Terms and Conditions

  • Copyright
  • Disclaimer, Terms of Use
  • Privacy Policy
  • Terms and Conditions

Please read this entirely before making purchases or engaging with this website.


© 2022 Mellissa Seaman, Soul Gift Inc. All Rights Reserved.

All content included on this site is the property of Mellissa Seaman and protected by United States and international copyright laws. © 2022 Soul Gift Inc. All Rights Reserved.

Links and Connections

Where Soul Gift Inc. is mentioned throughout these documents, the statements also cover Mellissa Seaman and any and all staff of Soul Gift Inc. All information and graphics contained on this website are property of Soul Gift Inc. Except as specifically permitted herein, no portion of the information on this website may be reproduced in any form or by any means without the prior written permission from Soul Gift Inc. This website contains links to other websites, which are not under the control of Soul Gift Inc. Soul Gift Inc. makes no representations about any other website to which you may have access through the Soul Gift Inc. site. When you access a non-SoulGift Inc site, you do so at your own risk and Soul Gift Inc. is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites. Soul Gift Inc. provides these links merely as a convenience and the inclusion of such links does not imply that Soul Gift Inc. endorses or accepts any responsibility for the content or uses of such websites.

Terms of Use & Disclaimer

Every effort has been made to accurately represent our services, products, and programs on this site. Our programs are intended to help you create your own solutions, build your business, and find your own answers. As stipulated by law, we cannot and do not make any guarantees about your ability to get results or earn any money with our curriculum, ideas, information, tools or strategies. The information here is educational and entertainment. It is not a guarantee that you will succeed or even utilize the information provided here. That is all up to you.

Please read this entire disclaimer notice before using this website, making a purchase here, or relying on the content published within it or within any of our products. For privacy information regarding this website please see Privacy Policy on this page. If you make a purchase from Soul Gift Inc. we will assume that you have read and understand this disclaimer notice.

Earnings Disclaimer

The income statements, testimonials, and examples on this website are exceptional results, and are not intended to represent or guarantee that anyone will achieve the same or similar results. Every effort has been made to accurately represent our products and services and their possible potential. Any examples of actual results can be verified upon request. There is no guarantee you will duplicate any of the results stated here. Obviously, any business endeavor has inherent risk for loss of capital.

In fact, as with any product or service, we know that some customers purchase our products or services but never use them, and therefore get no results from their purchase whatsoever. Therefore, the customer stories we are sharing can neither represent nor guarantee the current or future experience of other past, current or future Soul Gift Inc. customers.

Federal Trade Commission Required Affiliate Notice

From time to time, we may promote, endorse, or suggest products and/or services for sale. These recommendations are always based on a belief that the product and its author will provide excellent and valuable information or service based on a review of that product, our relationship with that person, and or previous positive experience with the person or company we are recommending. In some cases, we will be compensated if you decide to purchase that product based on our recommendation. We may also receive the product for free for review purposes. Always do your own due-diligence before making any purchases and never purchase anything that you cannot afford.

Limitation Of Liability

You agree that we be not held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of any advice, goods or services you receive from us, or a guest speaker or author on our website or at one of our events.

We are also not responsible or liable for any loss or damage that is caused or alleged to have been caused to our guest speakers or authors in connection with the display of their photo, name, or biography posted on our websites or in our marketing materials.

Warranty Information

The information, services, products, claims, seminar topics, and materials on this site are provided “as is” and without warranties of any kind, either expressed or implied. We disclaim all warranties, expressed or implied, including but not limited to implied effectiveness of the ideas or success strategies listed on this site as well as those that are provided in our products or to our participants at our events.

The only exception is the guarantees of satisfaction and graduation that are clearly labeled guarantees within our websites. We can not warrant that any functions contained in the websites will be uninterrupted or error-free, that defects will be corrected, or that the website or the server that makes them available are free of viruses or other harmful components. That’s just part of the risk of living in a digital world.

Neither we nor any of our respective licensers or suppliers warrant or make any representations regarding the use or the results of the use of the services, products, information or materials in this site in terms of their correctness, accuracy, reliability, or otherwise. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply in your area.

Link Information

We try to only link to other reputable websites that do not engage in improper business practices, and when you are on our website you may have the opportunity to visit, or “click-through”, to other websites, blogs, or other electronic media not operated by Soul Gift Inc. These sites may collect personal information about you or be a security risk. Soul Gift Inc. does not control websites that are operated by these entities and is not responsible for the practices of the other websites. The privacy practices and policies of any linked websites are the sole responsibility of the other websites. We recommend that you review the privacy policy of any website that you visit from a link on this site.

