Terms of Use

Section 1. Website use

The Website is intended for adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), that you have the legal capacity to enter into a binding contract with us, and that you have read this Agreement and understand and agree to its terms.

Section 2. Website user conduct and restrictions; license terms

All aspects of our Website and programs are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text, logos, taglines, metatags, hashtags, photographs, testimonials, personal stories, icons, video and audio clips, recordings of training and coaching calls, workbooks, templates, and downloads. No material on the Website or in our programs may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way except as these Terms allow. The Prosper Coach Academy name and logo are proprietary marks of Prosper Coach Academy, and use of those marks is prohibited. Nothing in these Terms gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Prosper Coach Academy.

Subject to your continued compliance with these Terms, Prosper Coach Academy grants you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.

If you buy a program or product, Prosper Coach Academy grants you a revocable, limited, non-exclusive, non-sublicensable, non-transferable license to access and use its materials for your own learning and for use in your own business. You acknowledge and agree that: (1) the materials are copyrighted under United States and international copyright laws and are owned exclusively by Prosper Coach Academy; (2) you do not acquire any ownership rights in the materials; (3) you may not modify, publish, transmit, take part in the transfer or sale of, or create derivative works from the materials; (4) except as copyright law expressly permits, you may not copy, redistribute, publish, display, or commercially exploit any material without our express written permission; (5) you may not share your access, log-in, or links with anyone else, or record live calls without our permission; and (6) in the event of any permitted copying (for example, downloading a workbook to your own computer), no author attribution, trademark, legend, or copyright notice may be changed or deleted.

You agree not to use or attempt to use the Website, our programs, or any materials provided by Prosper Coach Academy, alone or together with other software or hardware, in any unlawful manner or in a manner harmful to Prosper Coach Academy. You further agree not to commit or attempt to commit any harmful or unlawful act on or through the Website, including:

• Harmful acts. Any dishonest or unethical practice; any violation of the law; harming Prosper Coach Academy's reputation; hacking and other digital or physical attacks on the Website; scraping, crawling, downloading, screen-grabbing, or otherwise copying content on the Website or in our programs and transmitting it in any way we have not specifically permitted; introducing, transmitting, or storing viruses or other malicious code; interfering with the security or operation of the Website; framing or mirroring the Website; creating, benchmarking, or gathering intelligence for a competing offering; infringing another party's intellectual property rights, including failing to obtain permission to upload, transfer, or display works of authorship; intercepting or taking data; and violating the rights of Prosper Coach Academy or any third party.
• Spamming and unsolicited communications. We have zero tolerance for spam. Using our community spaces, coaching calls, or member lists to send unsolicited solicitations, or sending communications that are reasonably deemed spam, is a material threat to Prosper Coach Academy's reputation and to the rights of third parties.
• Offensive communications. Any communication sent, posted, or authorized by you in our community spaces or on our calls that is sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or solicitous of unlawful behavior.

Section 3. Our Privacy Policy and your personal information

We respect your privacy and the use and protection of your personal information. Your submission of personal information through the Website is governed by our Privacy Policy, and text messages are also governed by our SMS Terms. Prosper Coach Academy may change its Privacy Policy in its reasonable discretion from time to time. Our Privacy Policy is incorporated into this Agreement by reference.

Section 4. Information you provide; accounts; passwords

You warrant that the information you give us is truthful and accurate and that you are not impersonating another person. Some programs are delivered through an account on our platform or on the platform of our payment and delivery provider. If you have an account, you are responsible for keeping your password confidential, and you agree not to transfer your password or username, or lend or otherwise transfer your use of or access to your account, to anyone else. You are fully responsible for all activity in your account and for the information made available to you as a member, including pricing, business strategies, and information about other members.

Section 5. Order placement and acceptance

If you order a program, product, or service, payment must be received before your order is accepted. We may ask for more information if any required information is missing or inaccurate, and we may cancel or limit an order at any time after it has been placed. An electronic order confirmation, or any other form of confirmation, does not by itself mean we have accepted your order. To change or cancel a pending order, contact us right away at support@coachesprosper.com. We cannot guarantee that we will be able to change your order as you ask.

