5. No Guarantees
We cannot guarantee the outcome of the Services and our comments about the outcome are expressions of opinion only. We make no guarantees other than that the Services described in Paragraph 1(a) shall be provided to you in accordance with these Terms and Conditions. You acknowledge that we cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us.

6. No Legal Services and No Attorney-Client Relationship
You understand that enrollment and participation in the Services does not amount to an Attorney-Client relationship between you and us, our employees, or contractors, unless we enter into a separate written agreement with you for legal services. You understand that, with respect to the Services, Company’s founder, employees and contractors are not acting in their capacity as attorneys and no statements or information made by Company’s founder, employees and contractors shall be construed as legal advice. You further understand that, although legal information may be communicated to you during the Services, such information is not legal advice. Your reliance on such legal information is at your own risk.

7. Confidentiality
(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent, other than to comply with law. Confidential Information shall not include any information which (i) becomes available to the public through no breach of confidentiality by Company, (ii) was in Company’s possession prior to receipt from the disclosure, (iii) is received by Company independently from a third party free to disclose such information, or (iv) is independently developed by Company without use of the Client’s Confidential Information.

(b) Participant Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by fellow participants in the Program (herein referred to as “Participants”). Any Confidential Information shared by Participants is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Participants’ Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.

(c) Company Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by Company in the Program. Any Confidential Information shared by Company, its employees or contractors is confidential, Proprietary, and belongs solely and exclusively to Company. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Facebook group or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.

(d) Non-Disparagement: Client shall, during and after the participation in the Program refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.

(e) Violations of Confidentiality: Client agrees that if Client violates or displays any likelihood of violating this paragraph 7 the Company and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.

8. Independent Contractors

(a) Independent Contractor Relationship: These Terms and Conditions shall not render Company an employee, partner, agent of, or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under these Terms and Conditions. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to these Terms and Conditions. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.

(b) Taxes & Benefits: Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

9. Ownership of Intellectual Property
Client agrees that the Program contains proprietary content that is owned solely by Company and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws (“Intellectual Property”). Company retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the world in any and all mediums. Company grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Company’s Intellectual Property or that in any way violate Company’s Intellectual Property. Any registered or common law trademark, service mark, logo or tagline used in conjunction with the Program is property of the Company. Client may not use such trademarks or service marks for any purpose except with written permission by Company.

10. Representations and Warranties
(a) Company’s Warranties: Company represents, warrants and covenants that, Company has full authority to enter into these Terms and Conditions and all of the Services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into these Terms and Conditions and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THESE TERMS, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

11. Limitation of Liability
(a) IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (b) IN NO EVENT SHALL COMPANY’S LIABILITY TO CLIENT EXCEED THE FEES PAID BY CLIENT UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 7, 9 AND 19.

12. Effect of Headings
The subject headings of the paragraphs and subparagraphs of these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

13. Entire Agreement; Modification; Waiver
These Terms constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No waiver of any of the provisions of these Terms and Conditions shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

14. Neutral Construction
These Terms and Conditions were prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that these Terms and Conditions shall not be construed against Company merely because they were prepared by its counsel; rather, each provision of these Terms and Conditions shall be construed in a manner which is fair to both parties.

15. Changed Terms
We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on the Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.

16. Assignment
These Terms and Conditions shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under these Terms and Conditions, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under these Terms and Conditions.

17. Notices
All notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and properly addressed to support@wealthwithhonors.com.

To Client at Client’s email address provided at the time of purchase.
Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new email address.

18. Governing Law; Venue; Mediation
These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of Delaware as applied to contracts that are executed and performed entirely in Delaware. The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be New Castle County, Delaware. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by negotiation, which may include going before a certified mediator or the parties are unable to first negotiate a settlement without such assistance. The parties further agree that their respective good faith participation in negotiation discussions is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

19. Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

20. Severability
If any term, provision, covenant, or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the These Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

21. Force Majeure. We shall not be liable for any costs or damages due to any delay or nonperformance of an obligation under this Agreement arising out of extraordinary events beyond our control, including acts of God, natural disaster, war, governmental action, outbreak or pandemic, or power failure.