Explicit Language & Mature Content

On our websites we will occasionally discuss mature topics and language relating to personal and professional growth that may use explicit language. Users who are uncomfortable with such topics or language should not use our websites.

Disclaimer Notice Changes

Soul Gift Inc. reserves the right to change or update this disclaimer notice, or any other of our policies or practices, at any time without notice. Any changes or updates will be effective immediately upon posting to this website. Under certain circumstances, we may also elect to notify you of changes or updates to our disclaimer notice by additional means, such as posting a notice on the front page of our website to sending you an e-mail. We encourage you to review this disclaimer notice often for changes.

If you have any questions or comments regarding our disclaimer notice, you may contact us at:

Soul Gift Inc. 206 Sacramento Street, Ste 306, Nevada City, CA 95959 – 858-eight-six-nine-1011 or support – at – channelyourgenius.com.

Privacy Policy

Soul Gift Inc. Customer Privacy Policy covers the collection, use, and disclosure of personal information that may be collected by Soul Gift Inc. anytime you interact with Soul Gift Inc., such as when you visit one of our websites, when you purchase Soul Gift Inc. products and services, or when you call our sales or support associates. Please take a moment to read the following to learn more about our information practices, including what type of information is gathered, how the information is used and for what purposes, to whom we disclose the information, and how we safeguard your personal information. Your privacy is a priority at Soul Gift Inc., and we go to great lengths to protect it.

By providing personal information to us or through our websites, you understand and consent to the collection, maintenance, processing and transfer of such information in and to the United States and other countries and territories. Please read the following privacy policy before using this website or providing any personally identifiable information through this website. It will be assumed that if you provide us with any personally identifiable information that you have read and understand this policy.

Some portions of this privacy policy may not apply to information that you provide voluntarily, or that we may obtain, through means other than our websites, such as, but not limited to, telephone, postal mail, other live and print media, and other available public information sources. Our websites are intended for users who are located in the United States of America. This privacy policy shall be interpreted under the laws of the United States.

This privacy policy is part of the Soul Gift Inc. website terms and conditions which governs your use of this website in general, our other websites, and the Soul Gift Inc. partner program terms and conditions, which governs your use of and participation in the Soul Gift Inc. partner program.

Why We Collect Personal Information

We collect your personal information because it helps us deliver a superior level of customer service. It enables us to give you convenient access to our products and services and focus on categories of greatest interest to you. In addition, your personal information helps us keep you posted on the latest product announcements, software updates, special offers, and events that you might like to hear about.

What Information We Collect and How We May Use It

There are a number of situations in which your personal information may help us give you better products. For example:

We may ask for your personal information when you’re discussing a service issue on the phone with an associate. When you interact with Soul Gift Inc., we may collect personal information relevant to the situation, such as your name, mailing address, phone number, email address, and contact preferences; your credit card information and other information. We also collect information for market research purposes – such as your occupation, your “Soul Gift”, and where you use your computer – to gain a better understanding of our customers and thus provide more valuable service. We collect information regarding customer activities on our websites. This helps us to determine how best to provide useful information to customers and to understand which parts of our websites, products, and Internet services are of most interest to them.

We may use personal information to provide products that you have requested as well as for auditing, research, and analysis to improve Soul Gift Inc. products.
We collect personal information about users of our websites through activities such as purchase transactions and completion of forms on our websites. Such information is collected when users register or subscribe to accounts or features on our websites, make online purchases, complete surveys, comment on our blogs, opt-in to our email marketing list, submit a comment or question to us using a “contact us” form or similar feature, send us an e-mail, or in any other way submit personal information voluntarily to us through our websites.

If you post blog comments, use a bulletin board, chat room or other similar features on a Soul Gift Inc. website you should be aware that any information you share is visible to other users. Personally identifiable information you submit to one of these forums can be read, collected, or used by other individuals to send you unsolicited messages. Soul Gift Inc. is not responsible for the personally identifiable information you choose to submit in these forums. For example, if you choose to make information, which was previously non-public, available by enabling certain user features, Soul Gift Inc. will collect that information from your interaction and the information will become publicly available.