All items are subject to availability. If an item is not available, we will tell you, give you the expected availability date, and may offer you an alternative. If an item is delayed and you do not want a substitute, we will cancel your order on request and, if you were already charged, fully refund your payment for that order. We may limit sales of our programs, products, and services to any person, geographic region, or jurisdiction, case by case, at our sole discretion.

Your purchase is conditioned on your re-affirming your acceptance of this Agreement.

All advertised prices, charges, and payments are in U.S. dollars. Payments are processed by our payment provider, Whop, which accepts the payment methods shown at checkout. To pay by card, you provide the card's billing address, the card number and expiration date, and the three or four digit security code printed on the card.

By submitting card or other payment information, you represent and agree that: (i) you are fully entitled to use that card or account; (ii) if you choose a payment plan, you will make every payment by its due date; (iii) all payment information you provide is complete and accurate; (iv) you are responsible for any fees your card issuer charges; and (v) sufficient funds exist to pay the amounts due.

We and our payment providers may request and receive updated card information from your card issuer, such as a new card number or expiration date when your card has expired, and use it to collect payments you have agreed to. Your card issuer may let you opt out of providing updated card information. To do so, contact your card issuer.

We are not responsible for any fees or charges your bank or card issuer applies. If your bank or card issuer reverses a charge, we may bill you directly and seek payment by another method, including a mailed statement.

Section 6. Products, services, and prices available on the Website

Our programs, products, services, and prices are posted on coachesprosper.com and go.coachesprosper.com and are subject to change. What each program includes (for example, its trainings and the number of live coaching calls) is described on its order page at the time you buy. Prosper Coach Academy may, without notice, discontinue programs or services or change their contents or prices without incurring any obligation to you. A price change never affects a purchase you have already made.

We take reasonable steps to make sure the prices on the Website are correct and that we describe and display our programs accurately. If the correct price of an item is higher than the price shown, we will, at our discretion, either contact you for instructions or cancel your order and tell you so.

Prosper Coach Academy does not warrant that program or product descriptions are accurate, complete, current, or error-free. Live calls are held on the dates and times we announce, which may change; if a call must be moved, we will tell you the new date. All sales are final except as these Terms or the order page provide otherwise. Our descriptions of, or references to, products or services we do not own are not an endorsement or a warranty by Prosper Coach Academy.

Section 7. Payment plans and recurring charges

Our current programs are sold for a one-time payment. If we offer a payment plan, membership, subscription, or free trial, its order page will show, before you buy, the amount of each charge, how often you will be charged, the number of payments (if limited), and how to cancel.

By choosing a payment plan, you authorize Prosper Coach Academy and our payment provider to charge your payment method on the schedule shown, and you agree to pay every installment. A payment plan is a way to pay for a program in parts, not a subscription you can stop: not using the program does not end your obligation to pay for it. If an installment fails, we may pause your access until it is paid.

IF YOU BUY A MEMBERSHIP OR SUBSCRIPTION THAT RENEWS AUTOMATICALLY, IT WILL RENEW AT THE PRICE AND INTERVAL SHOWN ON THE ORDER PAGE UNTIL YOU CANCEL. YOU MAY CANCEL AT ANY TIME, ONLINE THROUGH YOUR ACCOUNT WITH OUR PAYMENT PROVIDER OR BY EMAILING SUPPORT@COACHESPROSPER.COM. CANCELLATION TAKES EFFECT AT THE END OF THE CURRENT BILLING PERIOD, AND YOU WILL NOT BE CHARGED AGAIN.

Prosper Coach Academy may suspend or end access to a program for any unpaid amount, with or without notice. Ending access does not relieve you of the obligation to pay outstanding amounts. If we have to start collection of any kind, you will be liable for reasonable collection costs, including legal fees and expenses, to the extent the law allows, as provided in Section 18 below. Prosper Coach Academy may also charge applicable sales or other taxes.

Section 8. Refunds

If an order page states a refund policy for that offer at the time of purchase, that policy applies. Otherwise, all sales are final. We ask that you think carefully before you buy, and that once you do, you honor your obligation to pay. We will consider refund requests sent to support@coachesprosper.com on a case-by-case basis, but refunds are generally disfavored. Nothing in this section limits any right to a refund that the law gives you.

Section 9. Digital delivery and shipping

Our programs and products are delivered digitally: by email, through an online account, or on live video calls. Access details are sent to the email address you give at checkout, so please enter it carefully, and contact us if they have not arrived within one business day. If we ever ship a physical product, we may add shipping and handling fees shown at checkout, delivery dates we give are good-faith estimates, and risk of loss and title pass to you when we deliver the item to the carrier. If a shipment will be delayed, we will contact you at your email address, and if you would like to cancel, we will cancel the order and refund the full amount charged.

Section 10. Disclaimer: your individual results will vary

Every coaching business is different, with different approaches, structures, clients, and offers, so individual results will vary from person to person. YOUR INDIVIDUAL RESULTS WILL VARY DEPENDING ON MANY FACTORS UNIQUE TO YOU AND YOUR BUSINESS, INCLUDING BUT NOT LIMITED TO YOUR EXPERIENCE, EFFORT, BUSINESS MODEL, AND OFFERS.

Prosper Coach Academy does not promise, guarantee, or warrant your success, income, or sales. You understand and acknowledge that Prosper Coach Academy will not at any time provide clients, sales leads, or referrals to you or your business. Those who buy our programs receive access to the trainings and coaching described on the order page. We do not guarantee your success, and because of many factors we cannot control, the training and tools we provide may or may not suit your particular situation.

We do not make earnings claims, effort claims, return-on-investment claims, or claims that our training, tools, or other offerings will make you any specific amount of money, and it is possible that you will not earn back what you paid. We do not sell a business opportunity, "get rich quick" program, guaranteed system, franchise, or business in a box. You should not buy our programs if that is your expectation. Our Earnings Disclaimer and Full Disclosure say more.

You should buy with the understanding that applying what you learn will take time and effort and may work in some situations and not in others. We do not give tax, accounting, financial, or legal advice. You should consult your own accountant, attorney, or financial advisor on those topics.

Section 11. Your responsibilities in running your business

If you run or start a coaching business, you agree to use Prosper Coach Academy's programs, products, and services only for lawful purposes, and not to use them, alone or with other software, hardware, or services, for any unlawful or harmful purpose.

You are solely and exclusively responsible for complying with all laws and regulations that apply to your business, including laws governing advertising and marketing claims, testimonials, subscriptions, refunds, privacy, email and text marketing, professional licensing, and taxes. Coaching is not therapy, medical care, or financial or legal advice, and you are responsible for staying within the limits of any license you hold or need.

You are solely and exclusively responsible for collecting and reporting any sales, use, and other taxes that apply to your own sales. Prosper Coach Academy has no responsibility for collecting or reporting taxes on your business or your sales, and no liability for your violation of any law.

You agree to indemnify Prosper Coach Academy as set out in Section 18 if you or your business violate any law and a claim is threatened or brought against Prosper Coach Academy as a result.

Section 12. Testimonials, reviews, and pictures or videos

Prosper Coach Academy is pleased to hear from members and customers and welcomes your comments about our programs. Prosper Coach Academy may use testimonials and reviews in whole or in part, together with the first name, city, and state of the person who submitted them, in any activity relating to our programs, in print and online media, as Prosper Coach Academy determines in its sole discretion. Testimonials represent the unique experience of the members who submit them and do not necessarily reflect the experience you may have. As set out in Section 10, your results will vary depending on many factors unique to you and beyond Prosper Coach Academy's control. Testimonials, photographs, and other information you give us will be treated as non-confidential and non-proprietary, and by providing them, you grant Prosper Coach Academy a royalty-free, worldwide, perpetual, non-exclusive, and irrevocable license to use them.

Prosper Coach Academy may correct grammatical and typing errors, shorten testimonials before publication or use, and review all testimonials before publication or use. Prosper Coach Academy is under no obligation to use any testimonial or review, or any part of one.

You may post reviews, comments, photos, videos, and other content in our community spaces, and send suggestions, ideas, comments, questions, or other information, as long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of spam or unsolicited commercial electronic messages. You may not use a false email address, impersonate any person or entity, or otherwise mislead anyone about the origin of content. Prosper Coach Academy may, but does not have to, remove or edit such content, and does not regularly review posted content.