When We Disclose Your Information

Soul Gift Inc. takes your privacy very seriously. Soul Gift Inc. does not sell or rent your contact information to other marketers.

Except as otherwise disclosed to you, we will not sell, rent or disclose your personal information to third parties without notifying you of our intent to share the personal information in advance and giving you an opportunity to prevent your personal information from being shared.

Within Soul Gift Inc.

To help us provide superior service, your personal information may be shared with legal entities within the Soul Gift Inc. network globally who will take steps to safeguard it in accordance with Soul Gift Inc. privacy policy. Soul Gift Inc. will use your personal information to respond to your requests and to provide you with our product and service offerings. We may also use your personal information to maintain our internal record keeping. We may match information collected from you through different means or at different times, including both personal information and website usage information, and use such information along with information obtained from other sources, including third parties. In addition, we may send you notices (for example, in the form of e-mails, mailings, and the like, such as our e-newsletters), and otherwise correspond with you, about products, services, companies and events, sponsored by us and others, that we think might interest you. You may opt out of receiving such notices from us by following the instructions in the right to opt in and opt out section below. We may analyze user behavior as a measure of interest in, and use of, our websites and e-mails, both on an individual basis and in the aggregate.

With Our Service Providers, Vendors, and Strategic Partners

There are times when it may be advantageous for Soul Gift Inc.to make certain personal information about you available to companies that Soul Gift Inc. has a strategic relationship with or that perform work for Soul Gift Inc.to provide products and services to you on our behalf. These companies may help us process information, extend credit, fulfill customer orders, deliver products to you, manage and enhance customer data, provide customer service, assess your interest in our products and services, or conduct customer research or satisfaction surveys. These companies are also obligated to protect your personal information in accordance with Soul Gift Inc. policies, except if we inform you otherwise at the time of collection. Without such information being made available, it would be difficult for you to purchase products, have products delivered to you, receive customer service, provide us feedback to improve our products and services, or access certain services, offers, and content on the Soul Gift Inc. websites.

We may disclose aggregate statistics regarding user behavior as a measure of interest in, and use of, our website and e-mails to third parties in the form of aggregate data, such as overall patterns or demographic reports that do not describe or identify any individual user.

In addition, we may offer joint promotions or programs that, in order for participation, will require personal information be shared with third parties. In such instances, you will be provided with notice of the sharing prior to your decision to participate.

At times we may be required by law or litigation to disclose your personal information. We may also disclose information about you if we determine that for national security, law enforcement, or other issues of public importance, disclosure is necessary.

We also may disclose user information when we have reason to believe that someone is causing injury to or interference with our rights or property, other users of the website, or anyone else that could be harmed by such activities.

How We Protect Your Personal Information

Soul Gift Inc. takes precautions – including administrative, technical, and physical measures – to safeguard your personal information against loss, theft, and misuse, as well as unauthorized access, disclosure, alteration, and destruction.

The Soul Gift Inc. websites use secure encryption, provided by a third party, on some web pages where credit card information is required. To make purchases from any of the Soul Gift Inc. websites you must use a modern SSL-enabled browser such as Safari, Google Chrome, Firefox, or Internet Explorer. Doing so protects the confidentiality of your personal and credit card information while it’s transmitted over the internet.

You can help us by also taking precautions to protect your personal data when you are on the Internet. Change your passwords often using a combination of letters and numbers, and make sure you use a secure web browser.

Integrity of Your Personal Information

Soul Gift Inc. has safeguards in place to keep your personal information accurate, complete, and up to date for the purposes for which it is used. Naturally, you always have the right to access and correct the personal information you have provided. And you can request a copy of your personal information, your product registration history, and your interactions with our sales and support agents by contacting us.

While Soul Gift Inc. strives to protect the security and integrity of sensitive personal information provided through this website, due to the inherent nature of the internet as an open global communications vehicle, we cannot guarantee 100% that information during transmission through the internet or while stored in our system or otherwise in our care, will be absolutely safe from intrusion by others.

If you contact us by e-mail or a “contact us” form or similar feature on our website, you should be aware that your transmission might not be secure. A third party could view information you send by these methods in transit. Do not send sensitive information (such as payment card information, social security numbers, employer identification numbers, passwords, or pin numbers) to us via e-mail or via a “contact us” form or similar feature on our website. We will have no liability for disclosure of your information due to errors or unauthorized acts of third parties during or after transmission. In the unlikely event that we believe that the security of your personal information in our possession or control may have been compromised, we may seek to notify you of that development. If a notification is appropriate, we would endeavor to do so as promptly as possible under the circumstances, and, to the extent we have your e-mail address, we may notify you by e-mail. You consent to our use of e-mail as a means of such notification.


Soul Gift Inc.recognizes that parents, guardians, or other adults may purchase our products for family use, including use by minors. We do not knowingly collect personal information from children under 13 for marketing purposes, but because some information is collected electronically, it can appear to be the personal information of the Soul Gift Inc. purchaser of the product, and will be treated as such by this privacy policy. If a child under 13 submits personal information to Soul Gift Inc. and we learn that that personal information is the information of a child under 13, we will attempt to delete the information as soon as possible.

Cookies and Other Technologies

As is standard practice on many websites, the Soul Gift Inc. websites may use cookies, third party software, and other technologies to track anonymous user data to help us understand which parts of our websites are the most popular, where our visitors are going, and how much time they spend there. We also use cookies and other technologies to make sure that our online advertising is bringing customers to our products and services. We use cookies and other technologies to study traffic patterns on our websites, to make it even more rewarding as well as to study the effectiveness of our customer communications. We also use cookies to customize your experience and provide greater convenience each time you interact with us.

Information such as your country and language helps us provide a more useful online shopping experience. And your contact information, product serial numbers, and information about your computer helps us register your products, personalize and set up your internet service and provide you with customer service.

If, however, you prefer not to enable cookies you can disable cookies in your browser. Please note that certain features of the Soul Gift Inc. websites may not be available once cookies are disabled.

As is true of most websites, we gather certain information automatically and store it in log files. This information includes Internet Protocol (IP) addresses, browser type, Internet Service Provider (ISP), referring/exit pages, operating system, date/time stamp, and click-stream data.

We use this information, which does not identify individual users, to analyze trends, to administer the site, to track users’ movements around the site and to gather demographic information about our user base as a whole. Soul Gift Inc. will not use the information collected to market directly to a specific person.

In some of our email messages we use a click-through URL linked to content on the Soul Gift Inc. website and other websites not owned or controlled by Soul Gift Inc. When customers click one of these URLs, they pass through a web server before arriving at the destination web page. We track this click-through data to help us determine interest in particular topics and measure the effectiveness of our customer communications. If you prefer not to be tracked simply avoid clicking text or graphic links in the email.

In addition we may use pixel tags or other similar technology to tell us what parts of our websites customers have visited or to measure the effectiveness of searches customers perform on our websites.

Pixel tags and other similar technologies also enable us to send email messages in a format customers can read. And they tell us whether emails have been opened to ensure that we’re sending only messages that are of interest to our customers.

Our Company Wide Commitment to Your Privacy

As stated, Soul Gift Inc. takes protecting your privacy very seriously. To make sure your personal information is secure, we communicate these guidelines to Soul Gift Inc. employees, contractors and strictly enforce privacy safeguards within the company.

Right to Opt-In and Opt-Out

You may have the right to “opt in” and “opt out” of certain uses of your personal information. For example, at the time you are requested to provide personal information on any of our websites, you may have the opportunity to elect to, or not to receive correspondence from us. You may opt out of any email marketing communications with Soul Gift Inc.by clicking the opt-out link in our messages, or by sending an email to support (at) channelyourgenius (dot) com, stating that you would like to be removed from a specific marketing list, or all communications entirely. Please note that you cannot unsubscribe or opt-out from certain correspondence from us, including messages relating to your account transactions. You may be contacted by Soul Gift Inc.in connection with your relationship to us as a client, or as follow up from an event, class, purchase, or other occasion.

Link Information

We try to only link to other reputable websites that do not engage in improper business practices, and when you are on any of our websites you may have the opportunity to visit, or “click-through”, to other websites, blogs, or other electronic media not operated by Soul Gift Inc. These sites may collect personal information about you or be a security risk. Soul Gift Inc. does not control websites that are operated by these entities and is not responsible for the practices of the other websites. The privacy practices and policies of any linked websites are the sole responsibility of the other websites. We recommend that you review the privacy policy of any website that you visit from a link on any of our websites.

Business Transfer

In the event that Soul Gift Inc. or substantially all of its assets are acquired by one or more third parties as a result of an acquisition, merger, sale, reorganization, consolidation or liquidation, user information may be one of the transferred assets.