If you post content or submit material, and unless we indicate otherwise, you grant Prosper Coach Academy a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display that content throughout the world in any media. You grant Prosper Coach Academy and its sublicensees the right to use the name you submit with that content, if they choose. You represent and warrant that you own or otherwise control all rights to the content you post; that the content is accurate; that use of the content you supply does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify Prosper Coach Academy for all claims resulting from content you supply. Prosper Coach Academy has the right but not the obligation to monitor and edit or remove any activity or content, and takes no responsibility and assumes no liability for content posted by you or any third party.

Section 13. Compliance with the law, including commitment against harassment and interference with others ("targeting")

You must comply with all laws, both U.S. and foreign, that apply to you, including laws prohibiting deceptive and misleading advertising and marketing; email marketing laws, including the federal CAN-SPAM Act (15 U.S.C. § 7701); telemarketing laws, including the federal Telephone Consumer Protection Act (47 U.S.C. § 227) and the Federal Trade Commission's Telemarketing Sales Rule (16 C.F.R. Part 310); laws governing endorsements and testimonials, including the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255); and laws relating to intellectual property, privacy, security, terrorism, corruption, child protection, and import and export. When you apply what you learn from us in your own business, you alone are responsible for making sure that your marketing and communications comply with these laws.

Commitment against targeting, harassment, and interference with others. You must not use our services, alone or with other software or hardware, to: (i) store, distribute, or transmit any malware or other material that you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive; or (ii) commit, promote, aid, or abet any behavior that you know, or have reasonable grounds to believe, is or may be tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive. This includes harassing other members, our team, or our coaches.

Section 14. Disclaimers of other warranties

EXCEPT WHERE INAPPLICABLE OR PROHIBITED BY LAW:

THE WEBSITE, OUR PROGRAMS, AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION ON THE WEBSITE OR IN OUR PROGRAMS. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM, THAT: (A) THE USE OF THE WEBSITE OR ANY PROGRAM WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE WEBSITE OR OUR PROGRAMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU BUY OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED; OR (F) THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Section 15. Limitations of liability

EXCEPT WHERE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL PROSPER COACH ACADEMY OR ANY OF ITS OWNERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, INDEPENDENT CONTRACTORS, COACHES, TELECOMMUNICATIONS PROVIDERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES, FEES, COSTS, OR CLAIMS, ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, OUR PROGRAMS, PRODUCTS, OR SERVICES, OR YOUR OR A THIRD PARTY'S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY PROGRAM, PRODUCT, OR SERVICE, REGARDLESS OF WHETHER PROSPER COACH ACADEMY HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

Section 16. Dispute resolution by mandatory binding arbitration and class action waiver

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at support@coachesprosper.com to try to resolve it informally. Any controversy or claim arising out of or related to the use of the Website, any program, product, or service, these Terms, the Privacy Policy, any affiliate agreement, or your relationship with us that cannot be resolved through that informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association ("AAA"), and judgment on the award may be entered in any court having jurisdiction. We agree that any claim we may have against you will also be subject to this arbitration provision, except as provided in Section 17 below. The arbitration will be conducted by a single neutral arbitrator in the English language in Minneapolis, Minnesota, unless we both agree to conduct it by video, telephone, or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, in accordance with the AAA's rules. The arbitration will be conducted under the AAA's Consumer Arbitration Rules where they apply, and otherwise under its Commercial Arbitration Rules, in effect when the demand for arbitration is filed. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Policy, this arbitration provision, and any other terms incorporated by reference into these Terms, and to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Prosper Coach Academy.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. In all other respects, the parties shall each pay their own fees, costs, and expenses, including those for any attorneys, experts, documents, and witnesses.

The arbitrator shall follow the substantive law of the State of Minnesota without regard to its conflict of laws principles. Any award shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award may be entered in any court of competent jurisdiction.

You and Prosper Coach Academy agree that disputes will be arbitrated only on an individual basis and shall not be consolidated, conducted on a class-wide or representative basis, or combined with any other arbitration or proceeding involving any claim or controversy of any other party. You and Prosper Coach Academy expressly waive any right to pursue any class or other representative action against each other.

Failure or delay in enforcing this arbitration provision for any particular claim will not waive the right to require arbitration later or for any other claim, except that all claims must be brought within one year after the claim arises (the one-year period includes the 120-day informal resolution period described above). This arbitration provision sets out the terms of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.