International Users

Soul Gift Inc. abides by the safe harbor framework set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information collected from the European Union.

Privacy Policy Changes

Soul Gift Inc. reserves the right to change or update this privacy policy, or any other of our policies or practices, at any time without notice. Any changes or updates will be effective immediately upon posting to this website. Under certain circumstances, we may also elect to notify you of changes or updates to our privacy policy by additional means, such as posting a notice on the front page of our website to sending you an e-mail. We encourage you to review this privacy policy often for changes.

For information regarding our disclaimer notice please see Terms of Use & Disclaimer on this page.

If you have any questions or comments regarding our privacy practices, you may contact us at:

Soul Gift Inc.

206 Sacramento Street, Ste 306

Nevada City, CA 95959

858 – eight six nine – 1011

support (at) channelyourgenius (dot) com


Consulting and Training Service Terms & Conditions

Please refer to your contract for complete terms and conditions. By signing your contract you are agreeing to the terms and conditions in your contract and on this website as the “Client.” Whereas, Client is desirous of engaging Mellissa Seaman or Soul Gift Inc. “Company” for consulting or training services, and in consideration for the multiple covenants contained herein, the Parties agree to the following:

1) PAYMENT TERMS.  Parties agree that the services to be rendered are in the nature of business consulting and education.  Client has independently evaluated its ability to pay the Fee and verifies Client’s ability to pay.  Client represents such Fee will not be unduly burdensome. Upon execution of this Agreement, Client shall be responsible for the full extent of the Fee, regardless of whether Client completes all services offered by Company.  Company shall not be obligated to invoice Client for payments.  Company will provide Client with payment receipts that will be sent via email to the email address of record.  Client’s acceptance of this agreement comprises Client’s authorization of all charges set forth in this Agreement on the dates set forth herein.  Even in the event that Client terminates services prior to the completion of the services, Client shall remain responsible for the entire Fee set forth herein, which will become due immediately upon Client’s termination of Company’s services.  Client acknowledges that, in the event of non-payment of fees when due, Client shall be responsible for all costs of collection, including reasonable attorney’s fees and costs.

REFUND requests must be made during the first two weeks after purchase of a year-long program, in case the program is not a fit for whatever reason.

2) CHARGEBACKS AND PAYMENT SECURITY. 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 herein.  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 and without making alternative arrangements with Company for provision of payment as described in Paragraph 2, herein.

Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees, including any associated attorney’s fees, incurred as a result of chargebacks.  Client acknowledges that failure to comply with this paragraph will constitute a material breach of this agreement and Company may, in its sole discretion, terminate services provided hereunder.  In such event, Client will not receive a refund for any amounts paid to date and all outstanding amounts will immediately become due and payable by Client.

3) LATE FEES.  Company shall charge a 5% (five-percent) late fee for all balances that are not paid in a timely manner by Client. In addition to this immediate fee, late fees will accrue at 15% per annum, calculated daily, until payment is complete.

4) NON-TRANSFERRABILITY OF SERVICES AND INTELLECTUAL PROPERTY.  Client acknowledges that all services and materials provided pursuant to this agreement are for the benefit of Client only and are not transferable, either expressly or impliedly, without the written consent of Company.  Client acknowledges all such documentation and materials are protected by copyright and may not be reproduced, shared, duplicated, copied, sold, traded, disseminated, resold or exploited, electronically or otherwise, for any commercial or non-commercial purpose except with the express, written consent of Company.  All such materials shall remain the sole property of Company, whether or not registered at the time of disclosure.  Client shall not use Company’s copyrighted materials to create any derivative products/materials.  Client agrees that it will not use Company’s trademarks in any manner, whether business or personal.  Client agrees that it will not allow use of, or access to, the Program by any individual or company, other than Client itself, without the express, written consent of Company.

5) CLIENT COMMITMENTS.  Client agrees that it is Client who must commit to implementing Company’s strategies proposed in connection with the Program.  Client acknowledges that Company cannot control Client and/or Client’s degree of participation.  Client commits to accepting assignments/exercises/sessions presented by Company and, to the extent that assignments/exercises/sessions require group participation, Client agrees to participate fully for the benefit of all members.  If Client is unwilling/unable to participate in exercises/ assignments/sessions, the contract is terminable at Company’s option without recourse or refund of any kind. Company reserves the right, at Company’s sole discretion, to terminate further coaching sessions/callus unless and until such instructions/assignments are completed.  Terminated coaching sessions/calls because of non-performance shall not be refundable. All outstanding amounts due at the time of termination in this event will become due and payable immediately.

Client agrees that, to the extent that Client interacts with Company or its agents and/or other Company clients, Client will at all times behave professionally, courteously and respectfully.  Client will attend Company’s seminars/workshops.  Client will not attempt to contact Company’s clients that Client becomes exposed to by virtue of this agreement for any purpose, including but not limited to mass-distribution of marketing or other materials or for solicitation of Company’s clients.  Client agrees to abide by any Course Rules/Regulations presented by Company.  Client agrees that its failure to abide by Course Rules/Regulations or to interact with Company’s clients in the manner described herein shall be grounds for immediate termination of this agreement.  In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts due under this agreement.  Client agrees that it is responsible for all costs of collection, including reasonable attorneys fees, incurred as a result of Client’s failure to pay amounts when due.

6) TERMINATION.  In the event of failure by Client to pay any amounts when they become due or any other default of this agreement by Client, all payments due hereunder shall become immediately due and payable.  Company may, in its discretion, immediately terminate providing further services to Client and begin collection measures, as Company sees fit.  In the event that Client is in arrears of payments due to Company, Client shall be barred from using any of Company’s services/programs/materials and Client’s participation in all aspects of the Program will be suspended until payments are brought current by Client.  Client may only be suspended for late payments for two (2) consecutive payments or three (3) times during the course of the Program before forfeiting its benefits hereunder and being terminated from the Program.  In the event of such termination, Client shall not be entitled to recoup any amounts paid and all outstanding amounts due hereunder become due and payable immediately.  Client agrees that it is responsible for all costs of collection, including reasonable attorney’s fees, incurred as a result of Client’s failure to pay as described herein.

7) CONFIDENTIALITY.  Confidential Information includes but is not limited to, information and materials disclosed or provided in connection with this agreement.  Confidential information shall not include information that (a) is now or subsequently becomes generally available to the public; (b) the Company or Client had rightfully in its possession prior to disclosure by the disclosing party; and/or (c) the Company or Client rightfully obtains from a third party.  Parties agree not to disclose, reveal or make use of any Confidential Information learned of through provision of services pursuant to this agreement, during discussions, coaching session(s), or otherwise without the express written consent of the disclosing party.  Both Client and Company shall keep the Confidential Information of the other in strictest confidence and shall use its best efforts to safeguard the disclosing party’s Confidential Information and to protect it against disclosure, misuse, loss and theft.

To the extent that Client participates in group-coaching programs or interacts with other clients, Client agrees information received by Client about other Company clients’ business or personal matters shall be considered Confidential Information and not be disclosed without the prior written consent of the disclosing party.

8) NON-DISPARAGEMENT.  The Parties agree that in no event will either party engage in any conduct or communications, public or private, designed to disparage the other.

9) INDEMNIICATION.  Client shall indemnify, defend and hold harmless Company, Company’s officers, employers, employees, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors.  Company recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.

10) CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this agreement and any marketing materials used by Company or representations by Company’s employees or agents, the provisions contained in this agreement shall be controlling.

11) CHOICE OF LAW/VENUE; ARBITRATION.  This agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles or conflicts of law.  With the except of matters falling within the jurisdiction of the small claim’s court; the parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the state of California, San Diego County, pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest.

12) ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written.  This Agreement may be modified only by an instrument in writing duly executed by both parties.

13) SURVIVABILITY.  The proprietary rights, non-disparagement and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this agreement, shall survive the termination of this agreement, irrespective of the cause of such termination.

14) SEVERABILITY.  In the event that any of the provisions contained in this agreement, or any part thereof, are hereafter construed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.

15) OTHER TERMS.  Upon execution, of the agreement through signature of your contract or by use of our products, programs and services, the Parties agree that any other employees, associates or assigns of the Parties are likewise bound by the terms of this agreement.  Client and Company both warrant that the individual signing this agreement on behalf of each has full and complete authority to execute this agreement on behalf of Client and/or Company.

A facsimile, electronic, or e-mailed copy of this Agreement, with a written or electronic signature shall constitute a legal and binding instrument.  Alternatively, your non-refundable deposit indicates full acceptance, and also will signify acceptance of the terms.