This provision survives the termination of your account or your relationship with Prosper Coach Academy, bankruptcy, assignment, or transfer. If the class action waiver is found unenforceable (that is, if unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be null and void and shall not apply. If any other part of this arbitration provision is found unenforceable, the remaining parts shall remain in full force and effect.

YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

Section 17. Prosper Coach Academy's additional remedies

To prevent or limit irreparable injury to Prosper Coach Academy, if you breach or threaten to breach this Agreement, or infringe or threaten to infringe the intellectual property of Prosper Coach Academy or a third party, Prosper Coach Academy shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction to restrain that breach or infringement. Nothing in this Agreement prohibits Prosper Coach Academy from pursuing in court any other remedies available to it for that breach or infringement, including the recovery of money damages from you.

Section 18. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Prosper Coach Academy and its owners, directors, officers, employees, members, licensors, independent contractors, coaches, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, losses, liabilities, damages, expenses, demands, and costs of any kind, including reasonable attorneys' fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with: (1) your use, misuse, or attempted use of the Website, programs, products, or services; (2) information you submit or transmit through the Website; (3) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties you make in this Agreement; or (4) your violation of any law or the rights of a third party.

Section 19. Notice and takedown procedures; copyright agent

If you believe that material available on the Website infringes a copyright you own, you or your agent may send Prosper Coach Academy a notice asking us to remove it. If you believe someone has wrongly filed a notice of copyright infringement against you, you may send Prosper Coach Academy a counter-notice. Send notices and counter-notices to:

Prosper Coach LLC
Attn: Legal Department
800 Washington Ave N, Minneapolis, MN 55401, United States
or by email to support@coachesprosper.com

These Terms fully incorporate by reference our DMCA Policy, which lists what a notice and a counter-notice must include.

Section 20. Third-party links

The Website may contain links to other websites. The views, information, or opinions expressed by guests or contributors during any Prosper Coach Academy webinar, training, or coaching call, or otherwise published in our online and mobile resources, are solely those of the people who express them and not those of Prosper Coach Academy or its parent companies. Prosper Coach Academy is not responsible for, and does not verify the accuracy of, information provided by guests or contributors. The primary purpose of these resources is to educate, inspire, and inform. Some guests or contributors may discuss strategies and methods for earning income in business, and you are free to ask them for their proof that those strategies and methods work. Prosper Coach Academy assumes no responsibility for the content or functionality of any website we link to that we do not own. Please see our Privacy Policy for more details.

Section 21. Termination

This Agreement takes effect (or takes effect again) when you click "SAVE MY SEAT," "PAY NOW," "ORDER NOW," "SUBMIT," "BUY NOW," "JOIN NOW," "PURCHASE," "I ACCEPT," "I AGREE," or a similar link or button, otherwise submit information through the Website, respond to a request for information, begin accessing or using the Website, complete a purchase, select a method of payment, or enter payment information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term of the Agreement or have violated any law, whether in connection with your use of Prosper Coach Academy or otherwise, we may terminate the Agreement or suspend your access to the Website or our programs at any time without notice to you. Sections 2, 8, 10, 12, and 14 through 32 of this Agreement, and any representations, warranties, and other obligations made or undertaken by you, survive the termination of this Agreement and of your account or relationship with Prosper Coach Academy. After termination, you remain responsible for any outstanding payments to Prosper Coach Academy.

Section 22. No waiver

No failure or delay by Prosper Coach Academy in exercising any right, power, or remedy under this Agreement operates as a waiver of it, and no single or partial exercise of any right, power, or remedy prevents any further exercise of it or of any other right, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement is effective only if it is in writing and signed by Prosper Coach Academy.

Section 23. Governing law and venue

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement, your access to or use of the Website, our Privacy Policy, or any matter concerning Prosper Coach Academy, including your purchase and use or attempted use of any program, product, or service, shall be governed exclusively by the laws of the State of Minnesota, without regard to its conflict of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in Section 16 above, the parties agree that the claim or dispute shall be brought exclusively in, and decided by, the state courts located in Hennepin County, Minnesota, or the United States District Court for the District of Minnesota, and you irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, those courts and waive any challenge to their jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and you waive any right to bring such claims on a class-wide or representative basis.

Section 24. Force majeure

Prosper Coach Academy will not be responsible to you for any delay, damage, or failure caused by any act of nature or other cause beyond our reasonable control, including outages of the platforms we use to deliver our programs.

Section 25. Assignment

Prosper Coach Academy may assign its rights under this Agreement at any time without notice to you. Your rights under this Agreement cannot be assigned without the express written consent of Prosper Coach Academy or its assigns.

Section 26. Electronic signature

All information communicated on the Website is considered an electronic communication. When you communicate with Prosper Coach Academy through the Website or by other electronic media, such as email or text message, you are communicating with us electronically. You agree that we may communicate electronically with you and that such communications, along with notices, disclosures, agreements, and other communications we provide to you electronically, are equivalent to communications in writing and have the same force and effect as if they were in writing and signed by the party sending them.

Section 27. Changes to the Agreement

You can review the current version of these Terms on this page at any time. We may, at our sole discretion, update, change, or replace any part of the Agreement, including the Privacy Policy, by posting updates and changes on our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website after any change is posted constitutes acceptance of that change. A change does not apply to a dispute that arose before it was posted.

Section 28. Your additional representations and warranties

You further represent and warrant that: (1) you are at least eighteen (18) years old, or the legal age of majority in your jurisdiction, whichever is greater; (2) if you are buying for a business, you have the right to bind that business; (3) you have read this Agreement and understand and agree to its terms; and (4) you will not resell, redistribute, or export any program, product, or service you order from the Website. You further represent that Prosper Coach Academy may rely on all information you provide to it, and that Prosper Coach Academy may contact you by email, telephone, text message (as described in Section 29), or postal mail for any purpose, including (i) follow-up, (ii) satisfaction surveys, and (iii) questions about any order you placed, or considered placing, on or through the Website.

Section 29. SMS text messaging

Prosper Coach LLC offers a mobile messaging program, Prosper Coach Academy Texts (the "Program"). By opting in, you agree to receive recurring text messages, including automated text messages, from Prosper Coach Academy at the mobile number you provide: reminders and replays for the free training you registered for, and promotional messages about our programs and offers. Consent to receive texts is not required to make any purchase from us. The full Program terms are in our SMS Terms, which are part of these Terms.

To stop, reply STOP, UNSUBSCRIBE, REMOVE, CANCEL, END, QUIT, OPT OUT, or ARRET to any message from us. You may receive one more message confirming that you have opted out, and after that you will no longer receive text messages from us unless you opt in again. You may also opt out by any other reasonable means, such as emailing support@coachesprosper.com, and we will honor it.

For help, reply HELP or email support@coachesprosper.com. For further opt-out support, you may contact our SMS platform provider, SlickText, at support@slicktext.com.

Message and data rates may apply to messages you receive from us and send to us. Message frequency varies. If you have questions about your text or data plan, contact your wireless provider. Carriers are not liable for delayed or undelivered messages. While you consent to receive messages sent using an autodialer, this does not suggest or imply that any of our mobile messages are sent using an automatic telephone dialing system ("ATDS" or "autodialer"), and you and we agree that the system we use to send our messages is not an ATDS. For privacy questions, please read the text message section of our Privacy Policy.

Section 30. Severability

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected and shall continue in full force and effect, and that provision may be modified or severed to the extent necessary to make it enforceable and consistent with the rest of the Agreement.

Section 31. Entire agreement

These Terms, the Agreement, and any policies or operating rules we post on or for the Website constitute the entire agreement and understanding between you and Prosper Coach Academy, govern your access to and use of the Website and your ordering, purchase, and use or attempted use of any program, product, or service, and supersede and replace any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Prosper Coach Academy. We may offer new services or features through the Website in the future, and they will also be subject to these Terms, the Agreement, and any policies or operating rules we post. Any ambiguity in the interpretation of these Terms or the Agreement shall not be construed against the drafting party.

Section 32. Contacting us

We encourage our customers to contact us with questions or comments about our programs and services, and with any questions about these Terms. Please email support@coachesprosper.com, or write to Prosper Coach LLC, 800 Washington Ave N, Minneapolis, MN 55401, United States.